ARTICLES OF INCORPORATION
OF STURBRIDGE PROPERTY OWNER’S ASSOCIATION, INC.
The undersigned hereby form a charitable, benevolent, non-profit corporation and subscribe the following Articles of Incorporation as follows:
First: The name of the corporation is STURBRIDGE PROPERTY OWNER’S ASSOCIATION, INC.
Second: The duration of existence of this organization shall be perpetual.
Third: The purpose for which this corporation is organized and the activities proposed to be transacted, promoted or carried on by it are as follows, to-wit:
To provide and operate, but not for profit, a swimming pool and other recreational facilities, for social, educational and recreational purposes, for the general and common welfare of the owners of property (and their immediate families) in Sturbridge, an Addition to the City of Little Rock, Arkansas (including all sections thereof).
To have all powers and authorities set forth in or contemplated by Act No. 176 of the General Assembly of Arkansas of 1965, as now in effect or hereafter amended.
To do any or all things necessary, convenient, useful or incidental to the attainment of its purposes as fully and lawfully might or could do so long as same are consistent with and do not contravene the provisions of Act No. 176 of 1963.
The purposes of this corporation are expressly declared not to be for gain or individual profit and it shall be operated entirely on a non-profit basis.
No part of its activities shall ever in any way involve the carrying on of activities designed or calculated to promulgate or carry on any propaganda type activities, nor shall any part of its earnings or capital assets ever inure to or be paid to or for the benefit of private contributors, members or individuals as such. In the event this corporation is dissolved, voluntarily or involuntarily, all of its net assets of every nature shall be distributed and paid out for such scientific and educational purposes as the last Board of Directors of the corporation shall determine, provided, no such distribution shall be made to other than organizations or institutions qualified as tax exempt organizations under the provisions of Section 501 (c) (3) of the Internal Revenue Code of the United States as now in effect or as hereafter amended.
Fourth: The names and addresses of the incorporators are as follows:
Name Address
1. Robert G. Brave 312 West Capitol
Little Rock, Arkansas
2. William Hastings 312 West Capitol
Little Rock, Arkansas
3. John Marlowe 312 West Capitol
Little Rock, Arkansas
4. Staunton Brown 312 West Capitol
Little Rock, Arkansas
5. John McKay 312 West Capitol
Little Rock, Arkansas
Fifth: The principal office of this corporation shall be located at 312 West Capitol, Little Rock, Arkansas, or at such place as the Board of Directors of this corporation shall from time to time designate as the location of the principal office.
Sixth: The name of the registered agent of the corporation is Staunton Brown, whose address is 312 West Capitol, Little Rock, Arkansas.
Seventh: The initial Board of Directors will consist of five directors. The persons who are to serve as initial directors are the persons named above as incorporators and their names and addresses are the same as set forth in Paragraph Fourth. The initial directors will serve for a term of three years from the incorporation of this corporation, and until their successors have been elected and qualify.
Eighth: The affairs and business of this corporation shall be controlled and conducted by a Board of Directors consisting of such number of directors as may be fixed by the By-Laws of this corporation. Directors shall serve for a term of one year and until their successors are elected and qualify. The Board of Directors may make By-Laws for the management of the affairs of this corporation from time to time and may amend or repeal such By-Laws.
Ninth: The membership of this corporation shall be divided into classes of membership which shall be designated as:
(a) Owner Members
(b) Sponsored Members
The qualifications for membership in either class, together with the rights, powers and attendant privileges (including voting rights) shall be as fixed and designated by the By-Laws.
Tenth: These Articles of Incorporation may be amended by the approving vote of seventy-five per cent (75%) of the total number of Owner and Sponsored Members.
Amended by Board of Directors February 28, 1972
BY-LAWS OF STURBRIDGE PROPERTY OWNER’S ASSOCIATION, INC.
ARTICLE I
The name of this corporation shall be Sturbridge Property Owner’s Association, Inc., hereafter referred to as “The Association”.
ARTICLE II
Members
Section 1. Membership
There shall be two classes of membership as follows:
Owner members. Any person, natural or artificial, owning a lot or lots in Sturbridge, an Addition to the city of Little Rock, Arkansas, shall be eligible to become an Owner Member. An Owner Member is a person, natural or artificial, who has applied to become an Owner Member and who has been accepted and paid the annual membership fee fixed by the Board of Directors.
Sponsored Members. A Sponsored Member is a natural person who has been accepted for sponsored membership and whose annual membership fee, as fixed by the Board of Directors, has been paid by the Owner Member who is his / her sponsor. Any Owner Member may sponsor one or more Sponsored Members provided that the number of Sponsored Members sponsored by the Owner Member shall not exceed a number equal to one less than the total number of lots owned in Sturbridge Addition by the Owner Member.
Membership shall continue only so long as the appropriate annual membership fee is paid for the then current fiscal year, and so long as an Owner Member is the owner of a lot in Sturbridge Subdivision, or so long as a Sponsored Member’s sponsoring Owner Member is the owner of the lot in connection with which the Sponsored Membership was established.
No membership or interest in this Association shall be assignable or transferable inter vivios by any member, nor shall any membership or interest pass to any legal representative, heir, devisee, or legatee of any deceased member, except that a membership shall pass to and vest in the person or persons who succeed to the title of the lot in connection with which the membership was established; provided, however, in the case of the death or resignation of any Sponsored Member, such death or resignation shall not terminate such membership, but the same shall revert to the Owner Member who sponsored such Sponsor Member until re-registered in the name of a successor Sponsored Member.
Section 2. Place of holding meetings
All meetings of the members shall be held at the office of the Association at Little Rock, Arkansas, unless written
notice of another place for meeting is given in the meeting notice.
Section 3. Election of Directors
The annual meeting of members for the election of directors and the transaction of other business shall be held on the second Monday in March of each year, after 1968; provided, however, that the initial directors shall serve until the annual meeting to be held in 1971. If this date shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting the members entitled to vote shall by plurality vote, by ballot, elect a Board of Directors, and they may transact such other corporate business as shall be stated in the notice of the meeting.
Section 4. Voting
In voting for Directors, and in voting on a proposal to amend the Articles of Incorporation, each member, Owner and Sponsored, shall be entitled to cast one vote, in person or by proxy. Sponsored Members shall have no vote on any other matters on which the membership votes, but on such other matters each Owner Member shall be entitled to cast, in person or by proxy, his own vote plus one vote for each Sponsored Member then sponsored by such Owner Member.
Section 5. Quorum
Except as provided in the next section hereof, fifty-one per cent of the Owner Members, in person or by proxy, shall constitute a quorum for the transaction of business.
Section 6. Adjournment of Meetings
If less than a quorum shall be in attendance at any time for which the meeting shall have been called, the meeting may, after the lapse of at least half an hour, be adjourned from time to time by a majority of the Owner Members present or represented and entitled to vote thereat, and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned.
Section 7. Special Meetings: How Called
Special meetings of the members for any purpose or purposes may be called by the President or Secretary, and shall be called upon a requisition in writing therefor, stating the purpose or purposes thereof, delivered to the President or Secretary, signed by a majority of the Directors or Owner Members, or by resolution of the Directors.
Section 8. Notice of Meetings of the Members
Written or printed notice, stating the place and time of the meeting, and the general nature of the business to be considered, shall be given by the President or Secretary to each member entitled to vote thereat at his / her last known post office address, at least one (1) day before the annual meeting or any special meeting.
ARTICLE III
Directors
Section 1. Number, Term, Quorum
The entire management and operation of the affairs of the Association shall be vested in a Board of Directors which shall consist of ten (10) members. The Directors shall be elected at each annual meeting of the members after the 1970 annual meeting. Four (4) Directors shall be elected for a term of two (2) years at each annual meeting. Directors shall be members who are either owners or sponsored. One Director shall be an assessment member. If any Director should move from the area or resign the President shall appoint a member to fill the vacancy.
A majority of the duly elected and qualified Directors, at any time elected and qualified, shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned.
All Directors shall be eligible for re-election to succeed themselves.
Section 2. Election of Officers
At the first meeting, or at any subsequent meeting called for the purpose, the Directors shall elect a President, one or more Vice Presidents, a Treasurer and a Secretary, which officers shall be members, either Owner or Sponsored, but need not also be Directors. Such officers shall hold office until the next election of officers and until their successors are elected and qualified. A person may be elected to hold one or more of the above mentioned offices simultaneously.
Section 3. Meetings
Regular meetings of the directors may be held with or without notice at such places and times as shall be determined from time to time by resolution of the Directors. Special meetings of the Board may be called by the President or by the Secretary or upon call of a majority of the directors on at least three (3) days notice to each director. Meetings of the Directors shall be at the offices of the Association in Little Rock, Arkansas, or at any other place as the Directors may from time to time by resolution determine.
Section 4. General Powers of Directors
The Board of Directors shall have the entire management of the business of the Association, and shall have complete charge of all of its activities and of all of its property and, subject to the restrictions imposed by law, by the Articles of Incorporation, or by these By-Laws, may exercise all of the powers of the Association.
Section 5. Compensation of Directors
Directors shall not receive any stated salary for their services as directors. Nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity as an officer, agent or otherwise, and receiving compensation therefor; provided, however, that this Association is a non-profit Association and no fee or expense allowance to any Director or to any officer shall ever be used as an attempt to pay to or for the benefit of such Director or officer any part of the earnings or capital assets of the Association.
ARTICLE IV
Officers
Section 1. Officers
The officers of the Association, in addition to the Directors, shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be elected or appointed by the Board of Directors. Officers shall be members, either Owner or Sponsored.
Section 2. President
The President shall be the principal executive officer of the association. He shall preside at all meetings of the Directors, and act as temporary Chairman at and call to order all meetings of the members; he shall have, subject to the approval or confirmation of the Directors, power to appoint and discharge employees and agents of the Association, to fix their compensation, and to make and sign contracts and agreements in the name and on behalf of the Association; he shall see that the books, report statements and certificates required by the statute under which this Association is organized, or any other laws applicable thereto, are properly kept, made and filed according to law; he shall generally do and perform all acts incident to the office of President, or which are authorized or required by law; and while the Directors are not in session he shall have the general management and control of the business and affairs of the Association.
Section 3. Vice President
Each Vice President shall have such powers and shall perform such duties as shall be assigned to him / her by the Directors.
Section 4. Secretary
The Secretary shall give or cause to be given notice of all meetings of the members and Directors and other notices required by law or by these By-Laws and shall have the powers and duties customarily delegated to corporate secretaries, including custody of the seal and minute books of the Association. He / she shall act as Secretary of the Board of Directors and shall record the minutes of all meetings and proceedings of the Directors and/or of the members.
Section 5. Treasurer
The Treasurer shall have the custody of all funds, securities, evidences of indebtedness and other valuable documents of the Association; he / she shall receive and give or cause to be given receipts and acquittances for moneys paid in on account of the Association and shall pay out of the funds on hand all just debts of the Association of whatever nature upon maturity of the same; he / she shall enter or cause to be entered in books of
ARTICLE IV (cont’d)
the Association to be kept for that purpose full and accurate accounts of all moneys received and paid out on account of the Association, and shall keep correct and complete books and records and accounts required by the statute under which this Association is created; and whenever required by the President or the Directors, he / she shall render a full and complete statement of all of his / her accounts; he / she shall keep or cause to be kept such other books as will show a true record of the expenses, assets and liabilities of the Association, and shall perform all of the other duties incident to the office of the Treasurer. He / she shall, if required by the Board, give the Association a bond for the faithful discharge of his / her duties in such amount and with such sureties as the Board may prescribe.
ARTICLE V
Resignations, Filling of Vacancies, Increase in Number of Directors
Section 1. Resignations
Any Director or other officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.
Section 2. Filling of Vacancies
If the office of any Director or other officer becomes vacant, the remaining Directors in office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his / her successor shall be duly chosen.
Section 3. Increase in Number of Directors
The number of Directors may be increased or decreased at any time by the affirmative vote of a majority of the Directors at a regular meeting or at a special meeting called for that purpose, and by like vote, the additional Directors may be chosen at such meeting to hold office until the next annual meeting at which Directors are to be elected and until their successors are elected and qualify.
ARTICLE VI
Miscellaneous Provisions
Section 1. Corporate Seal
The corporate seal shall be circular in form and shall contain the name of the Association, the year of its creation and the words, “Corporate Seal Arkansas”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 2. Fiscal Year
The fiscal year of the Association shall begin on March 1.
Section 3. Principal Office
The principal office of the Association shall be at Little Rock, Arkansas, with offices at such other places as the Board of Directors may from time to time designate or the activities of the Association may require.
Section 4. Checks, Drafts, Notes
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers , agent or agents of the Association , and in such a manner as shall from time to time be determined by resolution of the Board of Directors.
Section 5. Notice and Waiver of Notice
Whenever any notice is required by these by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office in a suitable wrapper bearing adequate postage, addressed to the person entitled thereto at his / her last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Any notice required to be given under these By-Laws may be waived by the person entitled thereto. Sponsored Members shall not be entitled to receive notice of any such meeting except the annual meeting or except any meeting whereat Sponsored Members will be entitled to vote.
ARTICLE VIII
Amendments
Section 1. Amendment of By-Laws
The Owner Members, by the affirmative vote equal to two-thirds of all votes that all Owner Members are entitled to cast, may, at any meeting, amend or alter any of these By-Laws, as may a majority of the entire Board of Directors, subject and pursuant to the Articles of Incorporation and the By-Laws.
ARTICLE IX
Assessments
Section 1. Annual Assessment
The Board of Directors is empowered to levy an assessment against each lot in Sturbridge Subdivision.
Section 2. Initial Amount of Assessment
The initial annual assessment, for the years 1976 through 1980, shall be $15.00 per lot per annum. For the year 1976 the assessment shall be due and payable on or before May 1, 1976. From 1977 through 1980 the assessment shall be due and payable on or before the 15th day of February of each year. The due date for payment of any assessment subsequent to 1980 shall be determined at the time the assessment is levied.
ARTICLE IX (cont’d)
Section 3. Change in Amount of Assessment
Commencing in 1981 a change in the annual assessment may be made, provided:
the proposed change in amount is presented at a duly called annual or special meeting, and
notice in writing of the proposed change is given to at least one owner of each lot in Sturbridge Subdivision at least seven (7) days in advance of the meeting date, and
the proposed change is approved by the affirmative vote of at least a majority of those present at the aforementioned meeting by written ballot.
Section 4. Assessment Membership
A special membership is created to be known as an “assessment membership”. Each lot owner shall have an assessment membership and shall have thereby the right to vote, in person or by proxy, on the business that affects the park, the election of officers, the initial amount of the annual assessment and any subsequent change in the amount of the annual assessment, provided:
(a) there shall be no more than one vote per lot.
No rights or privileges are bestowed upon those holding assessment memberships except those specifically enumerated in this Section.
Section 5. Amendment of Article IX
Notwithstanding the provisions of Article VII, no amendment shall be made to any provision of this Article (Article IX) without the written affirmative vote of at least 80% of the assessment membership.
Bills of Assurance – Sturbridge Subdivision
The lots in said subdivision shall be sold by the grantor and shall be purchased by the buyers thereof subject to the following covenants, to wit:
Except for the area designated Sturbridge Green, which is reserved for recreational purpose, no lot shall be used except for residential purposes. No building shall be erected, altered, placed, or permitted to remain on any lot other than the single family dwelling not to exceed two and one-half stories in height and a private garage for not more than two cars.
No lot shall be re-subdivided into nor shall any dwelling be erected or placed on any lot or building site having a width of less than 60 feet at the building line or an area of less than 7,200 square feet. All lots must comply with the Little Rock Zoning Ordinance specifications. In any event, no lot shall be re-subdivided to produce a smaller house site than is shown on the initial plat.
The floor area of any dwelling constructed on any lot or part thereof shall be no less than 1,300 square feet. In all cases the floor area shall be the area of the building within its largest outside dimensions, exclusive of open porches, breezeways, terraces, garages, exterior or secondary stairways, porte-cocheres and out-buildings.
No building or fence shall be constructed on any lot nearer to the street than the building line shown on said plat. No building shall be located nearer to an interior lot line than 10% of the average width of the lot, provided, however, such side yard need not exceed 8 feet in width. For the purpose of this covenant, eaves, steps, and open porches shall not be considered as part of a building. No main building shall be built on any interior lot in said addition nearer than 25 feet to the rear lot line. An accessory structure must be located at least 60 feet from the from property line and may be placed on no less than 8 feet from a side lot line. The moving of any existent structure upon and to this property is prohibited
No building, fences, incinerators, paved driveways, or any other permanent structure or improvement of any kind, whether herein specifically enumerated or not, shall be built or maintained within the area of any of the easements shown on the plat, and in the event any such obstruction is placed thereon in violation of this restriction and reservation, no utility will be liable for destruction of same in maintaining or repairing its lines located within the area of said easement.
No sign of any kind shall be displayed to the public view on any lot except one professional sign of not more than one square foot, one sign of not more than five square feet advertising the property for sale or rent, or signs used by a builder to advertise the property during the construction and sales period.
No structure of a temporary character, trailer, basement, tent, shack, garage, barn or other outbuildings shall be used on any lot at any time as a residence; either temporarily or permanently.
No fence, wall, hedge, or shrub planting, which obstructs sight lines at elevations of more than 30 inches above the roadways, shall be placed or permitted to remain on any corner lot within the triangular area formed by the street property lines and a line connecting them at points 50 feet from the intersection of the street lines, or in case of a rounded property corner, within the triangle formed by tangents to the curve at its beginning and end, and a line connecting them at points 50 feet from their intersection. No tree shall be permitted to remain within such distances of such intersections unless the foliage line is maintained at a height of 8 feet to prevent obstruction of such sight lines.
No obstruction shall be placed in the street or gutter. Curbs shall be broken at driveways, and driveway aprons shall not extend past the face of the curb.
These covenants and restrictions are to run with the land and shall be binding on all parties and all persons claiming under them for a period of thirty years from the date these covenants and restrictions are recorded, after which time said covenants and restrictions shall be automatically extended for successive periods of ten (10) years, unless an instrument signed by a majority of the then owners of the lots has been recorded, agreeing to change said covenants and restrictions in whole or part.
These covenants and restrictions shall not be amended, cancelled or supplemented unless an instrument signed by the owners of at least eighty (80) per cent of the aforesaid lots is placed on record agreeing to change the covenants and restrictions in whole or part and any change must be approved by the Little Rock Planning Commission.
In the event of any attempt to violate any of the covenants and restrictions herein, before the expiration date hereof, it shall be lawful for any persons or person owning a lot or lots in said addition to prosecute any proceedings at law or in equity against the person or persons violating or attempting to violate any such covenant or restriction, and either to prevent him or them from so doing or to recover damages or other dues for such violation.
Bills of Assurance – Sturbridge Subdivision (cont’d)
The invalidation of any of these covenants or restrictions by judgment or court order shall in no wise affect any of the other provisions, which shall remain in full force and effect.
The owner or purchaser of any property in the Subdivision, by acceptance of title agrees to become and shall be a member and have membership in the Sturbridge Property Owner’s Association, Inc. Any owner or purchaser of property in said Subdivision agrees to pay the said Association the minimum annual dues or assessments for such purposes, the amount of which is to be established by the Board of Directors of the Property Owners Association subject to the approval of the majority of those members present at the regular annual meeting of the Association, provided that such minimum annual dues or assessments against any lot shall be an equal amount per lot.
A lien shall exist and shall continue to exist on each lot in the Subdivision for the amount of the minimum annual dues or assessments so fixed until the same is fully paid. The Association shall have the right, power and authority to add a penalty not to exceed twenty (20) per cent for failure to pay such minimum annual dues or assessment, and to enforce the
collection of all dues, assessments and penalties, if not paid within the time fixed by the Association, by proceedings in the Chancery Court of Pulaski County, Arkansas, the same as other liens are enforced on lands located in said county, and said lien shall cover and include said penalties and all cost incurred in enforcing same.
The Articles of Incorporation and By-Laws of the Sturbridge Property Owner’s Association, Inc., shall provide for any classification of memberships within the Association and the privileges available thereto, provided that the owner or purchaser of a lot in said Subdivision shall be entitled to one vote at all elections and on all other matters that may come before a meeting of the Association, and provided further that if any member of said Association shall be the owner or purchaser of more than one lot in said Subdivision, he / she shall be entitled to as many votes as the number of lots owned or purchased by him / her.
If any provision of this section or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions of this section which can be given effect without the invalid provision or application, and to this end the provisions of this section are declared severable.