::F :~JIA:;A ARTICLES OF INCORPORATION OF

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1 Present 2 Executed Copies to Secretary of Sf"'-t-e. Room 155. State House. Indianapolis. na ne recording of a third executed copy with the County Recorder is no longer statutorily required. FILING FEE is $26.00 APPROVED AND r-ju~d APR '-"'r'~""-',...,v. Jo. l (Sept. l~;,) Page One ARTICLES OF INCORPORATION (Not for Profit) Prescribed by Edwin J. Simcox, Secretary of State of Indiana ~~ ~~~:-'.:T,.1.;1";'or- &"-/ :'::;-.. :'7: ::F :~JIA:;A ARTICLES OF INCORPORATION OF The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the "Corporation") pursuant to the provisions of the Indiana Not-For-Profit Corporation Act of (hereinafter referred to as the "Act"), execute the following Articles of Incorporation: The name of the Corporation ARTICLE I Name is. Y~r:L.A~~. ~A~~.H.O~C?\~N:::~~.A~~C?C.I:'~~O.N.,. ~N.C.. (The name shall include the word "Corporation" or "Incorporated", or one of the abbreviations thereof.) ARTICLE Purposes II The purposes for which the Corporation is formed are: This Corporation does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the residence Lots and Common Area within that certain tract of property described as: Village Walk, Phases 1 and 2, a subdivision located in Boone County, Indiana, and recorded on January 30, 1980, in the office of the Recorder of Boone County, Indiana. together with~any additional ground that may subsequently be developed as part of Village Walk and/or annexed thereto.

2 The Corporation shall also have the purpose to promote the health, safety and welfare of the residents within the above-described property and any additions thereto and for such purposes the Corporation shall have the power to: (a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Corporation as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration", applicable to the property and recorded in Misc. Record 80 at page 25 in the Office of the Recorder of Boone County, State of Indiana on January 30, 1980 and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length; (b) fix~ levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses inci den t to the conduct 0 f the business of the corporation including all licenses, taxes or governmental charges levied or imposed against the property of the Association; (c) acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Corporation; (d) borrow money, and with the assent of two-thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; (e) dedicate, sell or transfer any facilities or properties of the Association to public agencies or utility companies obligated to maintain such facilities or properties transferred; to make any sale, dedication or transfer of facilities or properties of the Association allowed under the terms of the Declaration, or any valid amendment thereto; and with the written consent of two-thirds (2/3) of each class of members, to make any other dedication, sale or transfer. (f) participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of three-fourths (3/4) of each class members; (g) have and to exercise any and all powers, rights and privileges which a corporation organized under the Not-For-Profit Corporation Act of the State of Indiana by law may now or hereafter have or exercise.

3 ARTICLE 1II Period of Existence The period during which the Corporation shall continue is.?~f\~~.rr;hl. (either "Perpetual". or, if limited. some definite period of time.) ARTICLE IV Resident Agent and Principal Office Section 1. Resident Agent. The name and address of the Corporation's Resident Agent for service of process is \:J?:J,.~.~;t:'.. 1;:.-.. ~C?;l)~,....J~~. O~e. ~Z:d:i.a~~.S::I':lc:~e.,.~~i.t~ ~ ~r:d.i~z:o:p.o~~~ ~~D.I~~A.4??q4. (Number and Street or Building) (City) (State) (Zip Code) Section 2. Principal Office. The post office address of the principal office of the Corporation is... ISame) ~ -. ~E?~h.?t~e.e!: (.S.u~i;e.. 20Q (Number and Street or Building) -;I:I].d.ip.I)q.p,o.lis. (City) INDIANA.... (State) ARTICLE V Membership A minimum of three (3) persons shall have signed the membership list. (Directors or Trustees or I n~orporators may be included in the :'Iembership.) Section 3. Voting Rights of Classes: See Page 2A attached

4 Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Corporation, including contract sellers, shall be a member of the Corporation. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Corporatoin. Capitalized terms used herein, unless otherwise defined, shall have the meanings as set forth in the Declaration. The Association shall have two classes of voting membership: Class I. Class I members shall be all Owners of a Class A Lot, with the exception of the Declarant, and shall be entitled to one vote for each Class A Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves may agree, but in no event shall such vote be split into fractional votes nor shall more than one vote be cast with respect to any Class A Lot. Each vote cast for a Class A Lot shall presumptively be valid, but if such vote is questioned by any member holding an interest in such Class A Lot, if all members are not in agreement the vote of such Class A Lot which is questioned shall not be counted. Class II. The Class II member shall be the Declarant, and shall be entitled to three (3) votes for each Class B Lot owned by it until the Declarant has sold fifty (50) Lots, and thereafter the Class II Member shall be en titied to one (1) vote for each Lot it owns. Declarant shall be a Class II Member so long as it owns any portion of the Properties or Adjacent Property, up to a maximum of seven (7) years after the date of the Declaration. Thereafter Declarant shall be a Class I member if it owns any lots after seven years after the date of this Declaration. and it shall be entitled to one vote for each Lot it owns so long as it owns any lots in Village Walk.

5 ARTICLES OF INCORPORATION (Not for Profit) Page Three ARTICLE VI Directors. Section 1. Number of Directors: The initial Board of Directors is composed of... t:;1:lf:~~. members. If the exact number of Directors is not stated, the minimum number shall be... :t,l).;t:".~~,and the maximum number shall be.. AinE; Provided. however. that the exact number of directors shall be prescribed from time to time in the By-Laws of the Corporation; AND PROVIDED FURTHER THAT UNDER NO CIRCUMSTANCES SHALL THE MINIMUM NUMBER BE LESS THAN THREE (3). Name Number and Street or Building City State Zip Code Steven M W. 86th Street, Indianapolis IN Falender Suite 200 Sidney Z W. 86th" Street, Indianapolis IN Goldstein Suite John E r,1 86th Street, Indianapolis IN ".-r<:ramer Suite 200 ARTICLE VII Incorporator(s) Section 1. Names and Post Office Address(es) of the incorporator(s) of the Corporation is (are) as follows: 'dalter E. Wolf, Jr. One Indiana Square, Suite 2130

6 ARTICLE VIII Statement of Property (If any) A statement of the property. and an estimate of the value thereof. to be taken o\'er by the Corporation at or upon its incorporation are as follows: ARTICLE IX Provisions for Regulation and Conduct Of the Affairs of Corporation (Can be the "By Laws") Other provisions. consistent with the laws ofthis state. for the regu lation and cond '.let of the affai rs of the Corpo,ation, and creating. defi ning. limiti ng or regu lating the powers of the Corporation. the directors or the members of any class or classes of members are as follows: 1. The Corporation may dissolve with the assent given l~,~ritir.gand signed by not less than two-thirds (2/3) of each class of me~bers. Upon dissolution of the Corporation, other than incident to a me=ger or consolidation, the assets of the Corporation shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Corporation was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes. 2. Amendment of these Articles shall require the assent of 75 percent of each class of members.

7 The undersigned, being one or more persons, do hereby adopt these Articles of Incorporation, representing beforehand to the Secretary of State of the State of Indiana and all persons whom it may concern that a membership list or lists of the above named corporation for which a Certificate of Incorporation is hereby applied for, have heretofore been opened in accordance with the law and that at least three (3) persons have signed such membership list. IN WITNESS WHEREOF, I the undersigned do hereby execute these Articles of Incorporation and certify the truth of the facts herein stated, this. S...t.day of... F~......, P~.wq...1. (Written Signatur ~ Walter E. Wolf, NOTARY ACKNOWLEDGEMENT. (required) Before me,.,:-l~o.:~~ ;~~.. Sta te, personally appeared the above foregoing Articles of Incorporation: /~<. ~';l,~[;...., a Notary Public in and for said county and acknowledged the execution of the NotAry Seal Required 4/7!A~J~.~fJ:W?! ;4!<~. '-- (Written Siinature) :',1 (1/;i<~;-',; ;}.SE~C Notary Public.... (Pru;tc'd 'Si~~tu:re).. My commission expires: (I?. County of Residence: :-/? 'J-:, J~... qp'-i /.Y..' _:t l--;.'7. /.( WITNESS my hand and Notarial Seal this day of......, 19...