We, the undersigned, being all of the initial directors of LINDEN RIDGE PROPERTY OWNERS ASSOCIATION, INC. (herein "Corporation") do hereby adopt the following resolutions by signing our written consent hereto:
ELECTION OF OFFICERS
Resolved, that the following persons are hereby appointed to the offices named, said persons to serve in the offices indicated until their successors have been duly appointed and qualified:
President - Tom Perry
Vice-President - Dean Webb
Secretary - Teresa Van Damme
Treasurer - Peggy O'Leary
ASSIGNMENT OF DECLARANT'S RIGHTS AND PROPERTY TO CORPORATION
WHEREAS, pursuant to the terms of the Declaration of Covenants, Conditions and Restrictions For Linden Ridge recorded in Book 2397, Page 343, New Hanover County Registry, as amended (herein "Declaration") Linden Ridge Partners, Inc. the Declarant named in the Declaration, has requested the Corporation to accept the turnover to the Corporation of the rights and duties of the Developer, and the Corporation is willing to accept said turnover;
NOW THEREFORE, BE IT RESOLVED, that the Corporation hereby acknowledges, approves and accepts the Assignment and Assumption of Developer's Rights, a copy of which is attached hereto as Exhibit A. The Corporation authorizes its officers to execute the Assignment and Assumption on behalf of the Corporation, and to execute any other instruments and to take any other action necessary or desirable to carry out the intent and purpose of this resolution.
AND BE IT FURTHER RESOLVED,that the Corporation hereby acknowledges, approves and accepts the Quitclaim Deed, a copy of which is attached hereto as Exhibit B, conveying to the Association the Declarant's rights in and to certain common area property and easements in the subdivision.
AND BE IT FURTHER RESOLVED, the Corporation authorizes its officers to accept the Quitclaim Deed on behalf of the Corporation, and to execute any other instruments and to take any other action necessary or desirable to carry out the intent and purpose of this resolution.
AND BE IT FURTHER RESOLVED that all prior lawful action taken by the officers or Directors on behalf of the Corporation with regard to said assignment of developer's rights or property to the Corporation, is hereby ratified as the action of the Corporation, effective as of the date such action was taken
ADOPTION OF CORPORATE SEAL
RESOLVED,that pursuant to the Bylaws of the Corporation, the Board of Directors adopts as the corporate seal of this Corporation a circular seal, an imprint of which being made on the margin hereof adjacent to this resolution.
BANKING RESOLUTIONS
RESOLVED, that ...............(the 'Bank") at its various branches, be and hereby be designated as the depository of the Corporation, and that funds deposited therewith may be withdrawn upon a check, draft, note or order of the Corporation, signed by the President, Vice-President or Treasurer, whose signatures shall be certified to the Bank by the Secretary of the Corporation; and no checks, drafts, notes or orders drawn against such account shall be valid unless so signed; and
RESOLVED FURTHER, that the Bank is hereby authorized to honor, receive, certify or pay all instruments signed in accordance with the foregoing resolutions even though drawn or endorsed to the order of any persons signing the same and tendered by him for cash, or in payment of the individual obligation of such person, or for deposit to his personal account; and the Bank shall not be required to inquire as to the circumstances of the issuance or use of any instrument signed in accordance with the forgoing resolution, or the application or disposition of such instrument or the proceeds thereof; and
RESOLVED FURTHER, that the printed form resolutions of the Bank are hereby incorporated and adopted by reference, and the officers of the Corporation are authorized to verify the same and deliver a certified copy to the Bank, and
RESOLVED FURTHER, that these resolutions shall remain in effect until rescinded or modified by resolution of the Board of Directors and until a certified copy of such resolution shall have been filed with the Bank.
MISCELLANEOUS ITEMS
RESOLVED, that the proper officers of the Corporation be and hereby are authorized to pay or cause to be paid all fees and expenses incident and necessary to the organization of the Corporation; and
RESOLVED FURTHER, that the proper officers of the Corporation be and hereby are authorized to pay or cause to be paid any costs previously advanced on behalf of the Corporation or expenses incurred on behalf of the Corporation prior to or subsequent to the organization, and
RESOLVED FURTHER, that the proper officers of the Corporation be and hereby are authorized and directed to do and perform all acts and things necessary and appropriate to commence and carry on the business which the corporation was formed to conduct; and
RESOLVED FURTHER, that any action prior to the date hereof by the Incorporator, officers or directors in connection with the incorporation and organization of the Corporation be and they hereby are ratified and adopted as the action of the Corporation, effective as of the date such action was taken.
