Articles of Incorporation Amended 2017.11.16
NORTHCREST CIVIC ASSOCIATION, INCORPORATED
(A Georgia Corporation Not-for-Profit)
ARTICLE I NAME
The name of this corporation shall henceforth be NORTHCREST CIVIC ASSOCIATION, and it shall have its principal place of business at 3624 Summitridge Drive, Atlanta, Georgia 30340. For convenience this corporation shall be herein referred to as the "Association".
ARTICLE II PURPOSES
The purposes of the Association are to promote maintenance of the desirable features of the Northcrest Neighborhood, DeKalb County, Georgia, as a residential community; to foster, preserve and enhance health, welfare, security and other community services through information and voluntary activity; to monitor public utilities; to foster harmonious relationships within the community; to maintain liaison with governmental and nongovernmental entities having functions related to these purposes; and to perform such other duties as may be assigned by its membership.
The corporation is organized pursuant to the Georgia Nonprofit Corporation Code. The corporation is organized for the following purposes:
To operate a charitable neighborhood improvement association ("civic" - removed 2017.11.16) to conduct activities not ("association and all other activities not" - removed 2017.11.16) prohibited by the Georgia Nonprofit Corporation Code. Notwithstanding other language (or provisions) in these Articles, the purposes will be limited exclusively to exempt purposes within the meaning of Internal Revenue Code Section 501(c)(3) or 501(c)(4) as determined by the Board.
It is expressly declared that this is a corporation not for gain or individual profit and that no dividend or net earnings of the corporation shall ever be declared or paid to any of its officers or members, and that none of its property, real or personal, shall ever be used or expended except in carrying into effect the legitimate ends and aims of its being.
ARTICLE III PROHIBITED ACTIVITIES
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) or 501(c)(4) (as determined by the Board) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE IV DISSOLUTION
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) or 501(c)(4) (as determined by the Board) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE V MEMBERSHIP (Updated, previously "III" and now V with addition of new article 2017.11.16)
The corporation will have members.
Section 1: Membership in the Association shall be open to all property owners as defined in the Bylaws of the Association.
Section 2: All persons having legal or equitable title to real property including one or more lots, individual homes or condominium units in Northcrest Neighborhood, DeKalb County, Georgia, shall be eligible for membership. Membership shall terminate when such person ceases to own such property in Northcrest Neighborhood.
Section 3: Procedures for admission to membership shall be specified in the Bylaws of the Association.
ARTICLE VI DIRECTORS (Updated, previously "IV" and now VI 2017.11.16)
Section 1: The affairs of the Association will be managed by a Board of Directors consisting of not less than seven (7) Directors. Directors must be members of the Association.
Section 2: Directors of the Association shall be elected at the Annual Meeting of the voting members and shall continue to serve until their successors have been elected. Directors may be removed for good cause shown. Vacancies on the Board of Directors shall be filled in the manner provided by the Bylaws.
Section 3: The Directors elected at the annual meeting shall serve until the next election of Directors as called for in the Bylaws.
ARTICLE VII OFFICERS (Updated, previously "V" and now VII 2017.11.16)
The affairs of the Association shall be administered by a PRESIDENT, VICE-PRESIDENT, SECRETARY and TREASURER, and such other officers as may be designated by the Bylaws. The officers shall be elected by the Board of Directors at the first meeting following the Annual Meeting of the Voting Members of the Association and shall serve at the pleasure of the Board of Directors.
ARTICLE VIII INDEMNIFICATION (Updated, previously "VI" and now VII 2017.11.16)
The Association shall indemnify and hold harmless the Board of Directors and each member thereof, including their heirs, personal representatives, successors and assigns, from any liability, loss claim, action or suit, including, but not limited to attorneys' fees and costs, arising from or by virtue of any action or failure to take action relative to their rights and duties as granted them by these Articles of Incorporation and the Bylaws of the Association except when such person is adjudged guilty of willful malfeasance or misfeasance. The Association shall not be required to indemnify the Board of Directors or any member thereof where an action is brought against the Board of Directors or such member by the Association and in which the Association is successful.
ARTICLE IX BYLAWS (Updated, previously "VIII" and now IX 2017.11.16)
The Board of Directors shall adopt Bylaws consistent with these Articles of Incorporation. Any subsequent alteration, amendment or repeal of the Bylaws shall require approval of sixty percent (60%) of the voting members present or by proxy at the meeting at which the change is considered.
ARTICLE X AMENDMENTS (Updated, previously "IX" and now X 2017.11.16)
Amendments to the Articles of Incorporation shall be proposed and adopted in the following manner:
Section 1: Written notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is to be considered and such notice shall be delivered to each voting member at least thirty (30) days prior to the meeting.
Section 2: A resolution for the adoption of a proposed amendment may be proposed either by the Board of Directors or by 10% of the voting members of the Association. Resolutions proposing adoption of amendments must be adopted by not less than 60% of the votes of the voting members present and/or by proxy at the meeting at which such resolution is considered.
Section 3: No amendment shall make any changes in the qualifications for membership or the voting rights of members without approval by 80% of the voting members present or by proxy at the meeting at which the change is considered.
Section 4: A copy of each amendment shall be certified by the Secretary of State and shall be recorded in the Public Records of DeKalb County, Georgia.
ARTICLE XI TERM (Updated, previously "X" and now XI 2017.11.16)
The term of the Association shall be perpetual.
ARTICLE XII REGISTERED OFFICE AND REGISTERED AGENT (Updated, previously "XI" and now XII 2017.11.16)
The address of the registered office and the name and address of the registered agent shall be as indicated In the State of Georgia Corporation Annual Reports submitted by the Association.
We certify that the above text is a complete and accurate Statement of the Articles of Incorporation of the Northcrest Civic Association, Inc. as approved by the members at a meeting on March 15, 2016.