ARTICLE I. OFFICES
The Principal office of the Corporation in the State of Tennessee, shall be located in the City of Hendersonville, County of Sumner. The Corporation may have such other offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting. The Annual Meeting of the Shareholders shall be held on the 7th day in the month of November in each year, beginning with the year 2002, at the hour of 8:00 o'clock a.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Tennessee, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any Annual Meeting of the Shareholder, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as conveniently may be.
SECTION 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be three. Each director shall hold office until the next annual meeting of the shareholders and until his successor shall have been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any other directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at least fifteen (15) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such outstanding shares as specified in the statement submitted by the shareholder. If the Board does desire to purchase the shares then it shall notify the shareholder wishing to sell and the Board shall then have further reasonable time to obtain the money necessary to purchase those shares at their fair market value as determined by the Board.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January and end of the 31st day of December in each year.
ARTICLE VIII. DIVIDENDS
No dividends shall be paid.
ARTICLE IX. CORPORATE SEAL
The Board of Directors shall provide a Corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, "ISLAND BROOK HOMEOWNERS ASSOCIATION, INC.".
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the corporation WAIVER OF NOTICE OF MEETING OF INCORPORATION I, The undersigned, being the only incorporator of Island Brook Homeowners Association, Inc. a corporation organized under the laws of the State of Tennessee, do hereby severally waive any and all of the statutory requirements as to notice of the time, place, and purpose of the first meeting of incorporator of the said corporation and the publication thereof, and consent that the meeting shall be held at 114 Powell Drive , in the City of Hendersonville, on November 7, 2001, at 8:00a.m. ,and I consent to the transaction of any and all business that may properly come before the meeting. Dated:_______________________________
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BEING THE ONLY INCORPORATOR OF THE ABOVE CORPORATION
MINUTES OF THE FIRST MEETING OF INCORPORATOR OF SECURITY TRUST MORTGAGE COMPANY, INC.
The first meeting of the incorporator of Security trust Mortgage Company, Inc. was held at 114 Powell Drive, in the City of Hendersonville, State of Tennessee, on November 7, 2001 , at 8:00 a.m. , pursuant to a written waiver of notice signed by the incorporator, fixing said place and time.
The following incorporator was present in person: Lori D. Atchley, being the only incorporator named in the Certificate of Incorporation.
On motion unanimously carried, Dan Carlyle was elected Chairman, Floyd K. Wilkinson was elected as Vice-Chariman and Lori D. Atchley, Secretary of the meeting.
The Secretary presented the Waiver of Notice of the meeting signed by the Incorporator, and it was filed as part of the minutes.
The Chairman reported that the Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Tennessee, on November 6, 2001, and a certified copy thereof was filed for record in the office of the Register of Deeds in the County of Sumner County, in Deed Book ________, Page ________, and a copy of said Certification of incorporation was ordered to be inserted on the minute book as a part of the records of the meeting. The Secretary presented a proposed form of By-Laws for the regulation and management affairs of the corporation, which was read, section by section, and unanimously adopted and ordered to be made a part of the permanent records to follow the Certificate of Incorporation.
Motions were then declared by the Chairman to be in order for the nomination of Directors of the Corporation to hold office for ensuring year and until their successors are elected and qualify, and the following persons were nominated: Dan Carlyle for President; Floyd K. Wilkinson for Vice-President, and Lori D. Atchley for Secretary/Treasurer.
No further nominations having been made, a ballot was taken and the Incorporator having voted, and the ballots having been duly canvassed, the Chairman declared that the above named persons were elected Directors of the Corporation by the unanimous vote of the Incorporator.
It was:
RESOLVED: that the above named persons, to wit: Dan Carlyle, Floyd K. Wilkinson and Lori D. Atchley were and are elected as the directors for the Corporation for the ensuing year; and it was further
RESOLVED: that the Incorporator be and is hereby removed from her duties as the first Board of Director of said Corporation.
There being no further business to be transacted, the meeting was, upon motion duly made, seconded and carried, adjourned.
Dated this 7th day of November, 2001.
ACTING SECRETARY OF THE CORPORATION
CERTIFICATION OF MINUTES OF INCORPORATOR'S MEETING
I, Lori D. Atchley, acting as Secretary of Island Brook Homeowners Association, Inc., a corporation organized under the laws of the State of Tennessee, hereby certify that the foregoing is a full, true and complete copy of the minutes of the first meeting of the Incorporator of the Corporation held at the office of Island Brook Homeowners Association, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of November, 2001.
ACTING SECRETARY OF THE CORPORATION
RATIFICATION OF MINUTES OF THE FIRST MEETING OF THE INCORPORATOR
I, the undersigned, being the Incorporator of Island Brook Homeowners Association, Inc. a corporation organized under the laws of the State of Tennessee, do hereby ratify, approve and confirm all that was occurred at the foregoing meeting. The minutes of which I have read and in signification of such approval, ratification and confirmation and of my assent to any and all acts at said meeting, do hereby sign my name this 7th day of November, 2001.
Lori D. Atchley
INCORPORATOR
WAIVER OF NOTICE OF THE MEETING OF STOCKHOLDERS
OF SECURITY TRUST MORTGAGE COMPANY, INC.
We, the undersigned, being all the Stockholders of Island Brook Homeowners Association, Inc., a Corporation organized under the laws of State of Tennessee, do hereby waive any and all notice as provided by the laws of the State of Tennessee, or by the Articles of Incorporation or By-Laws of said Corporation, and do hereby consent to the holding of a first meeting of Stockholders of said Corporation, on the 7th day of November, 2001, at 8:00 a.m. at the office of Island Brook Homeowners Association, Inc. We hereby consent to the transaction of any and all business that may come before the meeting. Dated this 7th day of November, 2001.
BEING ALL THE STOCKHOLDERS OF THE ABOVE MENTIONED CORPORATION.
MINUTES OF THE FIRST MEETING OF THE STOCKHOLDERS
OF ISLAND BROOK HOMEOWNERS ASSOCIATION, INC.
The first meeting of the Stockholders of Island Brook Homeowners Association, Inc., was held on the date, time and at the place set forth in the written Waiver of Notice signed by all the Stockholders, fixing such date, time and place and prefixed to the minutes of this meeting.
The Stockholders present at said meeting personally or by proxy were: Dan Carlyle, Floyd K. Wilkinson and Lori D. Atchley, being all of the stockholders of the above captioned corporation.
Pursuant to the provisions of the By-Laws, Dan Carlyle , President of the Corporation, presided over the meeting, Floyd K. Wilkinson was present, and Lori D. Atchley, Secretary of the Corporation, acted as Secretary of the meeting. Upon viewing the Stockholder and Proxy list of the Corporation as presented by the secretary, the chairman announced that all outstanding stockholders were present.
Thereupon the chairman presented to the meeting the following papers and documents, all of which were laid upon the table and were publically declared by the Chairman to be open for inspection by any Stockholder;
(1) The Articles of Incorporation which had been properly recorded by the Secretary of the State of Tennessee and registered in the Register's Office of Sumner County, Tennessee in Deed Book , Page , as already accepted by the Incorporator and present Board of Directors
(2) The By-Laws of the Corporation as adopted by the Incorportor and later by the present Board of Directors at their first meeting.
(3) The minutes of the first meeting of the Board of Directors.
(4) A list of the current Board of Directors. Upon a motion duly made, seconded and unanimously carried ,
it was:
RESOLVED, that all the actions taken, resolutions adopted, and elections made by the Incorporator and the current Board Of Directors be and they hereby are, approved , ratified and adopted by the Stockholders of the said Corporation; and it was further
RESOLVED, that the present Board of Directors should serve in their present capacity for the ensuring year and until their successors are elected and qualify. A motion was made, seconded and unanimously carried that the first meeting of stockholders of Island Brook Homeowners Association, Inc., be adjourned.
Dated this 7th day of November, 2001.
Chairman: Dan Carlyle
Secretary: Lori D. Atchley
CERTIFICATION OF MINUTES OF THE FIRST STOCKHOLDERS MEETING
OF ISLAND BROOK HOMEOWNERS ASSOCIATION, INC.
I, Lori D. Atchley, Secretary of Island Brook Homeowners Association, Inc., a corporation organized under the laws of the State of Tennessee, do hereby certify that the foregoing is a full, true and complete copy of the minutes of the first meeting of the Stockholders of the Corporation, held at the office of 114 Powell Drive, Hendersonville, Tennessee, on the 7th day of November, 2001, at 8:00 a.m.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the said corporation to be affixed hereto, this 7th day of November, 2001.
Lori D. Atchley, Secretary/Treasurer
MINUTES OF THE FIRST OF THE BOARD OF DIRECTORS
OF ISLAND BROOK HOMEOWNERS ASSOCIATION, INC.
The first meeting of the Board of Directors of the above captioned Corporation was held on the date, time and the place set forth in the written Waiver of Notice signed by all the Directors, fixing such date, time and place prefixed to the minutes of this meeting.
The Directors present at said meeting were: Dan Carlyle, Floyd K. Wilkinson and Lori D. Atchley The meeting was called to order by Dan Carlyle. It was moved, seconded and unanimously carried, that Dan Carlyle act as Chairman, Floyd K. Wilkinson act as Vice-Chairman and that Lori D. Atchley act as Secretary. The Chairman announced a quorum present. Motions were then declared by the chairman to be in order for the nomination of Officers of the Corporation to hold office for the ensuring year and until their successors were elected and qualify and the following persons were nominated: Dan Carlyle for President, Floyd K. Wilkinson for Vice President, and Lori D. Atchley for Secretary/Treasurer.
No further nominations having been made, a ballot was taken and all the Directors present having voted, and the ballots having been duly canvassed, the Chairman declared that the above named persons were elected to their respective offices of the Corporation by the unanimous vote of all the Directors.
Upon motion duly made, seconded and unanimously carried it was.
The President of the corporation thereupon assumed the Chair and the Secretary of the Corporation assumed her duties as Secretary of the meeting.
The Secretary presented to the meeting:
(1) Copy of the Certificate of Incorporation.
(2) Copy of the By-Laws of the Corporation, as adopted by the Incorporator acting as the Corporation's first Board of Director, under Title 48 of the Tennessee Code Annoted, Section 803.
(3) Resolutions adopted by and actions of the Incorporator.
RATIFICATION OF MINUTES OF THE BOARD OF DIRECTORS OF
ISLAND BROOK HOMEOWNERS ASSOCIATION, INC.
We, the undersigned, being all the members of the Board of Directors of Island Brook Homeowners Association, Inc, a corporation organized under the laws of the State of Tennessee, do hereby ratify approve and confirm all that has occurred at the foregoing meeting. The minutes of which we have read and in signification of such approval, ratification and confirmation and of our assent to any and all acts at said meeting, do hereby sign our names this 7th day of November, 2001.
Dan Carlyle, President
Lori D. Atchley, Secretary/Treasurer
Floyd K. Wilkinson, Vice President
CERTIFICATION OF MINUTES OF THE FIRST DIRECTORS MEETING OF
SECURITY TRUST MORTGAGE COMPANY, INC.
I, Lori D. Atchley, the Secretary of Island Brook Homeowners Association, Inc. a corporation organized under the laws of the State of Tennessee, hereby certify that the foregoing is a full, true and complete copy of the minutes of the first meeting of the Directors of the Corporation, held at 114 Powell Drive, Hendersonville, Tennessee 37075.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the said Corporation to be affixed hereto, this 7th day of November, 2001.
Lori D, Atchley, Secretary
ISLAND BROOK HOMEOWNERS ASSOCIATION, INC. CORPORATE RESOLUTION
At a meeting of the Board of Directors on November 7, 2001, it was agreed upon that the following officers are hereby authorized to sign documents on behalf of Island Brook Homeowners Association, Inc.: Dan Carlyle, President Floyd K. Wilkinson, Vice-President, and Lori D. Atchley, Secretary/Treasurer. Any documents which bind Island Brook Homeowners Association, Inc. to any type of legal contract, obligation, agreement, or debt must be signed by Dan Carlyle, President and Floyd K. Wilkinson, Vice President.
