To all to whom these presents shall come, Greeting:

I, Thad Eure, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached (5 sheets) to be a true copy of

ARTICLES  OF INCORPORATION OF

BRIGANDS’ BAY HOMEOWNERS’ ASSOCIATION, INC.

and the probates thereon, the original of which was filed in this office on, the 28th day of August 1973 after having been found to conform to law.

In Witness Whereof, I have hereunto set my hand and affixed my official seal.

Done in Office, at Raleigh, this 28th day of August in the year of our Lord 1973.

ARTICLES OF INCORPORATION

of

BRIGANDS' BAY HOMEOWNERS’ ASSOCIATION, INC.

A Non-Profit Corporation 

We, the undersigned natural persons of the age of eigh­teen years or more, acting as incorporators for the purpose of creating a non-profit corporation under the laws of the State of North Carolina, as contained in Chapter 55, A, of the Gen­eral Statutes of North Carolina, entitled “Non-Profit Corpora­tion Act”, and the several amendments thereto, do hereby set forth:

ARTICLE ONE

The name of the corporation is Brigands’ Bay Homeowners’ Association, Inc.

ARTICLE TWO

The period of duration of the corporation shall be per­petual.

ARTICLE THREE

The first meeting of the Corporation. for purposes of organization of the Association will be held within thirty days after receipt by Brigands’ Bay Developers, Inc. of notice that it has been granted a Statutory Exemption under the terms of OILSR Paragraph 1710.11.

ARTICLE FOUR

The purposes for which the corporation is organized are:

a.         To implement for its members the provisions of the Declarations of Protective Covenants of Brigands’ Bay Developers, Inc., as they apply to that subdi­vision known as Brigands’ Bay situated at Frisco, Dare County, North Carolina, and in particular to represent this corporation in the implementations of the approval provisions of those Declarations of Protective Covenants of Brigands’ Bay Developers, Inc., dated June 30, 1966, August 17, 1967, and July 14, 1966, and as amended by a Declaration of Protective Covenant dated January 1, 1973, and duly filed for record in the Public Registry of Dare County, North Carolina.

b.         To associate its members together for their mutual benefit and to that end to operate and maintain rec­reational areas, piers, canals, docks, tennis courts, swimming pools, and recreational facilities of all types; and to engage in all activities relating thereto, including but not being limited to the ac­quisition of lands, equipment, buildings, recrea­tional facilities of all types and kinds, and structures to be used for recreational and common purposes, and to maintain and operate the same, and to maintain and operate and improve from time to time as may be necessary in the opinion of its Officers and Board of Directors the common proper­ties of the Association.

c.          To borrow from any source, money, goods, or services without limitation as to amount of corporate indebt­edness or liability; and to pledge or mortgage any of its properties as security therefore in any man­ner permitted by law.

d.          To buy, sell, lease, hold, and exercise all privilege of ownership in and to all real or personal proper­ties as being necessary or convenient for the conduct and operation of business of the corporation or inci­dental thereto.

e.          To establish reserves and to invest funds thereof in stocks, bonds, and other properties as the Board of Directors may deem satisfactory and for the best in­terest of the Association.

f.           To make charges and levy assessments in the manners and ways and in accord with the provisions of the Declaration hereinabove referred to and for the uses and purposes herein referred to.

g.          To have and exercise all powers, rights, and privi­leges, conferred on corporations by the laws of the State of North Carolina, in particular Chapter 55, A, and all rights and powers incidental in carrying out the purposes for which this corporation is formed, except those which are inconsistent with the express provisions of the act tinder which this cor­poration is formed.

ARTICLE FIVE

Directors of the corporation shall be elected in the follow­ing manner:

Directors shall be elected by the members of the Association at its first regular meeting as provided in the By-Laws and at least annually thereafter and shall serve until their successors are duly elected.

ARTICLE SIX

The address for the initial registered office of the corp­oration is:

P.O. Box 757

Manteo, Dare Co

North Carolina 27954

The name of the original registered agent at the above address is WALLACE H. McCOWN.

ARTICLE SEVEN

The number of directors of the Association may be fixed by the By-Laws but shall not be less than three.

The number of directors constituting the initial Board of Directors of the Association shall be three and the names and addresses (including street address, and number, if any) of the persons who are to serve as Directors until the first meeting of the Association or until their successors are duly elected and qualified are:

NAME                                       STREET ADDRESS                               CITY OR TOWN

Mr. Bruce A. Goyt                      281 Kings Point Drive                             Frisco,  N.C. 27936

Mr. Harold J. Vetter                    426 Treasure Court                                 Frisco, N. C. 27936

Mr. Wade Rumbold                    P. O. Box 56                                         Frisco, N. C. 27936

ARTICLE EIGHT

The names and addresses, including street and number, if any, of all incorporators are:

NAME                                        STREET ADDRESS                              CITY OR TOWN

Mr. Bruce A. Goyt                       281 Kings Point Drive                            Frisco, N. C. 27936

Mr. Harold J. Vetter                     426 Treasure Court                               Frisco, N. C. 27936

Mr. Wade Rumbold                     P. O. Box 56                                        Frisco, N. C. 27936

ARTICLE NINE

In addition to the powers of any corporation under the laws of the State of North Carolina, this Association has full power and authority to:

a.          Admit members who are property owners within the subdivision of Brigands’ Bay and in accord with the By-Laws duly adopted by this Association.

b.          The Board of Directors of the Association shall have full power by vote of majority of all the Direc­tors and without the consent or vote of the members of the Association to make, alter, amend, or rescind the By-Laws of this corporation; except that no such amendment, decision, or alteration shall be made which is contra to the Declaration of Protective Covenants and Agreements of Brigands’ Bay Developers, Inc., hereinabove recited.

ARTICLE TEN

This corporation shall not engage in any business, trade, avocation, or profession for pecuniary gain or profit nor shall it have any power to issue certificates of stock or declare divi­dends, and not part of its net earnings or assets shall enure to the benefit of any member, director, or individual except those to be derived from the activities and purposes for which this

 corporation was formed. The balance, if any, of all funds and monies received by the corporation from its operation or any other source, after the payment of all debts and obligations of the corporation and the Association of whatever king and nature, shall be used and distributed exclusively for charitable, scientific, governmental, or educational purposes pursuant to a plan of distribution which shall be adopted by the members of the corporation upon the dissolution or liquidation thereof, and which shall be in accord with the appropriate revenue provisions of the Internal Revenue Service and of the Department of Revenue of the State of North Carolina.

ARTICLE ELEVEN

             Membership in this corporation shall not be transferable.

ARTICLE TWELVE

             No member who has died, resigned, or otherwise ceased to be a member of the Association shall thereafter have any interest in or claim upon any assets of the Association.

 ARTICLE THIRTEEN

             Brigands’ Bay Developers, Inc. shall not be eligible for membership in the Association. Only members who are owners of lots which have passed from the control of Brigands’ Bay Develop­ers, Inc. shall be eligible to vote on matters coming under the jurisdiction of the Association. For purposes of this Article, lots which are- being purchased under Land Contracts (“Conditional Sale Contracts”) shall be deemed to have passed from the control of Brigands’ Bay Developers, Inc.

IN TESTIMONY WHEREOF, we, the incorporators, have hereunto set our hands and seals this 1st day of January, 1973