WQ0028785_More Information Received_20241112

Initial Review
Reviewer
nathaniel.thornburg
Is this submittal an application? (Excluding additional information.) *
Yes No
If not an application what is the submittal type?* Annual Report
Residual Annual Report
Additional Information
Other
Permit Number (IR) * W00028785
Applicant/Permittee Queens Grant Recreation Assn., Inc.
Email Notifications
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Regional Office
CO Reviewer
Admin Reviewer

Submittal Form
Project Contact Information
Please provide information on the person to be contacted by NDB Staff regarding electronic submittal, confirmation of receipt, and other correspondence.
....................................................................................................................................................................................................................................................................................... ... ... ... ... ... .. ... ... ... ... ..
Name* William Cilento
Email Address*
[e-mail]
Project Information
.........................
Application/Document Type*
New (Fee Required)
Modification - Major (Fee Required)
Renewal with Major Modification (Fee
Required)
Annual Report
Additional Information
Other
Phone Number*
5042598571
Modification - Minor
Renewal
GW-59, NDMR, NDMLR, NDAR-1,
N DAR-2
Residual Annual Report
Change of Ownership
We no longer accept these monitoring reports through this portal. Please click on the link below and it will take you to the correct form.
https://edoes.deq.nc.gov/Forms/NonDischarge_Monitoring_Report
Permit Type:*
Wastewater Irrigation
High -Rate Infiltration
Other Wastewater
Reclaimed Water
Closed -Loop Recycle
Residuals
Single -Family Residence Wastewater
Other
Irrigation
Permit Number:*
WQ0028785
Has Current Existing permit number
Applicant/Permittee Address*
Post Office Box 12051, Wilmington, NC 28045
Facility Name*
Queens Grant WWTP
Please provide comments/notes on your current submittal below.
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at [e-mail].
Please attach all information required or requested for this submittal to be reviewed here.
(Application Form, Engineering Plans, Specifications, Calculations, Etc.)
WQ0028785.pdf 10.35MB
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than upload limit.
* By checking this box, I acknowledge that I understand the application will not be accepted for pre -review until the fee (if required) has
been received by the Non -Discharge Branch. Application fees must be submitted by check or money order and made payable to the
North Carolina Department of Environmental Quality (NCDEQ). I also confirm that the uploaded document is a single PDF with all parts
of the application in correct order (as specified by the application).
Mail payment to:
NCDEQ — Division of Water Resources
Attn: Non -Discharge Branch
1617 Mail Service Center
Raleigh, NC 27699-1617
Signature
WMAW 644041
Submission Date 11/11/2024

PUMP STATION INSPECTION AND MAINTENANCE AGREEMENT,
STATE OF NORTH CAROLINA
COUNTY OF PENDER
This agreement is made and entered into this Ist day of January . 2025,
by and between OUEENS GRANT RECREATION ASSOCIATION INC (hereinafter referred to
as the "Owner") and PUMP STATION SYSTEMS. LLC (hereinafter referred to
as the "Contractor").
WITNESSETH
WHEREAS, the Owner owns or controls the property upon which a Pump Station (hereinafter
"Station") is installed, such Station being permitted under the Rules for Waste Not Discharged To Surface
Waters, found at 15A N.C. Administrative Code 18A.1900 et seq.; and
WHEREAS, the Owner is required to inspect and maintain such Station under the Rules for Waste Not
Discharged To Surface Waters, found at 15A N.C. Administrative Code 18A.1900 et seq.; and
WHEREAS, the Owner desires to enter into an agreement for the Contractor to inspect and maintain
the Station under the Rules for Waste Not Discharged to Surface Waters found, at 15A N.C.
Administrative Code 18A.1900 et seq.
NOW THEREFORE, in consideration of the premises and of the mutual covenants and promises
contained in this Agreement, it is hereby agreed by and between the Owner and the Contractor as stipulated
below.
The Contractor's Oblijzations. The Contractor shall perform the following services on the Owner's
Station located at
QUEENS GRANT RECREATION ASSOCIATION INC
926 N Anderson BLVD
Topsail Beach NC 28443
xxx
a) The contractor shall inspect the Station at least at the frequency, required under either 15A NCAC
02T Section .0300 — "Sewer Extensions" or 15A NCAC 02T Section .0400 — "System -Wide
Collection System Permitting".
b) The Contractor shall perform the following routine maintenance procedures in accordance with the
conditions of the Operation Permit:
I) INSERT - NA
2) INSERT - NA
3) INSERT - NA
c) The Contractor shall report the results upon request of the Owner.
d) If an inspection indicates the need for Station repairs, the Contractor shall notify the Owner within
forty-eight (48) hours of inspection.
e) The Contractor shall notify the Owner of needed repairs, which are outside of the scope of routine
maintenance described in subparagraph (b) above. The Contractors shall perform necessary
repairs to the Station at the request of the Owner and shall be entitled to payment thereof at the
Contractor's normal charge for services and materials.

f) The Contractors shall employ or shall contract with a certified operator(s) if required under the
Rules for Waste Not Discharged To Surface Waters, found at 15A N.C. Administrative Code
18A.1900 et seq.
g) The Contractor shall respond to a request for a nonscheduled service or maintenance call within four
(4) hours after receipt of such request.
2. The Owner's Obliaations.
a) The Owner shall pay to the Contractor the sum of Three Thousand Seventy Five and no/100
Dollars ($3,075.00) per month for periodic inspections, routine maintenance procedures and
periodic reports. The monthly fee may be amended upon sixty (60) days advance notice to the
Owner but may not be increased more than ten (10%) percent per year. The Owner shall pay to
the Contractor his normal and customary fees for any work performed on the Station as a result
of nonscheduled service or maintenance calls. All fees are due and payable within thirty (30) days
of billing. Payments due to the Contractor and unpaid by the Owner after thirty (30) days shall
accrue interest from the due date until paid at a rate of six (6%) percent per month.
b) Within seven (7) days of receipt of notice of needed repairs pursuant to paragraph Le. above,
the Owner shall request the Contractor to complete needed repairs or shall provide to the
Contractor evidence that the needed repairs were satisfactorily completed by another entity.
c) The Owner shall provide the Contractor with such access to the Station as is reasonably necessary
for the Contractor to comply with the terms of this Agreement.
d) The Station shall be in compliance under the Rules for Waste Not Discharged To Surface
Waters, found at 15A N.C. Administrative Code 18A.1900 et seq. If the Station is not in
compliance, the Owner shall direct the Contractor to make the necessary repairs and improvements
at the Owner's Expense.
e) The Station must be connected to a telemetry system (i.e. remote alarm system) as required
under 15A NCAC 02T .0403 (a) (4). If the station is not connected to a telemetry system, the
Owner shall direct the Contractor to connect the Station to a telemetry system at the Owner's
expense.
Term. This Agreement shall remain in effect until terminated.
a) Automatic Termination.
This agreement shall automatically terminate if the Operation Permit for the Station is revoked and
all appeals of the revocation are exhausted or the time for taking an appeal has passed.
b) Termination by Mutual Consent.
The Parties may mutually agree to terminate this Agreement by giving written notice of
termination by mutual consent to each other thirty (30) days in advance of the date of termination.
c) Termination by the Owner.
The Owner may terminate this Agreement by giving notice to the Contractor thirty (30) days in
advance of the date of termination.

d) Termination by the Contractor.
1) The Contractor may terminate this Agreement for cause by giving written notice of intent
to terminate this Agreement to the Owner thirty (30) days in advance of the date of
termination. Cause shall be defined as:
a) failure to remit payment for any bill for services performed under and in accordance with
this Agreement if said bill is not paid within thirty (30) days of receipt by the Owner of
the bill. If said bill is paid after notice of termination of this Agreement, the Agreement
shall continue in effect; or
b) failure of the Owner to provide to the Contractor authorization to complete needed repairs
or satisfactory evidence that needed repairs to the Station were completed by another
entity within -seven (7) days of receipt of notice of needed repairs pursuant to paragraph
Le. above. If said authorization to complete needed repairs or evidence of completion of
said repairs is provided after notice of termination is given but prior to the date of
termination of this Agreement, this Agreement shall continue in effect; or
failure of the Owner to allow the Contractor such access to the Station as is reasonably
necessary in order for the Contractor to comply with the terms of this Agreement.
2) The Contractor may not terminate this Agreement without cause but may assign its rights
and duties under this Agreement as provided in paragraph 4, below.
4. Assiamnent.
a) Assignment by the Owner.
The Owner shall notify the Contractor of the name and address of any purchaser of the property
on which the Station is located. The Owner shall also notify any purchaser of the property on
which the Station is located of the existence of this Agreement and shall assign all rights and
duties under this Agreement to said purchaser.
b) Assignment by the Contractor.
The Contractor may assign its rights and duties under this Agreement to another management
entity, upon thirty (30) days written notice to the Owner.
5. Use of Subcontractors. The Contractor may subcontract with such manufacturers, suppliers and
contractors as it deems desirable to perform any of the Contractor's duties under this Agreement.
The Contractor shall at all times remain responsible for the performance of and payment for all
work performed by all subcontractors.
6. Representations. The Parties represent to each other that each has the power, authority and legal
right to enter into and perform its obligations as set forth in this Agreement.

Reaulatory Amendments. References in this Agreement to sections of the Administrative Code shall
include such rules as they may be amended in the future.
8. No Implied Waiver. The waiver by either Party, of the default or a breach by the other Party of any
provision of this Agreement shall not operate or be construed to operate as a waiver of any
subsequent default or breach. The failure at any time of either Party to enforce any provision of this
Agreement (a) shall not be construed to be a waiver of such provisions, or of any other provision;
and (b) shall not in any way affect the validity of this Agreement, or any part of this Agreement, or
the right of either Party thereafter to enforce each and every provision of this Agreement.
9. Notice. Every notice required under this Agreement shall be in writing and shall be deemed
sufficiently given if delivered in person or sent by certified or registered mail, return receipt
requested, postage prepaid to the Party to be notified and addressed as follows:
To the Owner: QUEENS GRANT RECREATION ASSOCIATION INC
PO BOX 12051
WILMINGTON NC 28405
To the Contractor: PUMP STATION SYSTEMS, LLC
P.O. BOX 10189
WILMINGTON, NC 28404
The date of any Notice shall be the date of personal delivery or the date shown on the return receipt
as the date of delivery or attempted deliver, as the case may be. Changes in the respective
addresses to which notice may be directed may be made from time to time by either Party by notice
to the other party.
10. Place of Agreement. This Agreement and any questions concerning its validity, the Station
construction or performance shall be governed by the laws of the State of North Carolina.
notwithstanding the place of execution, or the order in which the signatures of the Parties are
affixed.
11. Entire Agreement and Amendment. This Agreement supersedes all prior negotiations, agreements
and understandings between the Parties with respect to the subject matter hereof and constitutes the
entire Agreement between the Parties with respect to the subject matter hereof. To be effective, any
amendment or modification to this Agreement must be in writing and must be signed by the Parties.
12. Severability. In the event that any provision of this Agreement shall, for any reason, be determined
to be invalid, illegal or unenforceable in any respect, the Parties shall negotiate in good faith and
agree to such amendments, modifications or supplements of or to this Agreement or such other
appropriate actions as shall, to the maximum practicable in light of such determination, implement
and give effect to the intentions of the Parties as reflected in this Agreement, and the other
provisions of this Agreement shall, as so amended, modified, supplemented or otherwise affected by
such actions, remain in full force and effect.
(Signature page to follow)

IN TESTIMONY WHEREOF, the Parties hereto have executed this Agreement in duplicate
originals, one of which is retained by each of the Parties, the day and year first above written.
QUEENS GRANT RECREATION ASSOCIATION, INC.
Contract Term: O1/O1/2025—12/31/2025
By:
Its:
PUMP STATION SYSTEMS, LLC
By: Joseph H. Stilwell, Jr.,
Member/Manager
(Printed Name)
(Print Title)

` FILED FOR REGtSI'HATION the
�L Day of `V//O-(J 19 a
' at y; 3 3 O'clock �_ M. j
and registered In the office of tile
Register of heeds for Pender Courtly In
* BOOK PAGE 01 r
' Hugh (Oerstreet, Jr.,,Register Of ll eds
" PENDE R COUN'I'y, NORTH CAROLINA
STATE OF NORTH CAROLINA DECLARATION OF COVUNAWM,
CONDITIONS AND 11IWI'RIC11ONS
COUNTY OF FENDER QUEENS GRANT RECREATION ASSN., INC.
THIS DECLARATION, made the .2 1° If` day of May, 1983, by MLAND
DEVELOPMENT CORPORATION, a North Carolina corporation, hereinafter referred to
as "Declarant';
WII'NI:S 91'H:
WIIr:REAS, Declarnnt Is the owner and developer of"certain property III Topsail
Beach, Topsail 'Township, Pender County, North Carolina, oil both sides of NC highway
59, the oceanfront portion of which is being developed as QUEENS GRANT
CONDOMINIUMS and the soundfront portion of which is being developed as QUEENS
GRANT TOWNHOUSES; and
WIIEREAS, in accordance with tine plan for said development, Declarant has
set aside or intends to set aide certain areas for the common use and enjoyment of all
property owners, and accordingly has orgnnized a Community Property Owners
Association known as "QUEENS GRANT RECREATION ASSN., INC.", a private non-
profit corporation, to hold title to the club house, boat dock facilities and all open spaces
and common areas intender] primarily for (lie mutual use, benefit and enjoyment of all
property owners in the development, all of whom shall be members of the Recreation
Association.
NOW, THEREFORE, Declarant hereby declares that all of the properties
shown and designated as common areas upon the plat or QU +ERNS GRANT RECREATION
ASSN., INC. which said plat is recorded or is to be recorded In the Office of the Register
of Deeds of Pender County, shall be held, sold and conveyed subject to the following
ensernents, restrictions, covenants and conditions, ail of which Fire for the purpose of
enhancin find protecting the value, desirnbility and attractiveness of the development
and till of'which enseinenLs, covenants, restrictions and conditions shall run with the land
and shell` be bindlor upon parties ]raving or acquiring any right, title or Interest in the
described premises jr ally part thereof, and shall Inure Lo the benefit of each member of
tine Association.
ARTTC1di I
DEFINITIONS
Section 1. ASSOCIATION shall be used interchangeably with
CORPORATION. and shall mean and refer to QUEENS GRANT RECREATION ASSN.,
INC., a non-prolit corporation, its successors and assigns. All property owners of
QUEENS GRANT CONDOMINIUMS and QUEENS GRANT TOWNHOUSES shall be
members of the Association, which membership s iall be appurtenant to and may not be
separated from the ownership of such single farnil) lot orrmulti-fanuly townhouse unit.
L

Section 2. UEENS GRAN'r sinali mean and refer to the entire
development of the property gRnveyed to ISLA, i" YIXE .OPMENT CORPORATION by
the deed recorded in iloolcs Goy` at Page Lj of the Pender County Registry,
including all property in QUEENS GRANT CONDUMIMUMS and townhouse units in
QUEENS GRANT T'OWNIIOUSES, and any property subsequently annexed to the
development by Declarant.
Section 3. Lur siiall mean and refer to one of the townhouse lots shown
Upon the plat of QUEENS GRANT TOWNIIOUSES recorded or to be recorded In the
Pender County Registry.
Section 4. UNiT shall mean Euid refer to a condominium unit in QUEENS
GRANT CONDOMINIUMS as shown upon the plans thereas recorded or to be recorded in
the Pender County Registry.
Section 5. PROPET1710 shall mean and refer to that certain real
property described on the plat entitled QUHHN5 GRANT RFCRHATION ASSN., INC., and
such additions thereto as may hereafter be brought within the jurisdiction of the
Association.
Section G. COMMON AREAS sliall mean all real and personal property
owned by the Association for the common use and enjoyment of the members of We
Association.
Section 7. MEMDERSIUP shall mean and refer to the rights, benefits,
duties and obligations, evidenced by an appropriate certificate, which shall inure to the
benefit of and burden each member of the Association.
Section 8. MEMBER shall mean and rotor to every person or entity who
has a membership in the Association.
Section 9. DECLARANT shall mean ' and refer to ISLAND
DEVELOPMENT CORPORATION, its successors and assigns, It such successors or assigns
should acquire from ISLAND DEVELOPMENT CORPORATION, any properties adjoining
the QUEENS GILANT development for the purpose of development.
AX11CLE U
ANNE,VITION OF ADDI'TION&L PROPER11PS
Section 1. Except as provided in Section 2 of this Article, annexation of
additional property outside the boundary shown on the general plat attached hereto as
Exhibit "A" shall require the assent of two-thirds (2/3) of the members, at a meeting held
in accordance with the 13y-faiws, written notice of which shall be sent to all members not
less than thirty (30) days nor more than sixty (GU) days in advance of the inee(ing, setting
forth the time, dnte, place and purpose of the meeting. % quoruin shall be fifty per cent
(5UW) of the members of the Corporation. If the required quarmn is not forthcoming at
any meeting;, another meeting may be called subject to the notice requirement .Fet forth
above and the required quorum at such subsequent meeting shall be one-half U'1) of the
required quorum of the preceding meeting. No such subsequent ineeting shall be held
more than sixty (GU) days following the preceding meeting.
Section 2. If the Declnrant shall desire to enlarge boat bnsin and/or to
create additional boat slips, sucit additional area may be annexed to said properties
without the assent of the members of the Corporation, provided, however, that
development of the additional lands to enlarge the boat basin slnail be in accordance with
a general plan submitted to and approved by the United States Army Corps of Engineers,
and all required Federal, State and local regulatory authorities, avid provided further that
no such annexation shall become effective until a revised plat of the area to be annexed
is recorded in the Office of the Register of Deeds in Pender County showing the areas to
be annexed and/or the boat slips to be added.

ARTICLE Iit
MEMBERS111P AND VOTING RtGlFrS
Section 1. Every Owner of a lot In QUEENS GRANT TOW1,111OUSES or a
unit in QUEENS GRANT CONDOMINIUMS (Including the owners of nny townhouses or
condominiums subsequently added to the development) shall be a member of the
Association. Membership shall be appurtennnt to and cony riot be separated from
ownership of any such Lot or unit in QUEENS GRANT.
Section 2. The Association shall have two classes of voting membership:
A. CLASS "A". Class "A" members shall be all owners with the
exception of the Declarant and shall be entitled to one vote for
eneh Lot or unit owned. When more than one, person holds na
interest In any Lot or unit all such persons shrill be members.
The vole for such Lot or unit shall be exercised as they among
themselves determine, but in no event shall more than one (1)
vote be cast with respect to any Lot or unit.
B. CLASS "B". Class "II" member(s) shall be the Declarant and shall
be entitled to three (9) votes for each Lot or unit owned. The
Class "B" membership shall cease and be converted to Class "A"
membership on the happening of either of the following events,
whichever occurs earlier:
(a) when the total votes outstanding in Class "A"
membership equals the total votes outstanding In the
Class "B" membership, or
(b) on January 1, 1988.
Section 3. TRANSFER OF MEMBER5111PS: Memberships shall not be
transferable except as an incident or appurtennnce to the transfer of the ownership of a
lot or unit in QUEENS GILANT CONDOMINIUMS or QUEENS GRAN'r TOWNHOUSES.
Every conveyance or transfer, whether by deed, will or Inheritance of n townhouse lot In
QUEENS GRANT TOWNHOUSES or a unit in QUEENS GRANT CONDOMINIUMS shall be
conclusively presumed to include the transfer and conveyance of the membership
appurtenant to the same whether or not reference to the transfer of such membership is
contained in ti:e deed, will or other minument of title transferring the property.
Section 9. IUGIITS OF MEMBER&
;. ?inch member of the Corporation shall have the non-exclusive
right, subject to the provisions hereof and subject to the ay -Laws
-ind Rules and regulations promulgated by the Onard of Directors
to lawfully use the boat docking facilities.
2. Each member of each cinss shall have the right and easement of
enjoyment In !nd to the common areas subject to the right of the
Association:
(a) To limit the number of guests of members:
(b) In accordance with its Articles and I]y-Laws to borrow
money for the purpose of improving the properties,
common areas and facilities;
(c) ro suspend nll rights of nny member for any period
during which any dues or assessments against such
member remains unpaid, find for a period not to exceed
thirty (30) days for any infraction of its published Rules
and Regulations; and to lease or otherwise lawfully use
such rights during any such period of suspension;

ARTICLE IV
COVENANTS FOR MAINTENANCE ASSESSMLN'1'3
Section 1. CREATION OF THE LIEN AND PERSONAL OBLIGATION OF
ASSESSMENTS- Each owner of ench membership agrees to pay the Association: (1)
annual assessments or charges, and (2) special assessments for capitnl Improvements;
such assessments to be fixed, established arid collected iron► time to time as hereinafter
provided, shall be a charge on the membership and shall be a continuing lien upon the
membership against which each such assessment is rnnde. Each such assessment,
together with such interest, costs and reasonable attorney's tees, shrill also be the
personal obligation of the person who was ti►e owner of such membership at the time
when the assessments fell due. The personal obilgatiou for delinquent assessments shall
not pass to his successors in title unless expressly assumed by them.
Section 2. PURPOSE OF ASSLSSML►IITS! The assessments levied by the
Association shnil be used exclusively for the purpose of (1) promoting the recreation,
health, safety and welfare of the members and their proprriy; (2) ti►e enforcement of
these Covenants and the Mules of the Association promulgated by the Board of Directors;
and (3) in particular for the improvement and maintenance of the properties, services
and dock facilities devoted to this purpose and related to the use and enjoyment of the
common area.
Section 3. DEPERMINA'1'lON OF ASSESSMENTS:
A. The Board shall determine from time to time the sum or sums
necessary and adequate for the common expenses. At the annual
meeting of the Association, such budget shall be submitted to the
members for approval. As approved, the budget shall constitute
the basis for all regular assessments for common expenses
against owners of memberships, which assessments shall be due
and payable periodically as determined by the Board. Common
expenses shall Include expenses for the operation, maintenance,
repair or replacement of the common area and facilities
including the boat slips, all insurance premiums and expenses
relating thereto, and any other expenses designated as common
expense from time to time by the Board of Directors of the
Association.
B. The Board is specifically empowered on behalf of the Association
to make and coileet assessments and to maintain, repair and
replace the common area and facilities, including the docks a►►d
boat slips. Assessments shall be payable periodically as
determined by the Board.
Section 4. MAMMUM ANNUA1, ASSESSMENT: Until January 1 of the
year immediately following the :ransfer of the first membership to a lot or unit owner,
the maximum annual assessment shall be EIGHT HUNDRED ($1300.1)0) DOLLARS per
membership.
A. From and after January 1 of the year in►tnediateiy following ti►e
transfer of the first membership to a lot or unit owner, the maximuln
annual assessment may be increased ench year not more thnn FIVE PER
Crta'r (5 ;'6) above the runximurn annual assessment for the previous year
without a vote of the membership.
B. From and after .January 1 of the year Immedintely following the
transfer of the first membership to a lot or unit owner, the rnnxirnurn
annual assessment may be increased above FIVE PER CENT (5%) by a
vote of a majority of each class of members who are voting in person or
by proxy, at a meeting duly called for such purpose.

Section 5. • SPECIAL ASSIMMEN'I'S FOR CAPITAL IMPROVEMENTS; in
addition to the annual assessinents authorized above, the Associntion may levy In' any
assessment year, n special assessment applicable to that year only, for the purpose of
defraying, in whole or in part,the cost of any construction or reconstruction, unexpected
repair or replacement of n described enpitnl improvement upon the common aren,
including the necessary fixtures and personal property related thereto, or defraying in
whole or in part the cost of any dredging; provided that any such assessment shall have
the approval of two-thirds (213) of each of the Class A and Class 17 members who are
voting In person or by proxy at a meeting duly called for this purpose.
Section 6. QUORUM FOR ANY ACTION AUTI10RI7 D UNDER
SEMON A: At the first meeting called as provided in Seetioi 4 hereof, presence of
members or proxies entitled to enst the votes of sixty per cent (60%) of nil the
memberships shriil constitute o quorum. if the required quorum is not present, another
meeting rnny be celled subject to fifteen (15) dnys written notice, and the required
quorum for such subsequent meeting shall be the presence of members or proxies
representing fifty per cent (50:Y,) of the membership entitled to vote.
Section 7. DATE OF COMMENCEMENT OF ANNUAL ASSESSMENTS
DUE DATM: The annual assessments provided for herein shrill commence as to each
membership on the first day of the month following its nequistion by a member. The
first annual assessment shall be adjusted according to the number of months rernahiing in
the calendar year. The Board of Directors shall fix the amount of the annual assessment
against each membership fit least thirty (90) days In advance of each annual assessment
period. Writteu notice of the nrmunl assessment shall be sent to every owner of
membership. The due dates shall be established by the Board of Directors. The
Association shall upon demand at any time furnish a certificate in writing signed by nn
officer of the Corporation setting forth whether the assessments against a specified
membership tinve been paid. A reasonable charge may be made by the Board for the
issuance of these certificates. Such certificate shall be conclusive evidence of payment
of piny assessment therein stated to have been paid.
Section S. ASSESSMENTS FOIL IMPAIRS OF DAMAGE CAUSED BY
FAULT: If a meniberi assignee or lessee, or one of their guests, darnnges or destroys by
his or her fault any of the property in the common area including the docks, boot slips
and other facilities, the Board shall levy a speclal assessment upon the owner of that
membership far the full cost of repair or replacement of such darnage or destruction.
Section 9. EFFECT OF NON-PAYMENT OF ASSESSMENT3 - RHMEDIES
OF THE CORMRATION: Any assessment or nay portions thereof which are not paid
when due shall be delinquent. If the assessment or portion thereof is not paid within
thirty (00) days after the due date, the same shall become n lien on such membership and
bear interest from the flnte of delinquency at the rate of twelve per cent (121,Y,) per
annum, and the Association may bring an action at low ngainst the owner personally
obligated to pay the same or to foreclose the lien ngninst the membership, and interest,
posts rind reasonable attorney'n fees of nny such nctlon shall be ndded to the amount of
suds assessments. No owner may waive or otherwise 3scnpe liability for the nssessments
provided for herein by non-use of the common area or abandonment of his menibership.
Section 10. SUBORDINATION OF THE LIEU TO MORTGAGES: 'rile lien
of the assessments provided for herein shrill be subordinate to the lien of any mortgage or
pledge of the membership. Sale or transfer of any membership sliall not affect the
nssessment lien. Ilowever, the snle or transfer of any membership which is subject to
nay inortgnge or pledge, pursuant to n decree of foreclosure under such iaorlgnge of
pledge or any proceeding in lieu of foreclosure thereof, shall extingulsh the lien of such
assessments ns to priyments thereon which become ([lie prior to suoh sale or transfer. No
sale or transfer shrill relieve such member from linbility for airy assessments thereafter
becoming due or from tiie lien thereof.

STATE OF NORTH CAROLLNA
JOINDUItAND C0HSENT
COUNTY OF PENUE11
JAMIS C. sTHADO'IAN, TRUSrRE, find UNrrED CAROLINA BANK, a North
Carolina Bantling Corporation, join In this Declaration of Cover:nnts, Conditions, and
Restrictions for Queens Grant Recreations Assn., Inc., for tire sole purpose of subjecting
and subordinating to said ❑eclarntion, the liens of those certnin {feeds of trust to JAMPS
C. S' EADMAN, TRUSTEF, recorded in Book 1199 at Pages 278, 281, 284 and 287 in the
Office of lie Register of Deeds of Pender County, North Carolina.
(j �7-ta (SEAT,)
/JAML� Un1. Sl' A•AN, I'1 USl'EL'
elssi� :.fit Seetletary
(CORI'bR" ATE SEAL)
STATE OF NORTH CAROLINA
COUNTY OF NEW IIANOVER,
UNITED CA OLTNA RANI{:
BY:
icc FresUent
1, a Notary Public of the County and State aforesaid, certify that JAMES C.
STEADMAN, TRUE E3 personally appeared before me this day and acknowledged the
execution of the foregoing instrument.
WI•PNESS my hand and official stamp or seal, this ,!:-�'day of May, 1983.
NoYry Public
My Commission Expires:
(No'rARIAL SEAL) a L1C� } c
STATE OF NORTH CAROLINA
COUNTY OF NEW HANOVEIi.
I a Notary Public of [lie County and State aforesaid, certify
personally came before me this day and
acknowledged that ,4d:e is r;�x�,r;-„/' Seeretnry of UNITED CAROLINA BANK, a
North Caroflaa Bantling Corporation, and that by authority duly given and as the act of
the corporation, the foregoing instrument was signed in its name by its
President, sealed with Its corporate seal and attested by Al as its
Secretary.
tVTTNESs my hand and official stamp or seal, this �, ; !y__ day of May, I903.
121 rr�
Not Public
My Commission Expires: 111j1,1•, Iof ll Flit,��
b U,1�o., North Carolina Coaa:y
The furs + i•t • Inc. (1) Certif' cc of
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ARTICLE v
MA.IN,rj, N A N CL'
7'lie Association slind provide mainlennnce of the common areas and shalt
maintain, repair or replace all or any portion of the boat slips, common docks, Club
(louse facilities and other amenities at tale discretion of the 13oard or designee of the
Board. The cost of sueh mninlenance repair or replacement shnll be added to find
become a part of the total annual assessment for whielt nll memberships are
proportionately liable subject to the provisions of Section A, Article IV with respect to
the Maximum Amival Assessment.
ARTICLE VI
ARCIUTECrURAL CONTROL
Section 1. IMPROV13MEN'I'S AND ALTERATIONS, 017C= No building,
fence, wall, sign or other structure shall be commenced, stored, erected or mnintained
upon the common area or other property of the Association, nor shall any addition to or
change or alteration there be made until tiie plats and specifications showing the nature,
kind, shape, height, materials, location of said change shall have been submitted to and
approved in writing as to the harmony of external design and location lit relation to the
surrounding aren by tiie Board of Directors of the Association, or by oil architectural
committee composed of three (3) or more representatives of the Board.
ARTICLE VU
USE RPST UCTIONS
Section 1. RULES AND REGULATIONS: The Board of Directors of the
Corporation shall have the power to formulate, publish and enforce reasonable rules and
regulations concerning the use and enjoyment of the properties including boat sups.
Section Z. USE Oil PROPETEI-Jis, trl'C.: No portion of the properties,
common area or any boat slip may be used for iuiy commerciai purpose.
Section 3. QUiLrr ENJOYMENT: No obnoxious or offensive activity shall
he carried on, in or upon the propertles, tile common wren or any boat slip, nor shall
anything be done which may be or may become a nuisance or annoyance to any member,
assignee or lessee.
ARTICLE VIU
EASEMENTS
Sec Linn ;. ACCPSS i;ASEMENT'S: The Declarant hereby reserves unto
itself, its succcssorr and assigns, a perpetuni easement and right-of-way over the
common areas of Q'UMNS GRANT' ?IECREATION ASSN., 1NC. ror necess, ingress and
egress to the property adjoining gUEHNS GRANT RECItETATION ASSN., INC. to the
North, in tiie ovent Declarant should develop any property adjoining the development to
the North and annex the same to this development.
Section 3. UTILITY EASEMENTS: The Association shnil have the right to
{;rant and establish over aid across its properties and common areas such easements and
rights -of -way as may be required for drainage and public utilities.

ARTICLE IX
GENERAL PROVISIONS
Section 1. ENFORCEMENT: The Association, or any member, shall have
the right to enforce, by any proceeding at law or in equity, all restrictions, conditions,
covenants, reservations, liens'and charges now or hereafter imposed by or under the
provisions of this Declaration. Failure of the Association or any member to enforce any
covenant or restriction herein contained shall in no event be deemed a waiver of the
right to do so thereafter.
Section 2. SEVERA13U rrY: Invalidation of any one of these covenants or
restrictions by judgment or court order shall in no way affect any other provision, which
shall remain [it full force and effect.
Section 3. DURATION: The covenants, conditions and restrictions of this
Declaration shall run with and bind the properties and common arens and shall inure to
the benefit or be enforceable by the Association, or ally member, their respective legal
representatives, heirs, successors and assigns; subject to this Declaration, for a term of
twenty-five (25) years from the date this Declaration is recorded, after which thne such
covenants shall be automatically extended for successive periods of ten (10) years each;
provided, however, that this declaration may be amended at any time as provided in
Section 4 below.
Section 4. AMENDMENT OF DUCLARX110N: '['Isis Declaration may be
amended by the vote of not less than two-thirds (2/3) of ench Class of members of the
Association, cast by person or by proxy at a meeting duly lield In accordance with the By -
Laws. All amendments shall be certified by the Secretary of the Association and shall be
effective from the date of recording of the amendment as certified, in the Office of the
Register of Deeds of Pender County. It shall be conclusively presumed that such
instrument constitutes a valid amendment as to all persons thereafter purchasing any
membership In the Association; provided, however, that in no event may this Declaration
be amended so as to deprive Declarant of any rights herein granted or reserved unto
Declarant.
Alt'i'iCLU A
INSURANCH
Section 1. The Board of Directors on behalf of the Association, as
common expense sl►all at all times keep the property (except personal property of a
member) insured tigainst loss or damage by fire or other liaznrds Insured against, and
other such risks. including public llabiitty insurance, upon such terms and for such
amounts as may ue reasonably necessary from time to '[me to protect the properties,
common area and boat slips, which insurance shall be payable In anse of loss to the
Association for all members. The Association shall have tine sole authority to deal with
the insurer in the settlement of claims.
Section 2. Such insurance shall be obtained without prejudice to the right
of each member to Insure his personal property for his own benefit at his own expense.
In no event shall the insurance coverage obtained by the Association be brought Into
contribution with insurance purchased by members or their mortgagees.

IN WITNUS WIIEnrQr, the Derinrnot has eniiscrl this Decinration to be
executed by its (1niy mrthorired officers and its corporate sent to be heretmto affixed, all
the day and year first above written.
A'MTsr: l
Assistan ecret
4 ? DgATE SEAL)
' NO11.1-11 CAROLINA
u
DCCLARANT-
ISLAND DEVELOPMEN'r CORPORATION
t/,� Prbsident
, n No ry .Irl c in find far the State
H and County nfnresaid, do hereby eertif tHnt �_'_ � IG��J� (1 persorinlly
nppenred before me this day and nelcnawledged that _�I� is (11e 7 5ecretnry
of ISLAND 111IYI?LOPIVIIINT COIIPORA'1'10N, a North Cnrollnn enrporntion, artd that by
authority duly given find`n`s the act of (tie Association, the foregoing lntr+r+nrnt was
sign d in its name by itPresident, sealed with its corporate seal and attested
by—L-- as its _Secretary.
L
WITNESS my hand and sent, this the dY day of May, I909.
My Commission Expires:
—Ul 1116111- �q . l qfr s
(NOTARIAL SEAL)
�. swaju i ly(�
Notary Public
SrATI, OF NORTIT CAROLINA
rOUNTX OF PE..NDER
The foregoing Certificate of _ cL�u�� c1 Cl_ fj_
Public is certified to be correct. This the ,r day of May, 198d.
iImi OVCRs'rnEC'r, in.
REGISTER OF DEEDS/PENDER couivrY
11 Y: �(! • 6zt� -'
Deputy/A-seistant ,J"'—
Notary

sTA'I'L OF NOILTII CAROLINA
JULNUEIt. ANU CON SLTNT
COUNTY OF PENDCR
DAVID C. 13AILHFOOT, TRUSTER, for QUINN COMPANY, MACK PROPANE,
INC., JOUN A. RICHARDSON, JR., I.J. QUINN, HENRY V. LINEBERGER, JIL_,
RAYMOND V. IUVENIIARIC and BROOKS C. 1101,01111, JR., join In this Declaratlon of
Covenants, CaiidiLluns, and Restrictions for Queens Grant Recreation Assn., Inc., for the
sole purpose of subjecting and subordinating to snid Declaration, the lien of that cerlaht
deed of trust to DAVID C. BAIL1?F00'P, TittiS1'131?, recorded !it Book 609 at Page 88 In
Lite Office of the Register of Deeds of ['ender County, North Carolina.
1}AVi13 L'. iiAliLLrU ' , '1'1 USf'L'R
S'1'AT.EOF NORTH CAROLINA
COUNTY OF NEW IIANOVEIL
I, a Nolnry Public of the County and State aforesaid, certify that DAVID C.
BAREFOOT, TILUSPEE personally appeared before me this day and acknowledged the
execution of the foregoing instrument. i
WfrNESS my hand and official stamp or seal, this of May, 1989.
L Awl
Notary Yub1Eq
My Commission Expires:
P
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fur
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STATH OF NOXI'll CAILOLLNA
COUNTY OF VLNDEH
JOINDER AND CONSENT
JAMES C. SrL'ADMAN, T1tUsTEE, and UmrrLtO CAROLINA DANK, a North
Carolina 13anking Corporation, join In this Declaralioir of Covenants, Conditions, and
Restrictions for Queens Grant Recreations Assn., Inc., for the sole purpose of subjecting
and mbordhinting to said Declaration, the liens of those certain deeds of trust to JAMI0
C. S'rEADMAN, TRUSTLI;, recorded in Book 1199 at Pages 278, 281, 284 and 287 In the
Office of the Register of Deeds of Pender County, North Carolina.
(SEAL)
/JAMES C. Sl'HAllpdANy' Sr11ir
.r.srl
Assi•• ..nl Secretary
�7�1
(CORPORATE SEAL)
STATC OF NORTH CAROLINA
COUNTY OF NEW 11ANOYER
UNUED CAROLINA DANK:
BY:
! ice President �
f, a Notary Public of the County and State aforesaid, certify Uiat GAMES C.
5'rRADMAN, TRI1917HE personally appeared before me this day and acknowledged the
execution of the foregoing Instrument.
WUNESS my Land and official stamp or seal, this 'day of May, 1983.
„\II}I ll,l1,, 4\Vlp3 �' A Ylllil:
My Commission Expires: `\1 4.
V, 7 �r0�U
(NOTARIAL SEAL)
q
STA'I'f: OF NORTH CAROLINA
COUNTY OF NEW IIANOYL1L
I Notary ?ublic of the County and Slate aforesaid, certify
that r r, a— M � �; , personally came before me this day and
acknowledged Wat �ie is ma y;, �,\�' Secretary of UNl' RD CAROLINA fIANK, a
North Carolina Banking Corporation, and that by authority duly given and as the act of
the corporation, the foregoing instrument was signed in its name by its
President, sealed with its corporate seal and attested by -'yrw as its
Secretary. •
WTTNGSS my hand and official stamp or seal, this �.; 1 � _ day of May, 1983.
Not Public
my Commission Expires \,.\-X�, I{to Nortt Carolina Countyd��,'-.
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State of North Carolina
First Amendment to Declaration of
Covenants, Conditions and Restrictions
County of Pender
This Amendment of Declaration of Covenants, Conditions Id Restrictions of Queens
Grant Recreation Assn., Inc. (the "Amendment") is made this day of MO U
2014;
WITNESSETH
Whereas, on May 27, 1983 the Declaration of Covenants, Conditions and Restrictions for
Queens Grant Recreation Association, Inc. was recorded in Book 617 beginning at Page 152 of
the Pender County Registry (the "Declaration'); and,
Whereas, Article IX, Section 4 provides that the Declaration may be amended by the vote
of not less than two-thirds (2/3) of each Class of members of Queens Grant Recreation Assn., Inc.
(the "Association"), in person or by proxy at a meeting duty held in accordance with the
Association's Bylaws (the "Bylaws'); and,
Whereas, there is currently one Class of Members in the Association; and,
Whereas, this Amendment was received by the President of the Association and pursuant
to Article 1II, Section 2 of the Bylaws, the President has presented this Amendment to the Members
at the Annual Meeting of Members of the Association to consider, approve and adopt the
Amendment set forth below; and,
Whereas, the Secretary of the Association caused Notice of the Annual Meeting, stating
the time, date and purpose thereof, was given to all Members not less than thirty (30) days prior to
the Annual Meeting, all as required by the Bylaws of Queens Grant Recreation Assn, Inc. and
Chapter 55A of the North Carolina General Statutes; and,
Whereas, the Annual Meeting of Members was held on May`, 2014, whereupon the
Amendment to the Declaration was approved by a vote of-40 _ 171 % of the Members of the
Association voting in person or by proxy; and,
Whereas, the approval by the Members and the Amendment has been and hereby is
certified by the Secretary of the Association, and upon proper execution hereof, shall be presented
for recordation in the public records of the Register of Deeds for Pender County, North Carolina.
NOW THEREFORE, the Declaration of Covenants, Conditions and Restrictions for
Queens Grant Recreation Assn., Inc. are hereby amended as follows:

1. ARTICLE IV. shall be amended by removing in their entirety, Sections 8 through 10, and
replacing in their entirety the following:
Section 8. WORKING CAPITAL ASSESSMENT: All Lots or Units created or constructed
after January 1, 2013, where title to any such Lot or Unit is conveyed to any Owner subsequent to
the date of recordation hereof, within Queens Grant Townhouses, Queens Grant Condominiums,
or in any other development whereby a new Owner shall become a Member in Queens Grant
Recreation Assn., Inc.. the acquiring Owner shall contribute to the Association as working capital
an amount established by the Association's Board of Directors, but not to exceed $10,000. Such
funds shall be used for the repair, replacement, expansion, improvement, and operation of the
properties of the Association and amenities enjoyed by the Members, or maintained as a reserve
fund for those purposes. Amounts paid into the working capital fund are not to be considered
advance payment of regular assessments. All working capital funds shall became part of the
general operating funds of the Association.
Section 9. ASSESSMENTS FOR REPAIRS OF DAMAGE CAUSED BY
FAULT: If a member, assignee or lessee, or one of their guests, damages or destroys by his
or her fault any of the property in the common area including the docks, boats slips and other
facilities, the Board shall levy a special assessment upon the owner of that membership for the
full cost of repair or replacement of such damage or destruction.
Section 10. EFFECT OF NON-PAYMENT OF ASSESSMENTS -REMEDIES OF
THE CORPORATION: Any assessment or any portions thereof which are not paid when
due shall be delinquent. If the assessment or portion thereof is not paid within thirty (30) days
after the due date, the same shall become a lien on such membership and bear interest from the
date of delinquency at the rate of twelve per cent (12%) per annum, and the Association may,
at its option, and without having made an election of remedies and without affecting any other
remedy available to it may do any one or more of the following: (i) bring an action at Iaw
against the Owner personally obligated to pay the same, together with interest, costs and
reasonable attorney fees; (ii) foreclose the lien for delinquent assessments, interest, costs and
reasonable attorney's fees; and, (iii) after providing 7 days written notice of default and
opportunity to cure such default, terminate such Member's rights of use and enjoyment of the
Association's property and amenities of any such action shall be added to the amount of such
assessments. No owner may waiver or otherwise escape liability for the assessments provided
for herein by non-use of the common area or abandonment of his membership.
Section 11. SUBORDINATION OF THE LIEN TO MORTGAGES: The lien of the
assessments provided for herein shall be subordinate to the lien of any mortgage or pledge of
the membership. Sate or transfer of any membership shall not affect the assessment lien.
However, the sale or transfer of any membership which is subject to any mortgage or pledge,
pursuant to a decree of foreclosure under such mortgage of pledge or any proceeding in lieu of
foreclosure there, shall extinguish the lien of such assessments as to payments thereon which

become due prior to such sale or transfer. No sale or transfer shall relieve such member from
liability for any assessments thereafter becoming due or from the lien thereof.
2. No term, provision.. covenant, obligation, restriction, responsibility or imposition created
by this First Amendment to the Declaration of Covenants, Conditions and Restrictions may be
amended, modified or repealed, without an affirmative vote of owners of eighty (80%) of the
Memberships of the Association.
3. Except as amended hereby, all of the terms, covenants, promises, restrictions and
provisions contained in the Declaration shall remain in full force and effect.
In Witness Whereof, this Amendment has been duly signed on behalf of the Association,
by its President as of the day and year first above written.
Queens Grant Recreation Assn., Inc.
a-OA�
V)a r7t s W s s e-q w,3,'n, President
State of North Carolina
County of e,,�e,
I, EU , a Notary Public of r � r✓r
County, State of North Carotinao certify hat on this day of iY`1 . 2014, before
me personally appeared �.il le-S 1 55iEr' Jei , President of Que ns Grant
Reat' Assn., Inc.
7 personally known to me;
proved to me by satisfactory evidence;
proved to me on the oath or affirmation of who is
personally known to me,
to be the person(s) whose name(s) is/are signed on the preceding or attached record, and
acknowledged to me that he/she/they signed it voluntarily for its stated purpose.
Eftakieth Bgyq/1
r Notraryu li rl n
North Car i
ary P r, ommission exgf
(Seat) aa
My Commission expires: 120 1 U.

Certification of Validity of Amendment
To Declaration of Covenants, Conditions and Restrictions
Of Queens Grant Recreation Assn., Inc.
At the direction of the President of Queens Grant Recreation Assn., Inc.. and pursuant to Article
IX, Section 4, of the Declaration of Covenants, Conditions and Restrictions of Queens Grant
Recreation Assn., Inc. recorded in Book 617 Page 152 of the Pender County Registry, the
undersigned Secretary of Queens Grant Recreation Assn., Inc. certifies that the foregoing
Amendment has been duly proposed and approved by '7L1 ` , — % of the Members of
Queens Grant Recreation Assn., Inc. and it is, therefore, a valid Amendment to the said
Declaration. Said Amendment is authorized, approved and shall be duly recorded in the office of
the Register of Deeds for Pender County, North Carolina.
Queens Grant Recreation Assn., Inc.
By
State of North Carolina
County of
Y,Secr?ctary
I, -Q:,Wi�"> .5 . _Sr�-;,I'- , a Notary Public of /) L(-/?r '4/I-)
County, State of North Carolina do certif that on this 5'X1'- day of /Lr�r'r� , 2014, before
me personally appearedT144 ,,r; fic 0 Secretary of Queens Grant
Recreation Assn., Inc.
t/ personally known to me;
proved to me by satisfactory evidence;
proved to me on the oath or affirmation of
personally known to me,
who is
to be the person(s) whose name(s) is/are signed on the preceding or attaches! rq, RR rya
acknowledged to me that he/she/they signed it voluntarily for its stated 1�ftoI'E,�
Notary Public %��;� � .
(Sea!)
My Commission expires:

BY-LAWS
OF
QUEENS GRANT RECREATION ASSN., INC.
(A NON-PROFIT CORPORATION)
ARTICLE 1.
GENERAL
SECTION 1. THE NAME. The name of the corporation is QUEENS GRANT
RECREATION ASSN., INC., hereinafter referred to as "Association".
SECTION 2. THE PRINCIPAL OFFICE. The principal office of the
Association shall be QUEENS GRANT ILECREATION ASSN., INC., North Anderson
Boulevard, (N.C. Ilighway No. 50) Box GB, Topsail Beach, North Carolina 28445, or at
such other place as may be subsequently designated by the Board of Directors.
ARTICLE R.
DEFINITIONS
SECTION 1. "ASSOCIATION" - shall mean and refer to QUEENS GRANT
RECREATION ASSN., INC., its successors and assigns.
SECTION 2. "PROPERTIES" - shall mean and refer to that certain real
property described In the Declaration of Covenants, Conditions and Restrictions, and .
such additions thereto as may hereafter be brought within the jurisdiction of the
Association.
SECTION 3. "COMMON AREA" - shall mean all property owned by the
Association for the common use and enjoyment of the Owners.
SECTION 4. "LOT" - shall mean and refer to any plot of land shown upon
any recorded subdivision map of the Properties with the exception of the Common Area.
SECTION 5. "OWNER" - shall mean and refer to the record owner, whether
one or more persons or entities, of the fee simple title to any Lot which is a part of the
Properties, Including contract sellers, but excluding those having such interest merely as
security for the performance of an obligation.
SECTION 6. "DECLARANT" - shall mean and refer to ISLAND
D1IVBLOPMENT CORPORATION, its successors nnd'assigns, If such successors or assigns
shouid acquire .more than one undeveloped Lot from the Declarant for the purpose of
development.
SECTION 7d. "DECLARA':ION" - shall mean and refer to the Declaration of
Covenants, Conditions and Restrictions applicable `,o the Properties recorded in the
Office of the Register of Deeds of Pender County, North Carolina.
SECTION il. "MEMBER" - shall mean and refer to those persons entitled to
membership as provided In the Declaration.
SECTION 0. "OTHER DEFINITIONS" - all definitions set forth in the
Declaration shall be applicable herein, unless otherwise defined herein.
ARTICLE III.
MEETINGS OF MEMBERSHIP
SECTION 1. PLACE. All meetings of members shall be held at the office
of the Association or such other place as may be stated in the notice.
SECTION 2. ANNUAL MEETINGS.
(a) The annual meeting of the members shall be held at Topsail Beach, North
Carolina, in each vear

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(b) Regular annual meetings shall be held on the last: Saturday
in April In each year, if not a legal holiday, and if a legal holiday, then on the next
secular day following, unless otherwise determined by the Board.
(c) All annual meetings shall be held at such hour as Is determhsed by the
Board.
(d) Al the annual meeting, the members shall elect the new members of the
Board of Directors and transact such other business as may properly come before the
meeting.
(e) Written notice of the annual meeting shall be served upon or mailed to
each member entitled to vote at such address as appears on the books of the Association
at least ten (10) but not more than fifty (50) days prior to the meeting.
SECTION 3. MEM"ERSTUP LIST: At least ten (10) but no more than fifty
(50) days before every annual meeting , a complete list of members entitled to vote at
such meeting, arranged numerically by classes, with the address of each, shall he
prepared by the Secretary. Such list shall be produced and kept for ten (10) days and
throughout the annual meeting at the office of the Association, and shall be opened to
examination by any member throughout such time.
SECTION 4. SPECIAL MEETINGS:
(a) Special meetings of the members for any purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation may be called at any time by
the President or by the Board of Directors, or upon written request of one-third an) of
the members, regardless of class. Such request shall state the purpose or purposes of the
proposed meeting.
(b) Written notice of special meeting of members, staling the time, place
and purpose thereof, shall be served upon or mailed to each member entitled to vote
thereat, at such address as appears on the books of the Association, at least ten (10) days
before such meeting.
(c) Business transacted at all special meetings shall be confined to the
purposes stated in the notice thereof, unless seventy-five per cent (7506) of the members
present at such meeting, in person, or by proxy, consent to the transaction of busines net
staled in the notice.
SECTION 5. QUORUM: Over fifty per cent (5o%) of the total number of
votes -mtltled to he cast by Closs A and Class 3 members, present in person, or
represented by proxy, shall be requisite to and shag -constitute a quorum at all meetings
of the members for the transaction of business, except as otherwise required by statute,
by the articles of incorporation, the Declaration, or these By -Laws. if, however, such
quorum Shall not .)e present or represented at any such meeting of the members, the
members entitled t❑ vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or representd, any business may be
transacted which might have been transacted at the meeting originally called.
SECTION 6. '/OTE RP91.1111ED TO TRANSACT IIUSINPSS: When a quorum
is present Fit any meeting, a majority of the votes cast, in person or represented by
written proxy filed with the Secretary in advance of the meeting, unless the question is
one upon whic by express provision of law, the Articles of Incorporation, the Declaration,
or these By -haws, a different vote is required, in which case, such express provision shall
govern and control the decision of such question.
SECTION 7. RIGHT TO VOTE: Each owner of a Class A membership in
good standing shall be entitled to one vole. The vote of the Class B membership shall be
as prescribed In the Declaration. At any meeting of the members, every member having
the right to vote shall be entitled to vote in person or by proxy. Such proxy shall be valid
only for such meeting or subsequent adjourned meetings thereof. If more than one (1)
person or entity own a membership nil such owners shall file certificate with the
Secretary naming the person authorized to cast the vote for such membership. If the
certificate is not on file, the vote of a co-owner present shall be accepted as the vote of
nil ro-owners, unless another co-owner objects.

SECTION 8. WAIVE It AND CONSENT: Whenever the vote of members at a
meeting is required or permitted by an provision of law, the Articles of Incorporation,
the Declaration, or these By -Laws to be taken In connection with any action of the
Association, the meeting and vote of members may be dispensed with, if all members
who would leave been entitled to vole upon the action of such meeting, if such meeting
were held, shall consent in writing to such action.
SECTION 9. ORDER OF BUSINESS: The order of business at the annual
meeting of the members . and as far as practical at other meetings of
the members, will be:
members.
(a) Roil call and certifying of proxies;
(b) Proof of notice of meeting or waiver of notice;
(c) Reading of minutes of prior meeting;
(d) Officers' reports;
(e) Committee reports;
(f) Approval of budget;
(g) Elections of Directors;
(h) Unfinished business;
(1) New business;
(j) Adjournment.
Robert's Rules of Order shall be applicable to the conduct of all meetings of
ARTICLE IV.
BOARD OF DIRECTORS
SECTION 1. NUMBER: The affairs of this Association shall be managed by
a Board of Directors. The number of directors which shall constitute the Board of
Directors (the "Board") shall be specified in the Articles of'Incorporation and these By -
Laws. Until succeeded by Directors elected at the first annual meeting of members, the
number constituting the Board shall be three (3). Thereafter, the number of Directors
shall be not less than three (3) or more Chan six (6).
SECTION 2. TERM OF OFFICE.- Each Director shall be elected to serve
for a term of three (3) years, or until his successor shall be elected and shall qualify,
except that the first election at the first annual meeting shall provide for n;}e (1)
Directors for one (1) year, two (2) Directors for two (2) years and two (2) Directors for
three (3) years.
SECTION 3. VACANCY AND REPLACEMENT: If the office of any
Director becomes vacant by reason of death, ,esignation, retirement, disqualif[cation,
removal from office or otherwise, a majority if the-emaining Directors, though less
than a :quorum, at z special meeting of Directors duiy called for this purpose, shall
choose a successor or successors, who shall Mold office for the unexpired `erm in respect
of which such vacancy occurred.
SECTION 4. RrIVIOVAL: Directors may be removed with our without
cause, by a majority vote of the members of the Association. No Director shall serve on
the Board after his membership in the Association shall be terminated for any reason
whatsoever.
SECTION 5. POWERS: The property and business of the Association shall
be managed by the Board; which may exercise ail corporate powers prescribed or not
specifically prohibited by law, the Articles of Incorporation, or the Declaration. The
powers of the floard shall specifically include, but not be limited to, the following:
(a) To make and collect regular and special assessments and establish the
time within which payment of same shall be due.
(b) To adopt and publish Rules and Regulations governing the use of the
Common Areas and facilities, and the personal conduct of the members and their guests
thereon, and to establish penalties for the infraction thereof.
(c) To suspend tile votin;; rights and right to use the rerrentionn] fneitities of
a member during any period In which such member shall be In default in the pnymenl of
any assessment levied by the Association. Such rights mny also be suspended after notice
and hearing, for a period not to exceed sixty (60) days for infraction of published Mules
and Regulations.

(d) To exercise for the Association all powers, duties and authority vested in
or delegated to this Association and not reserved to the membership by other provisions
of these Sy -Laws, the Articles of Incorporation, or the Declaration.
(e) To declare the office of a member of the Board of Directors to be vacant
In the event such member shall be absent from three (3) consecutive regular meetings of
the hoard of Directors.
(f) To purchase the necessary equipment and tools required In the
maintenance, care and preservation of the property of the Association.
(g) To insure and keep insured the properly of the Association in the manner
set forth In the Declaration against loss from fire and/or other casualty, and the
Association against public liability, and to purchase such other Insurance as the Board
may deem advisable.
(h) To collect delinquent assessments by suit or otherwise, abate nuisances
and enjoin or seek damages from members or any person for violation of these By -Laws
of the terms and conditions of the Declaration.
(i) To employ and compensate such persons, firms and corporations as may
be required for the maintenance and preservation of the property.
(j) To acquire, own, hold, pledge, sell, transfer or lease a townhouse unit In
the name of the Association or Its designee.
(k) To contract for manngement of the Association and to delegate to such
other party all powers and duties of the Association except those specifically required by
the Declaration to have specific approval of the Board or the members.
(1) To impose a special assessment (against any owner), not to exceed Fifty
Dollars ($50.00) for each occurrence, for the violation by the owner or his guest of any
Rule or Regulation adopted by the hoard or the breach of any By -Law contained herein,
or the breach of any provision of the Declaration.
SECTION G. LIABILITY: The Directors shall not be liable to the owners for
any mistake of judgment, negligence, or otherwise except for their own Individual willful
misconduct, bad faith, or gross negligence.
SECTION 7. COMPENSATION: Neither Directors nor officers shall receive
compensation for their services as such, however, the Board of Directors may order
reimbursement of any officer or Director for expenses Incurred for and on behalf of the
Association.
SECTION 3. MEETINGS:
(a) The first meeting of each Board newly elected by the members shall be
held Immediately upon adjournment of the meeting at which such election was held,
provided a quorum ohnli then be present, or as soon thereafter as may oe practicable.
The annual meeting of the Board shall be held at the some place as the members'
meeting, and immediately before or after the adjournment of same.
(b) Special meetings shall be held whenever called by the direction of the
President or a majority of the Board. The Secretary shall give notice of each soeciai
meeting either personally, by mail or telegrnm, at least three (3) days before the date of
such meeting, but the Directors may, in writing, waive notice of the calling of the
meeting, before or after such meeting.
(c) A majority of the Board shall be necessary and sufficient at all meetings
to constitute a quorum for the transaction of business, and the act of a majority present
at any meeting at which there is a quorum shall be the net of the Board. If a quorum
shall not be present at the meeting, the Directors then present may adjourn the meeting
without notice, other than announcement at the meeting, until a quorum shall be present.

SECTION 9. ORDER OF BUSINESS. The order of business at all meetings
of the Board shall be as follows:
(a) Roll call;
(b) Proof of notice of meeting or waiver of notice;
(c) Reading of minutes of last meeting;
(d) Consideration of communications;
(e) Elections of necessary Directors and officers;
(f) Reports of officers and employees;
(g) Reports of committees;
(h) Unfinished business;
(i) Original resolutions and new business;
(j) Adjournment.
SECTION 10. ANNUAL STATEMENT. The Hoard shall present, no less often
than at the annual meeting, a full and clear statement of the business and financial
conditions of the Association.
ARTICLE V.
OFFICERS
SECTION 1. EXECUTIVE OFFICERS. The executive officers of the
Association shall be a President, Vice President, Secretary and Treasurer, all of whom
shall be elected annually by and from the Board. No two offices may be held by one
person, except Secretary and Tessurer. if the Board so determines, there may be more
than one Vice President.
SECTION 2. SUBORDINATE OFFICERS. The Board may appoint such other
officers and agents from the membership as It may deem necessary and such officers and
agents shall have such authority and perform such duties as from time to time may be
prescribed by the Board.
SECTION 3. TENURE OF OFFICERS —REMOVAL. All officers shall be
subject to removal, with or without cause, at any time by action of the Board, which may
delegate to an officer the authority to dismiss employees, agents or contractors.
SECTION 4. THE PRESIDENT.
(a) The President shall preside at all meetings of the members and
Directors; he shall have general and active management of the business of the
Association; he shall see that all orders and resolutions of the Board are carried into
effect; lie shall execute bonds, morgages, other instruments and contracts requiring a
seal, under the seal of the Association.
(b) Ile shall exercise general control and direction of all the other officers
of the Association in the performance of their corporate duties.
(e) lie shall submit a report of the operations of the Association for the
fiscai year to the Directors whenever called :or by them, and to the members at the
annual meeting, and from time to time shall report to the Board all matters within his
knowledge of interest to the Association.
(d) Ile shall be an ex-officio member of all committees, and shall have the
general powers and duties of supervision and manngement usually vested in the office of
the President of an Association.
SECTION 5. THE VIC? PRESIDENT. The Vice President shall act in the
place and stead of the President in the event of his absence, inability or refusal to act,
and slinil exercise and discharge such other duties as may be required of him by the
Board.
SECTION G. THE SECRETARY.
(a) The Secretary shall keep the minutes of the members and of the Board's
meetings in one or more books provided for that purpose.
(b) The Secretary shall see that all notices are fully given in accordance
with the provisions of these By -Laws, the Declaration or as required by law.

(c) The Secretary shall be custodian of the corporate records and of the seal
of the Association and shall see that the seal of the Association is affixed to an
documents, the execution of which on behalf of the Association under its seal is duly
authorized in accordance with the provisions of these By -Laws.
(d) The Secretary shall keep n register of the name, telephone number and
post office address of each member.
(e) In general, the Secretary shall perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to the Secretary
by the President or by the Board of Directors.
SECTION 7. THE TREASURER.
(a) The Treasurer shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Association, and shall deposit all monies and
other valuable effects in the name and to the credit of the Association, in such
depositories as may be designated by the Board.
(b) The Treasurer shall disburse the funds of the Association as ordered by
the Board, taking proper vouchers for such disbursements, and shall render to the
President and Directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of the financial condition
of the Association. Such records shall be open to inspection by mbembers at all
reasonable times.
(e) The Trensurer may be required to give the Association at the .
Association's cost, a bond In a sum and with one or more sureties sotsfactory to the
Board, for the faithful performance of the duties of his office, and the restoration to the
Association, in case of his death, resignation or removal from office, of all books, papers,
vouchers, money or other property of whatever kind in his possession belonging to the
Association.
(d) With the approval of the Board, the Treasurer shall be authorized to
delegate all or part of his authorities to competent accounting, collection or
management personnel, pursuant to written definition of the authorities delegated, but in
such event, the Trensurer shall retain full responsibility.
SECTION S. VACANCIES. If the office of any officer becomes vacant by
reason of death, resignation, disqunlification or otherwise, the President shall choose a
successor or successors who shall hold office for the unexpired term.
SECTION 9. RESIGNATIONS. Any officer may resign his office at any
time, such resignation to be made in writing, and to take effect from the time of its
receiot by the Board of Directors, unless some ime be fixed in the resignation, and then
;rom .hat date. The acceptance of a resignation by the Board shall not be required to
make it effective.
ARTICLE VI.
SECTION 1. DEFINITION. Whenever under the provisions of the law, the
Declaration, the Articles of incorporation or these By -Laws, notice is required to be
given to any Director or member, it shall not be construed to mean personal notice; but
such notice may be given to such Director or member in writing by depositing the same
in a post office or letter box in a postpaid, seated envelope addressed as appears on the
books of the Association.
SECTION 2. SERVICE OF NOTICE —WAIVER. Whenever any notice is
required to be given under the provisions of the law, the Declaration, the Articles of
Incorporation or these By -Laws, a waiver thereof in writing signed by the person or
persons entitiled to such notice, whether before or after the time stated therein, shall be
deemed the equivalent thereof.
SECTION 3. ADDRESS. The address of the Association for notice is North
Anderson Boulevard, (N.C. highway No. 50) P. O. Box 69, Topsail Beach, North Carolina,
28445.

ARTICLE VII.
FINANCrS
SECTION 1. FISCAL YFAR. The fiscal year shall he from May 31 to .lone 1.
SEariON 2. CHECKS. All checks or demands for money and notes of the
.Association shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate. `
SECTION J. DETERMINATION OF ASSESSMENTS.
(a) The Board shall determine, from time to time, the amount of money
required for the proper and adequate maintenance and preservation of the property of
the Association and all other costs of operating the business of the Association, including
Insurance premiums, and accounting and legal fees; and the hoard shall thereupon adopt
an annual budget which shall be the basis for all regular assessments against members of
this Association. Until the first annual meeting of members, the Board's budget need not
be approved by the members; however, the budget adopted by the Board as the basis for
all such regular assessments for all calendar years beginning in 1903 must be approved by
the members at the annual meeting of the Association.
(b) The Hoard is specifically empowered on behalf of the Association to
make and collect assessments and to maintain repair, renovate and replace any of the
property of the Association. Assessments shall be payable periodically as determined by
the hoard.
(a) Special assessments as described in the Declaration may be Imposed by
the Board as authorized inand by the Declaration; and such special assessments shall be
levied and paid by the members in the some manner as provided herein for regular annual
assessments, subject to the provisions of the Declaration.
(d) when the Board has determined the amount of any assessment, the
Secretary of the Association shall mail or present a statement of the assessment to each
of the members. All assessments shall be payable to the Association, and upon request,
the Treasurer or his designated agent, shall give a receipt for each payment made.
(e) All assessments not paid when due shall bear interest at the highest
lawful rate of interest.
ARTICLE 'fill.
SEAL
The seal of .he Association shall have Inscribed thereon the name of the
Associaton, the ;year of As organization, and the words "Non -Profit". Such seal may be
used by causing it or i facsimile thereof Lo �e impressed, affixed, reproduced or
otherwise.
ARTICLE IX.
DEPA UIX
SECTION 1. ENFORCRMrNT OF bIEN FOR ASSrMMENTS: In the event a
member does not pay any sums, charges or assessments required Lo be paid to the
Association by the due date, the Association, acting though its Board, may enforce its
lien for assessments, or take such other action to recover the sums, charges or
assessments to which it is entitled, Jn accordance with the Declaration and the law.
SECTION 2. GOVERNMENTAL LIENS AND ASSESSMENTS: In the event
thnt an owner fails to pay any tax or assessment lawfully assessed by any governmental
subdivision within which ti►e property Is situated, by the date such tax or assessment is
due, the Board may pay the same from the funds of the Association and assess such
owner for the amount paid, plus Interest thereon.
SECTION 3. LEGAL COSTS: in the event such legal fiction is brought
against a member and results in a judgment for the Association, the member shall pay
the Association's reasonable attorney's fees, costs of collection and court costs.

SECTION 4. FORECLOSURE: if the Associnlion becomes the owner of a
townhouse unit as a purchaser by reason of foreclosure, it shell offer such unit for sale
and at such time as a sale is consummated, It shall deduct from the proceeds of such saie
all sums of money due it for assessments and charges, plus interest, nil costs incurred in
tho bringing of the foreclosure suit, Including rensonnble attorney's Pecs, and any and nil
expenses incurred In lice resole of the unit, includhig tine expenso or advertis[ng. All
monies remaining after deducting the foregoing items of expenses shall be paid to the
former owner of said unit.
SECTION 5. OTHER R13MFDIM: In the event a violation of the provisions
or the Declaration or these Dy-Laws continues for thirty (30) dnys after notice from the
Association to the milt owner to correct snid violation, the Association on Its own behalf,
or by and through Its Board of Directors, may being appropriate action to enjoin such
violation or may enforce the provisions of the Declaration or these By -Laws, or may sue
for damages, or take such other courses of action, or other legal remedy as it or they
may deem appropriate.
SECTION U. INTENT. Each member, for himself, his heirs, successors and
assigns, agrees to the foregoi ing provisions relating to default and abatement of nuisance,
regardless of the harshness of the remedy available to Elie Association and regardless of
the availability of any other equally adegnate legnt remedies. It is the Intent of all
members to give the Association a method and procedure which will enable it at nil times
to operate on a business like basis, to collect those monies due and owing it from (lie
members, and to preserve each member's right to enjoy ills membership, free from
reasonable restraint and nuisance.
ARTICLE X.
RULIaS AND REGULATIONS
In addition to the other provisions of these By -Laws, the Rules and Regulations
adopted by line Board together with nny subsequent changes, shalt govern (fie use of the
facilities and property of the Association and the conduct of nil members, their
assignees, lessees, and guests. Any further modifications In tiie Rules and Regulations
may be made by the Board in accordance with Article IV, Section 5 of the By -Laws.
ARTICLE XT. 'i
JOINT OR COMMON OWNERSHIP
Membership may be held In the name of more than one owner. In llte event
ownership is In more than one person, all of the joint or common owners shall be entitled
collectively to only one vote in the management of the affairs of the Association, and
the vote may not be divided between joint or common owners. The manner of
determining who shall ast such vote shall be as set forth In Article I11, Section 7.
ARTICLE ill.
INDEMNIFICATION
The Association may indemnify any person made n part to nn action by renson
of his being or having been a Director or officer of the Association, against Lite
reasonable expenses including attorney's fees actually and necessarily incurred by him in
connection with le defense or settlement of such action, or in connection with an appeal
therin, except in relation to such matters as to which such Director or officer is adjudged
to have been guilty of gross negligence or misconduct in the performance of his duty to
the Association.
ARTICLE XIIi.
AMENDMENT
These By -Laws may be amended at any time by the affirmative vote of two-
thirds (2/3) of the members at a meeting duly called for that purpose at which a quoruin
of more than fifty per cent (50%) is present in person or by proxy; provided that the
notice of such meeting shall contain a copy of the proposed amendment verbatim which
has been approved by a majority of Elie Directors.

ARTICLE XAF.
CONSTRUCTION
Whenever the masculine singular form of the pronoun Is used in these BY -Laws,
it shall be construed to mean the masculine, feminine or neater, singular or plural,
whenever the context so requires.
Should any of the covenants herein imposed be void or be or become
unenforceable at law or In equity, the remaining provisions of this instrument shall
nevertheless be and remain In full force and effect.
The foregoing were adopted as the By -Laws of QUEENS GRANT
RECREATION ASSN., INC., at the meeting of Its Board of Directors held on
the 3'74 of a'tr.) T , 1983.
Certified to be correct, this the S day of 1983.
wl�ctvti
Secretarl of Meeting of oard of Directors of
Queens Grant Recreation Assn., Inc.

�J
TICLES OF INCORPORATION
OF
QUEENS GRANT RECREATION ASSN., INC.
A NON-PROFIT CORPORATION
In compliance with the requirements of Chapter 55A of the General Statutes
of Nor':h Carolina, the undersigned, who is a resident of New Hanover County, North
Carolina, and who is of full age does hereby make and acknowledge these Articles of
Incorperation for the purpose of forming a corporation not for profit and does hereby
certify;
ARTICLE L
The name of the Corporation is, Queens Grant Recreation Assn., Inc.
hereinafter called the Corporation or the Association.
ARTICLE H.
The period of duration of the Corporation shall be perpetual.
ARTICLE M.
The principal and initial registered office of the Corporation is located at: 926
North Anderson Boulevard (Post Office Box 3069), Topsail Beach, Pender County, North
Carolir a 28445; and the name of the initial registered agent of the Corporation at such
address is John A. Olson.
ARTICLE W.
This Corporation does not contemplate pecuniary gain or profit to the
membcrs thereof, and the specific purposes for which it is formed are to provide for the
maintenance, management, preservation and architectural control of the clubhouse and
recreational facilities serving that certain project known as Queens Grant Townhouses
and Qt eens Grant Condominiums as shown and described on the plat recorded or to be
recorded in the Office of the Register of Deeds of Pender 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 residents of townhouses and
condominiums and any additions thereto as may hereafter be brought within the
jurisdiction of this Corporation, and for these purposes:
(A) To exercise all of the powers and privileges and to perform
all of the duties and obligations of the Corporation set
forth in that certain Declaration of Covenants, Conditions
and Restrictions, hereinafter called the "Declaration",
applicable to all of the property herein described which is
recorded or will be recorded in Book 6 17 at Page 152 in the
Office of the Register of Deeds of Pender County, North
Carolina, and as the same may be amended from time to
time as therein provided, said Declaration being
incorporated herein as if set forth at length;
(B) To fix, levy, collect and enforce payment by any lawful
means, all charges or assessments pursuant to the terms of
the Declaration; to pay all expenses in connection
therewith and all office and other expenses incident to the
conduct of the business of the Corporation, including all
licenses, taxes or governmental charges levied or imposed
against the property of the Corporation;
(C) To 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 Corporation;

(D) To borrow money, mortgage, pledge, deed in trust, or
hypothecate any or all of its real or personal property as
security for money borrowed or debts incurred;
(E) To dedicate, sell or transfer all or any part of the Common
Area to any public agency, authority or utility for such
purposes and subject to such conditions as may be agreed to
by the members;
(F) To participate in mergers and consolidations with other
non-profit corporations organized for the same purposes;
(G) To annex additional properties as provided in the
Declaration; and
(H) To have and to exercise any and all powers, rights and
privileges with a corporation organized under the Non -
Profit Corporation Law of the State of North Carolina by
law may now or hereafter have or exercise.
ARTICLE V.
Membership. Every person or entity who is a record owner of a fee or
undiviUed fee interest in any lot which is subject by the Declaration to assessment by the
Corporation, including contract sellers, shall be a member of the Corporation. The
forego.ng is not intended to include persons or entities who hold an interest merely as
securityy for the performance of an obligation. Membership shall be appurtenant to and
may nE't be separated from ownership of any lot which is subject by the Declaration to
assessment by the Corporation.
ARTICLE VL
Voting Rights. The Corporation shall have two (2) classes of voting
membership:
CLASS A: Class A members shall be all Owners with the
exception of the Declarant and shall be entitled to
one vote for each lot owned. When more than one
person holds an interest in any lot, all such
persons shall be members. The vote for such lot
shall be exercised as they among themselves
determine, but in no event shall more than one
vote be cast with respect to any lot.
CLASS B: Class B member(s) shall be the Declarant (as
defined in the Declaration), who shall be entitled
to three (3) votes for each lot owned. The Class B
membership shall cease and be converted to Class
A membership on the happening of either of the
following events, whichever occurs earlier.
(a) when the total votes outstanding in the
Class A membership equal the total votes
outstanding in the Class B membership; or
(b) on January 1, 1988.
Board of Directors. The affairs of this Corporation shall be managed by a
Board of Directors, consisting of not less than three (3) nor more than seven (7)
Directors, each of whom shall be a member of the Corporation. The Directors shall be
elected by the members as provided in the By -Laws of the Corporation. Until the first
annual meeting of the members, or until their successors are otherwise selected and
qualified, there shall be five (5) Directors whose names and addresses are as follows:
Henry V. Lineberger, Jr.
200 Annandle Drive
Cary, Wake County, North Carolina 27511

Raymond W. Rivenbark
4701 Metcalf Drive
Raleigh, Wake County, North Carolina 27932
Brooks C. Holder, Jr.
Post Office Box 7109 Arrowood Station
Charlotte, Mecklenburg County, North Carolina 28210
I. J. Quinn
The Quinn Company
Post Office Box 565
Warsaw, Duplin County, North Carolina 28328
J. A. Richardson
Post Office Box 7109 Arrowood Station
Charlotte, Mecklenburg County, North Carolina 28210
ARTICLE VHI_
Dissolution. The Corporation may be dissolved with the assent given in
writing and signed by not less than two-thirds (2/3) of each class of members. Upon
dissolution of the Corporation, other than incident to a merger or consolidation, the
assets of the Corporation shall be dedicated to an appropriate public agency to be used
for purposes similar to those for which this Corporation was created. In the event that
such cedication is refused acceptance, such assets shall be granted, conveyed and
assigned to any nonprofit corporation, association, trust or other organization to be
devote 3 to such similar purposes.
is:
ARTICLE IX.
Incorporator. The name and address of the incorporator of this Corporation
David C. Barefoot
110 North Fifth Avenue
Post Office Box 89
New Hanover County
Wilmington, North Carolina 28402
IN WITNESS WHEREOF, for the purpose of forming this Corporation under the
laws or the State of North Carolina, 1, the undersigned, being the incorporator of this
Corporation, have executed these Articles of Incorporation this the 6th day of March,
1986.
�Ow- (SEAL)
STATE OF NORTH CAROLINA
COUNTY OF NEW HANOVER .- " 1
This is to certify that on the 6th day of March, 1986, before me, a Notary
Public, personally appeared DAVID C. BAREFOOT, who I am satisified is the person
named in and who executed the foregoing Articles of Incorporation, and I have first made
known to him that he signed and delivered the same as his voluntary act and deed for the
uses and purposes therein expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notari84 seal, this 6th day of March, 1986.
My Commission Expires:
February 4, 1990
.a
400tary Public