Articles of Incorporation

AMENDED

CERTIFICATE OF FORMATION

HARDWOOD MOUNTAIN PROPERTY OWENERS ASSOCIATION, INC.

(a non-profit corporation)

NAME

The name of the corporation shall be Hardwood Mountain Property Owners Association, Inc.

(The corporation is sometimes referred to herein as “the Corporation” or “the Association”.)

The corporation is organized pursuant to the provisions of the Alabama Code 10A-3- 1.01,

et seq., Code of Alabama 1075, known as the Alabama Non-Profit Corporation Law.

REGISTERED AGENT

A. The initial registered office of the Corporation shall be 4731 Old Georgia Rd. Fruithurst, Al. 36262

B. The initial registered agent of the corporation is: Gerald F. Mayo. The incorporator of the corporation is Gerald Mayo whose address is 3807 Wesley Dr. Lithia Springs Ga. 30122

C. The mailing address of the initial principal office of the corporation is Post Office Box 34, Fruithurst, Al 36262

III

OBJECTS, PURPOSES AND POWERS

1.This association shall be a corporation not for profit organized for non-profitable purposes.

2.The objects and purposes for this corporation are as follows: A: To make and collect assessments from its members pursuant to the Restrictive Covenants running with the real property.

B: To obtain, repair, replace, and operate those portions of the property that the Association has the right to maintain. Restricted to the easements, trails, creek fords, and common areas.

C: To contract with others to provide the services desired.

D: To make additional improvements on and to Association property and trail easements.

E: To make, establish and enforce reasonable rules and regulations governing the Open Spaces easements, and trails.

F: To enforce by action, suits on behalf of the association and to enforce by legal action the provisions of these Articles, Bylaws and provisions contained in the Restrictive Covenants recorded and running with the real property.

G: To purchase insurance for the protection of the association and its Board of Directors.

H: Pursuant to the Restrictive Covenants and amendments thereto as recorded and existing which said restrictive Covenants run with the real property, the association by and through the power vest through the said covenants shall have the right to assess according to the restrictions replaced in the said covenants.

I: 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 any political campaign on behalf of or in opposition to any candidate for public office.

J: This corporation shall be an Alabama non-profit which will not be exempt from taxes under the provisions of Section 501(c)(3) of said code and shall not be a Private Foundation, exempt from such private foundation status under the provisions of 501(c) (3) of said code or otherwise at the time of formation. However, the corporation may in the future apply for Section 501(c)(3) status.

MEMBERSHIP

The owner(s) of each parcel subject to the Declaration of Covenants, conditions and restrictions for Hardwood Mountain Preserve shall be a member of the Association and shall be entitled to one vote in accordance with the formula set forth in the Declaration.

The manner of exercising voting rights shall be determined by the By-Laws of the Association.

BY-LAWS

The By-Laws of the Association shall be adopted by the Board of Directors and be altered, amended, or rescinded in the manner provided by the By-Laws.

BOARD OF DIRECTORS

The affairs of this association shall be managed by a Board of not less than three (3) Directors. The number of directors may be changed by amendment of the By-Laws of the Corporation. The Board of Directors shall be elected by the Members of the Association except the incorporator herein shall appoint the initial Board members for a period of three (3) years from the date of the execution of these articles. The method of election and term of office, removal, and filling of vacancies shall be set forth in the by- laws. The name and addresses of the first Board of Directors who shall hold office until 2/1/16, are as follows:

Chairperson: Gerald Mayo 3807 Wesley Dr. Lithia Springs Ga. 30122

Co-Chairperson: David McLendon 125 County Road 61 Fruithurst, Al 36262

Director Meghan Holdbrooks 236 County Road 436 Fruithurst, Al 36262

VII

INDEMNFICATION

Every Director and every officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees reasonably incurred by or imposed upon them in connection with any proceedings to which they may be a party, or in which they may become involved, by reason of their being or having been a Director or officer of the association, or any settlement thereof, whether or not they are a Director or officer at the time such expenses are incurred, except in such cases wherein the Director or officer is adjudged guilty of willful misfeasance in the performance of their duties.

VIII

AMENDMENTS

These Articles may be amended at any meeting of the Association constituted for such purpose, a quorum being present, by an affirmative vote of seventy five (75%) percent of the members present or by mail (proxy) and entitled to cast a vote.

ASSOCIATION BOOKS

The Treasurer shall collect and/or supervise the collection of all funds of the Association, supervise the keeping of the books thereof, which books shall be open at all times to the inspection of the Board as well as any member. The funds of the Association shall be disbursed only as ordered by the Board. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensations for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Certificate of Formation.

TERM

The corporation shall exist perpetually.

DISSOLUTION

The Association may be dissolved with the assent given in writing and signed by not less than 75% of the members. Upon dissolution the assets of the Association shall be dedicated to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the Federal, 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.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this____day of__________, 2013

_________________________

Gerald F. Mayo, Incorporator