In compliance with the requirements of Chapter 55A of the General Statutes of North Carolina, the undersigned being of the age of eighteen years or more, does hereby make and acknowledge these Articles of Incorporation for the purpose of forming a corporation not for profit and does hereby certify:

ARTICLE 1

NAME

The name of the corporation is LINDEN RIDGE PROPERTY OWNERS ASSOCIATION,INC., hereinafter called the Corporation

ARTICLE 2

DURATION

The period of duration of the Corporation shall be perpetual.

ARTICLE 3

REGISTERED OFFICE AND AGENT, PRINCIPAL OFFICE

The initial registered office of the Corporation and the principal office of the Corporation are located at 16 North Fifth St. Wilmington, New Hanover County, Wilmington, North Carolina 28401. The Mailing Address of the registered office and also the principal office is 16 North Fifth St. Wilmington, New Hanover County, North Carolina 28401. The Name of the initial registered agent of the Corporation at such address is Frank B. Gibson,Jr.

ARTICLE 4

PURPOSES AND POWERS

This Corporation does not contemplate pecuniary gain or profit to the members thereof. No part of the net income of the Corporation shall inure to the benefit of any officer, director or member of the Corporation. The specific purposes for which it is formed are to provide for the maintenance, management and preservation of that certain development known as LINDEN RIDGE (hereafter "Development") as shown and described in the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS of LINDEN RIDGE, Section1, (herein "Declaration") recorded in Book 2397, Page 343, New Hanover Registry, as amended and on the deeds and plats recorded in the Office of the Register of Deeds of New Hanover County, North Carolina, and any additions thereto which may be brought within the jurisdiction of the Corporation; and to promote the health, safety and welfare of the Owners of Lots in the Development, and any additions thereto as may hereafter be brought within the jurisdiction of this Corporation

ARTICLE 5

MEMBERSHIP

The Corporation shall have Members as provided in the Declaration. Every person or entity who is or becomes a record Owner of title to any property subject to the Declaration, including contract sellers, shall automatically become a Member of the Corporation, except for 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 property which is subject to the Declaration. When more than one person or entity holds an interest in any lot, such persons or entities shall be Members.

ARTICLE 6

VOTING RIGHTS

The Corporation shall have voting memberships as provided in the Declaration. The vote for such lot or parcel shall be exercised in accordance with the provisions if the Declaration and the By-Laws of the Corporation

ARTICLE 7

DISSOLUTION

The Corporation may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of the members of each class. Upon dissolution of the Corporation, other than incident to a merger or consolidation, the assets of the Corporation may be dedicated to an appropriate public agency to be used for purposes similar to those for which this Corporation was created or such assets may be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes or after all of its liabilities and obligations have been discharged or adequate provisions made therefore, or be distributed for by the Non Profit Corporation Act of the State of North Carolina or may be distributed as provided by the Planned Community Act of the State of North Carolina.

ARTICLE 8

AMENDMENT

Amendment of the Articles of Incorporation requires the approval of at least two-thirds(2/3) vote of Owners of lots in the Development.

ARTICLE 9

TAX STATUS

Notwithstanding any other provision of these articles, this Corporation hereby elects tax-exempt status under Section 528 of the Internal Revenue Code of 1986 or any corresponding sections or provisions of any future United States Internal Revenue Law (the "code"). This Corporation shall not carry on any activities prohibited by a corporation electing tax exempt status under Section 528. It is further provided that no distributions of income of the Corporation are to be made to members, directors or officers of the Corporation, except that members of the Corporation may receive a rebate of any excess dues and assessments previously paid to the extent permitted by the Code and applicable law.

ARTICLE 10

INCORPORATOR

The name and address of the incorporator of this Corporation is

Frank B Gibson Jr

16 North Fifth St

Wilmington NC 28401