THE ORCHARDS
I Articles of Incorporation
II By-laws
III Deed and Agreement dated October 22, 1936
( The Covenants)
IV Deed and Assignment dated March 7, 1961
V Resolution dated as of October 15, 1987
VI Resolution dated as of December 11, 1994
VII Plat of The Orchards recorded October 27, 1936
ARTICLES OF INCORPORATION
Articles of Incorporation
of
The Orchards Association, Inc.
THIS IS TO CERTIFY:
FIRST: That we, the subscribers, James C. Alban, Jr., whose post-office address is 2 Bellemore Road, Baltimore 10, Maryland; Ward L. Bennett, whose post-office address is 5707 Stony Run Drive, Baltimore 10, Maryland; Samuel M. Dell, Jr., whose post-office address is 4 Bellemore Road, Baltimore10, Maryland; Albert F. Goetze, Jr., whose post-office address is 5702 Stony Run Drive, Baltimore 10, Maryland; and Wilbur VanSant, whose post-office address is 5710 Stony Run Drive, Baltimore 10, Maryland, all being of full legal age, do under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations, associate ourselves with the intention of forming a corporation by the execution and filing of these Articles.
SECOND: That the name of the corporation (which is hereinafter called the “Corporation”) is:
THE ORCHARDS ASSOCIATION, INC.
THIRD: The purposes for which the Corporation is formed are as follows:
To organize and operate a non-profit association for the purpose of the preservation and improvement of “The Orchards”, that is to say, that tract of land lying in Baltimore City which has been subdivided into lots and parcels as shown on a plat filed among the Land Records of Baltimore City and marked “The Orchards.” No part of the net earnings of such association is to enure to the benefit of any member, private shareholder or individual.
For the general purpose aforesaid and limited to those purposes, the Corporation shall the following powers and purposes:
(a) To promote the interests and welfare of the residents of the Baltimore City known as The Orchards, to cooperate in the prevention or abatement of any nuisances or undesirable structures, buildings, noises, odors, and unsightly objects of any kind, and generally to support any object deemed beneficial to The Orchards and to oppose any object deemed prejudicial to The Orchards.
(b) To assume and exercise from time to time any or all of the rights, titles, easements, reservations, and estates reserved by or given to Safe Deposit and Trust Company of Baltimore (now Mercantile-Safe Deposit and Trust Company of Baltimore) a Maryland Corporation, Trustee under Will of Douglas H. Gordon, deceased, and Douglas H. Gordon, Jr. and Safe Deposit and Trust Company of Baltimore (now Mercantile-Safe Deposit and Trust Company of Baltimore), a Maryland Corporation, Trustees under Decree of Circuit Court of Baltimore City passed February 20, 1936 in the proceedings entitled “Ex Parte in the matter of the Sole and Separate Estate of Elizabeth Clarke Gordon”, Grantors, by a certain Deed and Agreement dated the 22nd day of October, 1936 and recorded among the Land Records of Baltimore City on October 27, 1936 in Liber S.C.L. No. 5670, folio 577, etc., which may be assigned to the Corporation by the aforesaid Grantors pursuant to the last paragraph of Sub-Division XIV of said Deed and Agreement and which may be accepted by the Corporation.
(c) To purchase, lease, or otherwise acquire, hold, develop, improve, mortgage, sell, exchange, let or in any manner encumber or dispose of real and/or personal property.
(d) To loan or advance money with or without security without limit as to amount; and to borrow or raise money for any of the purposes of the Corporation; and to issue bonds, debentures, notes or other obligations of any nature and in any manner permitted by law for money so borrowed or in payment for property purchased, or for any other lawful consideration, and to secure the payment thereof and of the interest theron, by mortgage upon or pledge or conveyance or assignment in trust of the whole or any part of the property of, the Corporation, real or personal, whether at the time owned or thereafter acquired; and to sell, pledge, discount, or otherwise dispose of such bonds, notes or other obligations of the Corporation for its corporate purposes.
(e) To carry on any of the purposes and objects herein before enumerated for itself or for the account of others, or through others for its account or for the account of its members, and to engage in any other transaction which may be deemed by it to be calculated, directly or indirectly, to effectuate or facilitate the accomplishment of the aforegoing objects or purpose or any of them to be in the furtherance thereof.
(f) To have and exercise all of the general powers conferred on corporations by the corporations by the corporation law of the State of Maryland, and by Section 9 of Article 23 of the Annotated Code of Maryland (1957 Edition) as the same may be amended from time to time, except that the Corporation shall not be authorized to issue any capital stock.
FOURTH: The post office address of the place at which the principal office of the Corporation in this State will be located is 530 Equitable Building, Baltimore 2, Maryland. The Resident Agent of the Corporation is John R. Royster, whose post office address is 530 Equitable Building, Baltimore 2, Maryland. Said Resident Agent is a citizen of the State of Maryland and actually resides therein.
FIFTH: The Corporation is not authorized to issue any capital stock. Eligibility for membership in the Corporation shall be limited exclusively to owners of interest in fee simple or perpetually renewable leasehold property, located within the boundaries of The Orchards except that the owners of ground rents, mortgagees, or lienholders of any kind, such as, shall not be eligible for membership. Eligible owners, as aforesaid, shall become members in such manner and on such basis as may be prescribed by the By-Laws. Members may resign or be removed from membership in such manner as may be prescribed by the By-Laws, and upon the sale by any member of his, her, their, or its interest in property in the Orchards, membership in the Corporation shall thereupon cease. Voting rights of members, classes of membership, and other rights, duties, privileges and obligations of members shall be as provided in the By-Laws. No part of the Corporation’s net earnings, net income, or net assets shall enure to the benefit of any member, officer, director, or private shareholder or individual, it being the intent hereof that the Corporation shall be a non-profit organization.
SIXTH: The Corporation shall have at least three (3) Directors and may have such greater number as may be prescribed in its By-Laws. James C. Alban, Jr., Ward L Bennet, Samuel M. Dell, Jr., Albert F. Goetze, Jr., and Wilbur VanSant shall act as such Directors until the first annual meeting or until their successors are duly chosen and qualify.
SEVENTH: The members of the Corporation, and the private property of the members, shall not be subject to the payment of corporate debts or obligations to any extent whatever.
EIGHTH: The following provisions are hereby adopted for the purpose of defining and regulating the powers of the Corporation and the directors and members, it being intended that the same shall be in furtherance and not in limitation or exclusion of the powers otherwise conferred by law:
(a) The Board of Directors may exercise all of the power of the Corporation, except such as are by law or the Articles of Incorporation or by the By-Laws conferred upon or reserved by members.
(b) Unless otherwise provided by the By-Laws, the Director shall have power, without the assent or vote of the members, to make, amend, change, add to or repeal the By-Laws of the Corporation.
(c) The Corporation reserves the right to make from time to time any amendments of its charter or of these Articles which may now or hereafter be authorized by law.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, we have signed these Articles of Incorporation on December 1st, 1968.
WTNESS:
______
James C. Alban, Jr.
______
Ward L. Bennet
______
Samual M. Dell, Jr.
______
Boyd G. Frey
______
Albert F. Goetze, Jr.
______
Wilbur VanSant
BY-LAWS
THE ORCHARDS ASSOCIATION, INC.
BY-LAWS
ARTICLE I
Name
The name of this association, as provided in the Articles of Incorporation, is:
THE ORCHARDS ASSOCIATION, INC.
Article II
Membership
Section 1. Eligibility
As provided in the Articles of Incorporation, membership in the Association shall be limited exclusively to owners of interests in fee simple and perpetually renewable leasehold property located within the boundaries of The Orchards, except that owners of ground rents, mortgagees, or lienholders of any kind, as such, shall not be eligible for membership. Where ownership of property is vested in two or more owners, as tenants in common, joint tenants or tenants by the entireties, such two or more owners, as a group, shall be considered to constitute but a single eligible member, for the purpose of paying any fees, dues, assessments and other charges and for the purpose of voting at meetings.
Section 2. Admission
Any eligible owner or owners, as aforesaid; shall automatically become a member of the Association by designating, in writing, his, her, their or its intention of so doing, and by delivering or mailing (postage prepaid) the same to the Secretary of the Association.
Every person, group of persons, corporation, trust, firm, partnership, association or other legal entity, or any combination thereof, which owns or occupies a Plot within that portion of The Orchards subject to the Deed and Agreement shall be a member of the Association; PROVIDED, HOWEVER, that any person, group of persons, corporation, trust, firm, partnership, association or other legal entity, or any combination thereof, which holds such interest solely as security for the performance of any obligation shall not be a Member solely by reason of such interest.
Section 3. Fees, Dues and Assessments
There may be assessed against each member such initiation fees, dues, assessments and other charges as the Board of Directors may from time to time prescribe.
Section 4. Termination of Membership
Any new member not paying any initiation fee, dues, assessments or other charges, as may have been prescribed by the Board of Directors, within three (3) months after the same shall have become due and payable (as determined by the Board of Directors) shall be notified in writing, sent to such member’s residences or other mailing address as shown on the books of the Association, that unless the same be paid within thirty (30) days from the date of such notice, such membership will be terminated, and upon any member failing to pay the same within such period, such membership shall automatically cease.
Any member infringing the By-Laws, Rules or Regulation of the Association, or who shall do any act or thing prejudicial to the welfare, interest or character of the Association or of The Orchards, may be expelled from the membership by a vote of two-thirds (2/3) of all the members of the Board of Directors at a duly constituted meeting thereof.
ARTICLE III
Membership Meetings
Section 1. Annual Meeting
The Annual Meeting of the Association shall be held on the second Monday of October in each year at 8:00pm at the principal office of the Association or at such other time and place with the City of Baltimore as may to be designated by the Board of Directors, for the election of Directors and for the transaction of general business. If such a day shall be a legal holiday, then said meeting shall be held in the first day following which is not a legal holiday. Provided however, that a first Annual Meeting shall be called by the Directors named in the Articles of Incorporation, more than six months prior to the Annual Meeting to be held in October of 1961, the same to be held on such date and at such time and place as they may designate.
Section 2. Special Meetings
In addition to the Annual Meeting, the Association may hold such a special meetings of members as may be called by the Board of Directors; provided that upon written request by 15 members in good standing with voting rights, a special meeting shall be called by the Secretary for the time, place and for the purposes stated in said written request.
Section 3. Notice of Meetings
Written or printed notice of every annual or special meeting of the members shall be given to each member of record at least ten (10) days prior to such meeting by leaving the same with such member (or in case of more than one person constituting a single membership, with either or any of them) or my mailing it, postage paid, to such member’s address as it appears on the books of the Association. Failure to give notice of any annual meeting, or any irregularity in such notice, shall not affect the validity of such annual meeting or of any proceedings at such annual meeting (other than proceedings of which special notice is required by statute, by the Charter or by these By-Laws). Notice of every special meeting shall state the place, day, and hour of such meeting and the business proposed to be transacted thereat; and no business shall be transacted at any such special meeting except that set out in the notice.
Section 4. Quorum
At all meetings of the members, the presence in person or by proxy of a majority of the members entitled to vote, or of fifteen (15) members , if that be less than a majority, shall constitute a quorum for the transaction of business.