Carrollwood Lakes

Exhibit "C"

Jul 06, 2001

Articles of Incorporation of Carrollwood Lakes Homeowners Association

In compliance with the requirements of Tennessee Code Annotated, the undersigned, all of whom are residents of Memphis, Shelby County, Tennessee, and all of whom are of full age, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit and do certify:

ARTICLE 1
The name of the corporation is THE CARROLLWOOD LAKES HOMEOWNERS ASSOCIATION, INC., hereinafter called the ?“Association?”.

ARTICLE II
The principal office of the Association id located at 6000 Poplar Avenue, Memphis, Tennessee 38119.

ARTICLE III
Michael S. Champlin, whose address is 6584 Poplar Avenue, Suite 100, Memphis, Tennessee 38138, is hereby appointed the initial registered agent of this Association.

ARTICLE IV
Purpose and Powers of the Association
This Association 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 and preservation of the Common Areas within the certain tract of property described in Exhibit ?“A?” attached hereto and incorporated herein bt reference, and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose, and to:

(a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the ?“Declaration?”, applicable to the property and recorded or to be recorded in the Office of the Shelby County Register, 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 incident 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 Association;

(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 all or any part of the Common Areas to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3_ of each class of members, agreeing to such dedication, sale or transfer;

(f) participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional Common Areas, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each class of members

(g) have and to exercise any and all powers, rights, and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Tennessee by Law may now or hereafter have to exercise

ARTICLE V
MEMBERSHIP.
Each person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenant of record to assessment by the Association. The foregoing is not intended to include persons or entities who holds 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 Association.

ARTICLE VII
VOTING RIGHTS

The Association shall have two (2) classes of voting memberships:
CLASS A. Class A members shall be all Owners with the exception of the Declarant and shall be entitled to one (1) vote for each 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 e exercised as they among themselves determine, but respect to any Lot.

CLASS B. The Class B member(s) shall be the Declarant (as defined in the Declaration), and shall be entitled to five (5) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership shall cease and be converted to Class A membership on the happening of wither of the following events, whichever occurs earlier:

(a) when total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or
(b) on January 1, 1994

ARTICLE VII
BOARD OF DIRECTORS

The affairs of this Association shall be managed by a Board of three (3) Directors, who need not be members of the Association. The number of directors may be changed by amendment of the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are:


At the organizational meeting, the Declarant shall appoint the Directors who shall serve until all of the Properties have been subdivided or conveyed to the Association as Common Areas or in the third anniversary of the organizational meeting, which-ever shall first occur. Thereafter, members shall elect one (1) director for a term of one (1) year, one (1) director for a term of two (2) years, and one (1) director for a term of three (3) years; and at each annual meeting thereafter the members shall elect the director for a term of one (1) year.

ARTICLE VIII
DISSOLUTION

The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of members. Upon dissolution of the Associations, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.


ARTICLE IX
DURATION
The corporation shall exist perpetually

ARTICLE X
AMENDMENTS
Amendment if these Articles shall require the assent of seventy-five percent (75%) of the entire membership.
IN WITNESS WHEREOF, for the purpose of forming this Corporation under the laws of the State of Tennessee, I, the undersigned, constituting the incorporator of this Association, have executed these Articles of Incorporation.