We, the undersigned, do hereby associate to form a corporation under the provisions of the Arkansas Nonprofit Corporation act (Act 176 of 1963) and do certify as follows:

ARTICLE I
NAME

    The name of the Corporation is BELLA VISTA TOWNHOUSE ASSOCIATION, hereafter called the “Association”.

ARTICLE II
ADDRESS

    The address and main office or the principle place of business of the corporation is 2 Cora Circle, Bella Vista, Arkansas, and the name of the registered agent is Tom Nulty.

ARTICLE III
PURPOSE AND POWERS OF THE ASSOCIATION

    This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for the maintenance, and preservation of the residence Lots and Living Units and Limited Common Properties and facilities within that certain tract of property in Bella Vista Village, County of Benton, State of Arkansas, which is more particularly described as:

A part of the NW ¼ of the SE ¼ , all in Section 22, Township 21 North, Range 31 West,in Benton County, Arkansas, more particularly described as follows:From the Southeast corner of said Section 22; run West 2510.11 feet; thence North 2245.28 feet for the point of beginning; thence North 1 53’ 59” East 57.37 feet; thence North 30 57’ 32” East 64.08 feet; thence North 4222’ 26” East 59.69 feet; thence South 59 00’ 55” East 71.77 feet; thence South 25 16’ 15” East 87.65 feet; thence South 09 06’ 04” East 155.85 feet; thence South 12 13’ 43” West 91.87 feet to the northerly right-of-way of Cooper Road; thence along said right-of-way on a curve to the right having a radius of 480.52 feet 29.88 feet; thence North 62 40’ 00” West 231.32 feet along said right-of-way; thence along a curve to the left having a radius of 266.52 feet 167.21 feet along said right-of-way to the point of beginning, containing 2.07 acres, more or less, Per plat recorded in Plat Record K at Page 4.

    And to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association by annexation, as provided by Article VII herein, and for this purpose to:

(a) exercise all of the powers an privileges and to perform all of the duties and Obligations of the Association as set forth in that certain Declaration of Covenants and Restrictions dated May 18, 1965, of record in Book 373, page 08, et seq. Records of Benton County, Arkansas, hereafter called “Original Declaration” and that certain Supplemental Declaration of Covenants and Restrictions, hereinafter called the “Supplemental Declaration” applicable to the property and recorded or to be recorded in the Office of the Recorder of Benton County, Arkansas, and as the same may be amended from time to time as therein provided, said Original Declaration and Supplemental Declaration being incorporated herein as if set forth at length;

(b) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Supplemental Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes, or governmental charges levied or imposed against the property of the Association;

(c) acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;

(d) borrow money, to mortgage, pledge, deed in trust, or hypothecate any or all of Its real or personal property as security for money borrowed or debts incurred; and

(e) in so far as permitted by law to do any other thing that, in the opinion of the Board of Directors, will promote the common benefit and enjoyment of the residents of the Townhouse Properties.

ARTICLE IV
MEMBERSHIP

    Membership. The John A. Cooper Company, hereinafter called Developer, its successors and assigns, shall be a member of the Association so long as it shall be the record owner of a fee, or an undivided fee, interest in any Lot or Living Unit which is subject by covenants of record to assessment by the Association, and the Developer shall also be a member until it is paid in full for every such Lot or Living Unit which it shall sell. Also, every person or entity who is a record owner of a fee, or undivided fee, interest in any Lot or Living Unit which is subject by covenants of record to assessment by the Association and who shall have paid the Developer in full for the purchase price of the Lot or Living Unit, shall be a member of the Association, provided that any such person or entity (except the Developer) who holds such interest merely as security for the performance of an obligation shall not be a member.

    Associate Members. Every person or entity who has entered into a contract of purchase with the Developer covering a Lot or Living unit which is subject by covenant of record to assessment by the Association and who has not paid the Developer in full for the purchase price of the Lot or Living Unit shall be an associate member of the Association. An associate member shall be entitled to all of the privileges of a member except the right to vote in the election of directors, or otherwise. Rescission of a contract of purchase by Developer for any reason shall terminate the associate membership.

ARTICLE V
VOTING RIGHTS

    The association shall have two classes of voting membership.

    Class A. Class A members shall be all those Owners as defined in Article IV with the exception of the Developer and the associate members. Class A members shall be entitled to one vote for each Lot or Living Unit in which they hold the interest required for membership by Article IV. When more than one person holds a membership interest in any Lot or Living Unit, the vote for such Lot or Living Unit shall be exercised as the members between themselves; but in no event shall more than one vote be case with respect to any Lot or Living Unit.

    Class B. The Class B member shall be the Developer. The Class B member shall be entitled to ten (10) votes for each Lot or Living Unit in which it holds the interest required for membership by Article IV, provided that the Class B membership shall cease and be converted to Class A membership on January 1, 1990.

    Associate Members. Associate members shall not have the right to vote.

ARTICLE VI
BOARD OF DIRECTORS

    The affairs of this Association shall be managed by a Board of seven (7) Directors. A change in the number of directors shall be made only by amendment to these Articles of Incorporation. The names and addresses of the persons constituting the initial Board of Directors and the annual meeting to which their respective terms shall extend are as follows:

    Thereafter, directors shall be elected for a term of (3) years or until their respective successors are elected and qualified. Any vacancy occurring in the initial or any subsequent Board of Directors may be filled at any meeting of the Board of Directors by the affirmative vote of a majority of the remaining Directors, and, if not previously so filled, shall be filled at the next succeeding meeting of members of the corporation. Any Director elected to fill a vacancy shall serve as such until the expiration of the term of the director whose position he was elected to fill. It shall be required that any person nominated or elected to the board of directors be an owner of townhouse property in Bella Vista Village.

ARTICLE VII
ANNEXATION OF ADDITIONAL PROPERTIES

    Additions to the properties described in Article III may be made only in accordance with the provisions of the Original Declaration and the Supplemental Declaration applicable to said properties. Such additions when properly made under the applicable covenants shall extend the jurisdiction, functions, duties, membership and associate membership of this corporation to such properties.

ARTICLE VIII
MERGERS AND CONSOLIDATIONS

    To the extent permitted by law, the Association may participate in mergers and consolidations with other nonprofit corporations organized for the same purposes, provided that any such merger or consolidation shall have the assent of two-thirds (2/3) of the entire Class A membership and two-thirds (2/3) of the entire Class B membership, if any.

ARTICLE IX
AUTHORITY TO MORTGAGE

    Any mortgage by the Association of the Limited Common Properties or facilities defined in the Declaration shall have the assent of two-thirds (2/3) of each class of voting membership.

ARTICLE X
DISSOLUTION

    The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of its voting membership. Written notice of a proposal to dissolve setting forth the reasons therefore and the disposition to be made of the assets shall be mailed to every member according to Article XII. Upon dissolution of the Association, the assets of the Association, both real and personal, shall be granted, conveyed and assigned to the Bella Vista Country Club, Bella Vista Village, Arkansas. In the event that such disposition cannot be made, the assets of the Association both real and personal, shall be dedicated to any appropriate public agency to be devoted to purposes, as nearly as practicable, the same as those to which they were required to be devoted by the Association. In the event that such a dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation,

    Association, trust or other organization to be devoted to purposes and uses that would most nearly reflect the purposes and uses to which they were required to be devoted by the Association. No such disposition of corporation properties shall be effective to divest or diminish any right or title of any member vested in him under the recorded covenants and deeds applicable to the Townhouse Properties unless made in accordance with the provisions of such covenants and deeds.

ARTICLE XI
DURATION

    The corporation shall exist perpetually.

ARTICLE XII
MEETINGS FOR ACTIONS GOVERNED BY ARTICLES VIII THROUGH X

    In order to take action under Articles VIII through X, there must be a duly held meeting. written notice, setting forth the purpose of the meeting shall be given to all members not less than 30 days nor more than 60 days in advance of the meeting. The presence of members or proxies entitled to cast fifty-one percent (51%) of the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notice requirements set forth above, and the required quorum at such subsequent meeting shall be one-half of the required quorum of the preceding meeting. No such subsequent meeting shall be held more than 60 days following the preceding meeting. In the event that two-thirds (2/3) of the Class A membership or two-thirds (2/3) of the Class B membership, if nay, are not present in person or by proxy, members not present may give their written assent to the action taken thereat.

ARTICLE XIV
AMENDMENTS

     These Articles may be amended by the majority vote of the Board of Directors provided the amendments are approve by the Circuit Court of Benton County, Arkansas.

ARTICLE XV
INCORPORATOR’S NAMES & PLACES OF RESIDENCE

        IN WITNESS WHEREOF, of the purpose of forming this corporation under the laws of the State of Arkansas, we, the undersigned, constituting the incorporators of this Association, have executed these Articles of Incorporation this 30th day of March, 1970.