EXHIBIT “C”

 

ARTICLES OF’ INCORPORATION

 

OF

 

LITTLE RIVER INN HOMEOWNERS ASSOCIATION, INC.

 

 (A Corporation. Not For Profit)

 

In order to form a corporation under and in accordance with the provisions of the laws of the State of South Carolina for the Formation of Corporations Not for Profit, we, the undersigned, hereby associate ourselves into a corporation for the purpose and with the powers hereinafter mentioned; and to that end we do, by these Articles of Incorporation, set forth:

                               

              I.               

The name of the proposed corporation shall be:

LITTLE RIVER INN HOMEOWNERS ASSOCIATION, INC.

 

 

II.

 

 

The purposes and objects of the corporation shall be to administer the operation and management of Little River Inn, a Horizontal Property Regime, an apartment project to be established In accordance with the Horizontal Property Act of the State of South Carolina and to undertake the performance of the acts and duties incident to the administration of the operation and management of said CONDOMINIUM in accordance with the terms, provisions, conditions and authorizations contained in these Articles of Incorporation and which may be contained in the formal Master Deed which will be recorded in the Public Records of Horry County, South Carolina at the time said property, and the improvements now or hereafter situate thereon, are submitted to a plan of condominium ownership; and to own, operate, lease, sell, trade and otherwise deal with such property, whether real or personal, as may be necessary or convenient in the administration of sail CONDOMINIUM. The Corporation shall be conducted as a non—profit organization for the benefit of its members.

 

III.

 

The Corporation shall have the following powers:

1. The Corporation shall have all of the powers and privileges granted to corporations not for profit under the law pursuant to which this Corporation is chartered.

2. The Corporation shall have all of the powers reasonably necessary to implement and effectuate the purposes of the Corporation including, but not limited to, the following:

(a) To make and establish reasonable rules and regulations governing the use of APARTMENTS and COMMON ELEMENTS in said CONDOMINIUM as said terms may be defined in said Master Deed to be recorded.


(b) To levy and collect assessments against members of the Corporation to defray the common expenses of the CONDOMINIUM as may be provided in said Master Deed and in the By—Laws of the Corporation which may be hereafter adopted, including the right to levy and collect assessments for the purposes of acquiring, operating, leasing, managing and otherwise trading and dealing with such property, whether real or personal, including APARTMENTS in said CONDOMINIUM, which may be necessary or convenient in the operation and management of the CONDOMINIUM and in accomplishing the purposes set forth in said Master Deed.

 

c) To maintain, repair, replace, operate and manage the CONDOMINIUM and the property comprising same, including the right to reconstruct. improvements after casualty and to make further improvements of the Condominium property.

 

(d) To contract for the management of the CONDOMINIUM and to delegate to such contractor all of the powers and duties of the ASSOCIATION except those which may be required by the Master Deed to have approval of the Board of Directors of Membership of the Corporation.

 

(e) To enforce the provisions of said Master Deed, these Articles of Incorporation, the By—Laws of the Corporation which may be hereafter adopted, and the rules and regulations governing the use of said CONDOMINIUM as same may be hereafter established.


(f) To exercise, undertake and accomplish all of the rights, duties and obligations which may be granted to or imposed upon the Corporation pursuant to the Master Deed aforementioned.

 

IV.

 

The qualifications of the members, the manner of their admission to membership and termination of such membership, and voting by members shall be as follows:

 

1. The owners of all APARTMENTS in the CONDOMINIUM shall be members of the Corporation, and no other persons or entities shall be entitled to membership, except as provided in Item (5) of Article IV.

2. Membership shall be established by the acquisition of a fee simple title to an APARTMENT in the CONDOMINIUM or by acquisition of a fee ownership interest therein, whether by conveyance, judicial decree or otherwise, and the membership of any party shall be automatically terminated upon his being divested of all title to or his entire fee ownership interest in any APARTMENT, except that nothing herein contained all be construed as terminating the membership of any party who may own two or more APARTMENTS, or who my own a fee ownership interest in two or more APARTMENTS, so long as such party shall retain title to or fee ownership interest in any APARTMENT.

3. The interest of a member in the funds and assets of the corporation cannot be assigned, hypothecated or transferred in any manner, except as an appurtenance to his APARTMENT. The funds and assets of the Corporation shall be loaned solely to the Corporation subject to the limitation that the same be expended, held or used for the benefit of the Membership and for the purposes authorized herein, in the Master Deed and in the By—Laws which may be hereafter adopted.

4. On all matters on which the Membership shall be entitled to vote, there shall be only one vote for each APARTMEN in the CONDOMINIUM, which vote may be exercised or cast by the owner or owners of each APARTMENT in such manner as may be provided in the By—Laws hereafter adopted by the Corporation. Should any member own more then one APARTMENT such member shall be entitled to exercise or cast as many votes s he owns APARTMENTS, in the manner provided by said By-Laws.

5. Until such time as the property described in Article II hereof, and the improvements which may be hereafter constructed thereon, are submitted to a plan of Condominium ownership by the recordation of said Master Deed, the Membership of the Corporation shall be comprised of the Subscribers to these Articles, each of which Subscribers shall be entitled to cast one vote on all matters on which the Membership shall be entitled to vote.

 

V.

 

The Corporation shall have perpetual existence.


VI.

 

The principal office of the Corporation shall be located at Suite 209, 1500 U. S. Highway 17 North, Surfside Beach, South Carolina, 29587, but the Corporation may maintain offices and transact business in such other places within or without the State of South Carolina as may from time to time be designated by the Board of Directors.

 

VII.

 

The affairs of the Corporation shall be managed by the President of the Corporation assisted by the Vice President, Secretary and Treasurer and, if any, the Assistant Secretaries and Assistant Treasurers, subject to the directions of the Board of Directors. The Board of Directors, may employ a Managing Agent and/or such other managerial and supervisory personnel or entities to administer or assist in the administration of the operation and management of the CONDOMINIUM, and the affairs of the Corporation and any such person or entity may be so employed without regard to whether such person or entity is a member of the Corporation or a Director or Officer of the Corporation, as the case may be.

 

VIII.

 

The number of members of the first Board of Directors of the Corporation shall be two (2). The number of members of succeeding Boards of Directors shall be as provided from time to time by the By—Laws of the Corporation. The members of the

Board of Directors shall be elected by the members of the Corporation at the annual Meeting of the Membership as provided by the By—Laws of the corporation, and at least a majority of the Board of Directors shall be members of the Corporation, and at least a majority of the Board of Directors shall be members of the Corporation or shall be authorized representatives, officers or employees of a corporate member of the Corporation. Notwithstanding the foregoing, so long as Little River Golf and Health Resort Joint Venture, a South Carolina Joint Venture, hereinafter referred to as “Owner,” is the owner of twenty—five percent (25%) or more of all of the planned APARTMENTS in all phases of said CONDOMINIUM, OWNER shall have the right to designate and select a majority of the persons who shall serve as members of each Board of Directors of the ASSOCIATION. The power of the OWNER to designate directors as above referred to shall terminate on the 1st day of December, 1989.

 

IX.

 

The Board of Directors shall elect a President, Secretary, and Treasurer, and as many Vice Presidents, assistant Secretaries and assistant Treasurers as the Board of Directors shall determine. President shall be elected from among the membership of the Board of Directors, but no other officer need be a Director. The same person may hold two offices, the duties of which are not incompatible; provided, however, that the office of President and Vice President shall not be held by the same person, nor shall the office of President and Secretary or assistant Secretary be held by the same persons.


X.

 

The names and post office addresses of the first Board of Directors, who, subject to the provisions of the Articles of Incorporation the By—Laws, and the laws of the State of South Carolina, shall hold office for the first year of the Corporation’s existence, or until their successors are elected

and have qualified, are as follows:

 

NAME                            ADDRESS

Joseph C. Thorton                    P.O. Box 768

North Myrtle Beach, SC

 

Timothy Mitchell                     P.O. Box 76

North Myrtle Beach, SC

 

 

XI.

 

The subscribers to these Articles of Incorporation are the persons herein named to act and serve as members of the first Board of Directors of the Corporation, the names of which Subscribers and their respective post office addresses are more particularly set forth in Article X above.

 

XII.

 

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


XIII.

 

Every Director and every officer of the corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of his being or having been a Director or Officer of the Corporation, whether or not he is 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 or malfeasance in the performance of his duties; provided, that in the event of any claim for reimbursement of indemnification hereunder based upon a settlement by the Director or Officer seeking such reimbursement or indemnification, the indemnification herein shall only apply if the Board of Directors approves such settlement and reimbursement as being in the best interests of the Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or Officer may be entitled.

 

XIV.

 

An Amendment or Amendments to these Articles of Incorporation may be proposed by the Board of Directors of the Corporation acting upon a vote of the majority of the Directors, or by the members of the Corporation owning a majority of the total value of the property in the CONDOMINIUM, whether meeting

as members or by instrument in writing signed by them. Upon any Amendment or Amendments to these Articles of Incorporation being proposed by-said Board of Directors or members, such proposed Amendment or Amendments shall be transmitted to the president of the Corporation or other Officer of the Corporation in the absence of the President who shall thereupon call a Special Joint Meeting of the members of the Board of Directors of the Corporation and the membership for a date not sooner than twenty (20) days nor later than sixty (60) days from the receipt by him of the proposed Amendment or Amendments, and it shall be the duty of the Secretary to give to each member written or printed notice of such meeting stating the time and place of the meeting and reciting the proposed Amendment or Amendments in reasonably detailed form, which notice shall be mailed or presented personally to each member not less than ten or more than thirty (30) days before the date set for such meeting. If mailed, such notice shall be deemed to be properly given when deposited in the United States mail, addressed to the member at his post office address as it appears on the records of the Corporation, the postage thereon prepaid. Any member may, by written waiver of notice signed by 3uch member, waive such notice, and such waiver when filed in the records of the Corporation, whether before or after the holding of the meeting, shall be deemed equivalent to the giving of such notice to such member. At such meeting, the Amendment or Amendments proposed must be approved by an affirmative vote of the members owning not less than two—thirds of the total value of the property in the CONDOMINIUM order for such Amendment or Amendments to become effective. Thereupon, such Amendment or Amendments of these Articles of Incorporation shall be transcribed and certified in such form may be necessary to register the same in the Office of the Secretary of State of the State of South Carolina, and upon the registration of such Amendment or Amendments with said Secretary of State, a certified copy thereof shall be recorded in the Public Records of Horry County, South Carolina, within ten (10) days from the date on which the same are so registered. At any meeting held to consider such Amendment or Amendments of these Articles of Incorporation, the written vote of any member of the Corporation shall be recognized, if such member is not in attendance at such meeting or represented thereat by proxy, provided such written vote is delivered to the Secretary of the Corporation at or prior to such meeting.

 

WHEREFORE, Your Petitioners pray that the Secretary of State does issue to the aforesaid Carolina Surf Homeowners Association, Inc., a charter with all rights, powers, privileges and immunities and subject to all of the limitations and liabilities conferred by Chapter 31, Title 33, 1976 Code of Laws of South Carolina, and acts amendatory thereto.

 

                                Signature not distinguisable

_______________________

Signature not distinguisable

_______________________

 

 

Date: May ___29___,1985