AMENDED ARTICLES OF INCORPORATION OF BEECHTREE ESTATES HOMEOWNERS ASSOCIATION, INC.


In compliance with the Annotated Code of Maryland, Corporations and Associations Article, Title 5, Subtitle 2, I, Bradley R. Stover, the undersigned, whose address is 11 South Main Street, Bel Air, Maryland 21014, being at least eighteen (18) years of age, do hereby declare myself as incorporator with the intention of forming a nonstock and nonprofit corporation under the general laws of the State of Maryland and hereby certify:

ARTICLE I: NAME

The name of the corporation is “THE TRAILS AT BEECH CREEK HOMEOWNERS ASSOCIATION, INC.,” hereafter called the “Association.”


ARTICLE II: PRINCIPAL OFFICE

The principal office of the Association is located at
7035 Albert Einstein Drive, Suite 200
Columbia, MD 21046


ARTICLE III: RESIDENT AGENT

Kramon & Graham, P.A.
1 South Street, Suite 2600
Baltimore, Maryland 21202


ARTICLE IV: PURPOSES AND POWERS

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 the maintenance, preservation and architectural control of the lots and Amenities (as those terms are defined in the Declarations hereinafter referral to) within those certain tracts or parcels of land described in Exhibit A attached hereto and additions thereto as may hereafter be brought within the jurisdiction of this Association. In furtherance of these purposes, the Association shall have full power 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 a certain declaration entitled, “Beechtree Estates Homeowners Association, lnc., Declaration of Covenants, Conditions and Restrictions Land Use, Architectural Control, Common Areas and Amenities,” and a certain declaration entitled “Beechtree Estates Homeowners Association, lnc., Declaration of Covenants, Conditions and Restrictions, Storm Water Management Facilities” (hereinafter collectively called the “Declarations”) applicable to the above described property and recorded among the Land Records of Harford County, Maryland, and as the same may be amended or supplemented from time to time as therein provided.

B. Fix, levy, collect and enforce payment by any lawful means all charges or assessments pursuant to the terms of the Declarations; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, 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 Association.

D. Borrow money and, with the assent of two-thirds (2/3) of the votes of the 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. Participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property, provided that any such merger or consolidation shall have the assent of two-thirds (2/3) of the votes of each class of members and any such annexation shall be done in accordance with the Declarations.

F. Dedicate, sell or transfer all or any part of the Common Area 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 of any Common area shall be effective unless an instrument has been signed by the Secretary of the Association certifying that two-thirds (2/3) of the votes of the members approved such dedication, sale or transfer.

G. Grant utility and drainage easements in, under, over and through properties owned by the Association.

H. Have and to exercise any and all powers, rights and privileges which a non-stock, non-profit corporation organized under the Corporation Law of the State of Maryland by law may now or hereafter have or exercise.


ARTICLE V: ASSOCIATION NOT AUTHORIZED TO ISSUE STOCK

The Association has no authority to issue capital stock.


ARTICLE VI: MEMBERSHIP

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 Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include and does not include persons or entities which 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 Association.


ARTICLE VII: VOTING RIGHTS

The Association shall have one (1) class of voting membership. Each Owner of a Lot, including the Declarant of the Declarations, shall be entitled to one (1) vote for each Lot owned. When more than one (1) person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one (1) vote be cast with respect to any Lot. When at least seventy-five percent (75%) of the total number of Lots that may be part of the Development after all phases are complete and not just the Lots that are shown on subdivision plats of the Development are owned by members of the public for residential purposes, the initial meeting of the members of the Association to elect a governing body of the Association pursuant to Section 11B-106.1 of the Real Property Article of the Annotated Code of Maryland.


ARTICLE VIII: BOARD OF DIRECTORS

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

Clark P. Turner
Daniel Whitehurst
Fred Sheckells

The above-named Directors shall serve until the first annual meeting of the members held pursuant to Section 11B-106.1 of the Real Property Article of the Annotated Code of Maryland, at which time three (3) Directors shall be elected. At all relevant times, the remaining Directors may elect a successor to fill the unexpired term of a Director in the event of death, resignation or removal of a Director.

From and after the first annual meeting of members held pursuant to Section 11B-106.1 of the Real Property Article of the Annotated Code of Maryland, the term of office of the Directors shall be staggered. At the first meeting of members, one-third (1/3) of the Directors shall be elected to an initial term of three (3) years, one-third (1/3) of the Directors shall be elected to an initial term of two (2) years and one-third (1/3) of the Directors shall be elected to an initial term of one (1) year. At each subsequent meeting of members, the members shall elect one-third (1/3) of the total number of Directors and the term of each Director shall be three (3) years.

Special meetings of the Members held prior to the first annual meeting of the Members of the Association may be called at any time by (i) the President, (ii) by the Board of Directors, or (iii) upon written request of the Members who are entitled to vote the majority (51%) of all of the votes of the Members.


ARTICLE IX: DISSOLUTION

The Association may be dissolved with the assent of two-thirds (2/3) of the votes of the members. Upon dissolution of the Association, 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 acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.


ARTICLE X: DURATION

The corporation shall exist perpetually.


ARTICLE XI: AMENDMENT

Amendment of these Articles shall require the assent of the holders of two-thirds (2/3) of the votes of the members except that, prior to first annual meeting of the Members of the Association pursuant to Section 11B-106.1 of the Real Property Article of the Annotated Code of Maryland, any amendment desired by the Declarant shall only require the assent of the Declarant. No amendment to these Articles of lncorporation may be made which affects the Builder’s (as defined in the Declarations) rights or obligations while the Builder has any of the Properties (as also defined in the Declarations) under contract or owns any portion of the Properties without the Builder’s prior written consent.