1. COUNTRY CLUB ESTATES ASSOCIATION, INC.
ARTICLES-OF ASSOCIATION
WE THE SUBSCRIBERS, of full age, hereby associate ourselves
together as a non-profit corporation under the laws of the State
of Vermont,_to be known by the name of COUNTRY CLUB ESTATES
ASSOCIATION, INC., for the follo~ing purposes:
ARTICLE I - NON-PROFIT STATUS
This corporation is formed and organized not for profit and
no profit or property shall inure to the individual members of
this corporation, though upon dissolution assets, if any, may be
divided among the members of the corporation after all of the
corporation's obligations are paid. This corporation is to have
perpetual existence. Members may be paid a salary for services
rendered to the corpora~ion which normally would require payment
for services rendered.
ARTICLE II - GENERAL POWERS
A. To buy, sell, hold, lease or otherwise acquire and
operate, maintain, supervise, care for, manage, and/or use real
and personal property for the social, recreational and legal bene-
fit of the members of said corpor9tion.
B. To engage in recreational, social and legal activities
for the benefit of and protection of the members of the cor-
poration and to engage persons, partnerships, corporations or
other legal entities to carry out the purposes of the corporation.

2. C. To solicit funds, engage in fund raising activities, set
dues and assessments as required to carry out the purposes' of the
corporation as voted by the membership of the corporation.
D. To borrow money, encumber corporate assets, execute all
types of security documents as voted by the membership of the cor-
poration.
E. To do all other acts permitted.non-profit organizations
under the laws of the State of Vermont and 11 V.S.A. Chapter 19,
as it now exists a~d may hereafter be amended or superseded.
F. Notwithstanding the foregoing, the purposes of the cor-
poration-shall be limited to providing for the acquisition,
construction, management and maintenance and care of association
property as that phrase is used in §528 of the Internal Revenue
Code as it now exists or may be amended or superseded.'
ARTICLE III - MEMBERSHIP
A. The membership of the corporation shall consist of the
grantees of an easement and right-of-way for access to and the use
of certain lands and premises shown on a Plan of Country Club
Estates dated March 1, 1969, Revision Number 1, of record in
Volume 80, at Page 57 of the Land Records of the City of South
Burlington as conveyed to Country Club Estates Assoc., Inc." by
Warranty Deed of Renee J. Berard and June A. Berard, dated
July 11, 1969, and of record in Volume 91, at Pages 190-193 of the
Land Recoros of the City of South Burlington, including more par-
ticularly, the right to use the swimming pools and tennis courts
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3. constructed thereon, and the heirs, successors and assigns of said
grantees.
B. All such conveyances shall be made to the owners of real
property identified in said easement deeds as dominant estates.
Membership in the corporation shall be transferred in connection
with any and all conveyances of said dominant estates. Membership
shall not be capable of being separated. or divided from the
ownership of said dominant estates.
c. Any singl~ grant, conveyance, or reconveyance of the
easement and right-of-way described above to co-tenants shall
establish one membership in the corporation to be shared by the
said co-tenants in proportion to their ownership of the dominant
estate. The act of any single co-tenant shall be deemed to be the
act of the member unless said act is promptly and publicly
challenged by any other co-tenant(s). In the event of such a
challenge, the vote of the membership shall be divided in a frac-
tional share equal to the share of said co-tenant. Any other mem-
bership act, such as the making of a nomination or motion, or the
seconding of the same, shall be deemed to be validly made even if
made solely by a co-tenant controlling a fractional share of a
membership. The rulings of the presiding officer at any meeting
of the corporation with respect to this subject shall be final.
D. No member shall be entitled to the right to use the cor-
poration's facilities, the right to vote at any corporation
meeting, the right to do any official act in connection with such
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4. a meeting, such as making or seconding a motion or nomination, or
to any other benefit of membership, unless said member is in good
standing.
E. A member shall be a member in good standing unless the
directors of the corporation vote to suspend the rights of the
member. The Board may order such a suspension upon finding that
any of the stated facts specified below exists:
1. That any properly assessed share of the of the cost and
expense of operating the corporation and/or its property has
been billed t~ the member and unpaid for a period in excess
of thirty (30) days after the date of billing; or
2. That the member, or any member of the member's immediate
family, or any guest of the member has committed ~ serious
breach of any rule or regulation adopted by the corporation's
Board of Directors for the governance of the corporation
and/or for the use of the corporation's property; or
3. That the member, any member of the member's family, or
any guest of the member has repeatedly violated any rule or
regulation adopted by the Board of Directors of the cor-
poration for the governance of the corporation and/or for the
use of the corporation's property.
F. Any membership suspended for a failure to timely pay the
member's share of the cost and expenses of operating the cor-
poration shall be entitled to reinstatement upon the payment of
all delinquent assessments, together with interest at the rate of
nine (9%) percent per annum on al~ unpaid amounts, together with a
one time penalty equal to five (5%) percent of each unpaid
assessment.
G. Any member suspended on grounds other than non-payment
of assessments may be reinstated upon such terms and conditions as
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5. shall be deemed appropriate and just in the judgment of the Board
of Directors. In the event that a suspended member is dissa-
tisfied with the judgment of the Board with respect to reinstate-
ment, said member shall be entitled to propose alternate terms for
reinstatement at an annual meeting of the membership. The deter-
mination of the membership at such an annual meeting with respect
to the question of reinstatement shall be final.
H. The right to use the property of the corporation shall be
limited to members in good standing, and the immediate families
and occasional guests of members in good-standing.
I. -The membership shall enact By-Laws for the governance of
the affairs of the corporation and same may be amended as provided
therein.
------- -- - NON-STOCK
ARTICLE IV -
The corporation shall not have or issue stock and shall
operate as a non-profit corporation. There shall be no individual
liability on the members of the corporation except to pay dues,
assessments and charges as adopted by vote of the membership of
the corporation.
ARTICLE V - MEETINGS OF MEMBERSHIP
The annual meeting of the members of the corporation shall be
held on the ---- day of _______ , in each year. In
the event no such meeting is held within ten (10) days of that
date, any five (5) members of the association may cal~ the annual
meeting by signing a written notice of said meeting and mailing a
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6. copy of said notice to the last known address of each known member
of the association at least ten (10) days before the date of the
meeting called thereby. Special meetings may be held or called as
set forth in the By-Laws or upon written petition of ten (10%)
percent of the membership of the corporation filled with the Board
of Directors of the corporation.- The Directors shall be elected
at the annual meeting of the corporation as set forth in the
By-Laws and the numbers of Directors and their term of office
shall be set forth -by the By-Laws of the corporation. The off i-
cers of the corporation shall be elected by the Board of Directors
annually immediately after the annual meeting of the members of
the corporation.
ARTICLE VI - BOARD OF DIRECTORS
The Board of Directors shall manage the business of the cor-
poration subject to the resolutions of the membership of the cor-
poration and as prescribed by the By-Laws of the corporation.
ARTICLE VII - BUDGET AND ASSESSMENTS
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A. Directors' Proposal. At least ten (10) days before the
annual meeting of the corporation, the Board of Directors shall
mail to each member a proposed budget for the ensuing year. The
budget shall include an estimate of the total amount considered
necessary to pay the anticipated cost within the ensuing year for
the administration and operation of the corporation and for the
maintenance and operation of the corporation's real and personal
property and for the rendering to corporation members of all
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7. related services. The budget shall also include reasonable
amounts necessary to provide for working capital, general
operating reserve, and reserves for contingencies and replace-
ments.
B. Corporation Adoption. The proposed budget shall not
,
become final until submitted to the annual meeting of the cor-
pOTCIT.10n,at which the members may either adoptujJ.~._a..supresente
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or adopt it in some revised fashion.
--... If for any reason the
members fail to adopt a budget at the annual meeting, the budget
for the ensuing year shall be deemed to be the same as th~ one
then in effect plus ten (10%) percent.
C. Annual Assessments. The total amount of the estimated
funds required from the assessments for the operation of the cor-
poration set forth in th~ adopted budget shall be divided by the
number of corporation members, and the resulting sum shall be
assessed against each corporation member.
D. Supplemental Asses~~ents. If during any fiscal year, the
Board of Directors determines that the actual assessments for that
year are less than the operating expenses actually incurred or
likely to be incurred, the Board may recommend a supplemental
assessment and convene a special meeting of the members for the
purpose of acting upon such recommendation. Such supplemental
assessment, if adopted, shall be payable in accordance with the
resolution authorizing the same.
E. Capital Assessments. In addition to annual assessments
~nd special assessments, the corporation may levy a special
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8. assessment for the purpose of defraying, in whole or in part, the
cost of any construction or reconstruction, addition, or unex-
pected repair or replacement of a capital improvement to the cor-
poration's real and personal property, provided that any such
assessment is duly adopted at an annual or special meeting of the
corporation-and provided further that at least two-thirds of the
votes of all of the members of the corporation approve such capi-
tal assessment. A capital assessment shall be payable in accor- ~
dance with the resolution authorizing the same.
F. Payment Liability. Each corporation member shall pay the
share of-the cost and expense of operating the corporation
assessed by the Board of Directors. No corporation member may
exempt him or herself from liability for this assessment by waiver
of the use or enjoyment of the corporation property or abandonment
of his or her dominant estate. No corporation member shall be
liable for the payment of any part of the corporation expenses
assessed against the members dominant estate subsequent to the
date of the recordation of a conveyance by him in fee of said
dominant estate. The treasurer of the corporation shall maintain,
or cause to be maintained, a record of the payment of all
assessments.
ARTICLE VIII - AMENDMENTS
Amendments to these Articles of Association shall be done in
the manner and with the vote required by the laws and statutes of
the State of Vermont.
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9. ARTICLE IX
The corporation shall have a fiscal year which shall begin on
the first day of __________ , and end on the day of --------,
in each year.
ARTICLE X .
The registered agent of the corporation shall be Richard T.
Cassidy, of 192 College Street, Burlington, Vermont 05402-0567,
and the registered office of the corporation shall be at that
address, unless and until the directors change the ,identity. of the
registered agent or the location of the registered office in
accordance with 11 V.S.A. §2356 •
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