B. Providing generally for the ownership, management, and maintenance of the landscape servitude located in the subdivision;

C. Exercising certain rights and powers and performing certain obligations relating to the individual lots together with improvements theron, including the homes, and as enumerated in the Declaration, and any subsequent declarations;

D. Participating in mergers and consolidations with other non-profit associations organized for the same purpose or annexing additional residential property and landscape servitude; and

E. Except as limited in these Articles, perform any and all acts that a non-profit corporation is empowered to do under Louisiana law, which may be necessary, convenient, or desirable in the administration of its affairs.

The corporation shall not mortgage, pledge or hypothecate any or all of its movable or immovable property as security for money borrowed or debts incurred except with the consent of two-thirds (⅔) of its members.

Article V. Officers

The officers of the corporation shall consist of a President who shall be a member of the Board of Directors, a Secretary and a Treasurer and such other officers as the directors may elect or appoint. Any two or more offices may be held by the same person, except the office of President and Secretary. The President, the Secretary, and the Treasurer are to be elected annually by the Board of Directors and shall serve one year or until their successors are duly elected and installed.

Article VI. Membership

The record owners (whether an individual or other legal entity) of a lot in Myrtle Hill Subdivision, which is subject to the Declaration of any subsequent declarations for accepted future filings, shall be a member of the corporation. Ownership shall be established by the recordation in the public records of East Baton Rouge Parish, State of Louisiana, of an instrument conveying ownership of a lot and improvements theron and the receipt by the corporation of a certified copy thereof. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to the Declaration or any subsequent declarations. When more than one person owns an interest in a lot or when a corporate, partnership or other legal entity owns a lot, no more than two adults may be designated as authorized to enjoy the full benefits of membership (although each owner shall be a member whether designated as authorized to enjoy full benefits of membership or not).

Article VII. Voting Rights

One vote in all matters considered by the corporation shall be allocated to each lot. When more than one person is the owner of a lot, all such persons shall be members of the corporation, and 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 one lot. An owner, including the incorporator, owning more than one lot shall be entitled to one vote for each lot owned. In the event of resubdivision of one or more lots, the vote for each original lot as shown on the original recorded final plat of the appropriate current or accepted future filing shall be attributed to the owner of the resubdivided lot containing the most square footage of the original lot. In no event shall the number of votes entitled to be cast exceed the number of lots shown on the original recorded final plat of the subdivision.

Article VIII. Membership Meetings

Annual meetings of the members of the corporation shall be held for the purpose of electing a Board of Directors for the corporation. Other matters which may be considered at such annual meetings and the time and place of such annual meeting shall be determined in accordance with the By-Laws. Special meetings of the members of the corporation may be called in accordance with the By-Laws.

Article IX. Powers and Management

The powers and management of the corporation shall be vested in, and exercised by, a Board of Directors with a minimum of three (3) members or a maximum of seven (7) members. The number of directors shall be set forth in the By-Laws subject to the above limitations.

The time and place for regular or special meetings of the Board of Directors shall be determined in accordance with the By-Laws.

Any vacancy occurring among the directors of this corporation by death, resignation or otherwise, shall be filled by election for the unexpired term, at the next regular or special meeting of the Board of Directors.

Failure to elect directors annually shall not dissolve this corporation nor impair its corporate existence or management, but the directors then in office shall remain in office until their successors shall have been duly elected and installed.

A majority of the directors shall constitute a quorum, and a quorum shall be necessary to consider any question that may come before any meeting of the Board of Directors. If a quorum is not present at a duly assembled meeting, a majority of those present may adjourn the meeting from time to time, but may not transact any other business until a quorum is secured. A quorum being present, the affirmative vote of a majority of the directors present shall be necessary to decide any questions.

The Board of Directors shall have the power to make, alter, and annul such By-Laws, rule or regulations for the government of the affairs of this corporation as it may deem proper.

Article X. Registered Agents

The name and address of the corporation's registered agent is as follows:

KAREN C. McADAMS
4890 Myrtle Hill Avenue
Zachary, LA 70791

Article XI. Stock Classification

This corporation is to be organized on a non-stock basis. The subscribers to these Articles of Incorporation ("the incorporators") are simply acting to incorporate. All present owners of lots in Myrtle Hill Subdivision are members, and lot owners become members at the time of lot purchase as stated previously. The fiscal year of this corporation shall be from the 1st day of January in each year until the 31st day of December in the same year; and each member shall pay annual dues (in addition to assessments on lots provided for in declarations affecting such lots), if any, as decided by a vote of the membership for each fiscal year, or fraction thereof, for which they are a member of this corporation. Each member of this corporation, upon payment of dues as set forth above, shall be entitled to a Certificate of Membership, signed by the President and Secretary, for the fiscal year for which such dues are paid. If no dues have been authorized by the membership, then the only requirement for membership is the ownership of a lot which is subject to the Declaration or any subsequent declaration for accepted future filings and receipt by the corporation of a certified copy of the act conveying ownership. After a lapse of thirty (30) days after receipt of the required certified copy, payment of any dues, assessments, penalties, fines, or other levies against the purchased lot and a written membership certificate request, a certificate of membership shall be made and forwarded to the member. Failure of the member to receive said certificate shall in no way bar the member's active participation in the business of the corporation and it is specifically authorized that the member may vote and take part in the corporation activities thirty (30) days after receipt of the required certified copy evidencing ownership and payment of any dues, assessments, penalties, or other levies against the purchased lot.

Article XII. Incorporation

The name and post office address of the subscribers to these Articles of Incorporation is as follows:

KAREN C. McADAMS
4890 Myrtle Hill Avenue
Zachary, LA 70791

ANTHONY S. HAND
5103 Creek Valley Drive
Zachary, LA 70791

ROGER H. CORLEY
4930 Myrtle Hill Avenue
Zachary, LA 70791

Article XIII. Board of Directors

The names and addresses of the first Board of Directors are as follows:

KAREN C. McADAMS
PRESIDENT
4890 Myrtle Hill Avenue
Zachary, LA 70791

ANTHONY S. HAND
SECRETARY
5103 Creek Valley Drive
Zachary, LA 70791

ROGER H. CORLEY
TREASURER
4930 Myrtle Hill Avenue
Zachary, LA 70791

This Board shall serve until the first annual meeting of the membership of the corporation or until their successors are elected and qualified.

Article XIV. Notices to Holders of Mortgages

The corporation shall give to each institutional holder of a first mortgage on a lot which has made a request therefor, identified by lot and filing number, a thirty-day written notice of intent to (a) abandon or terminate the performance of its duties and obligations under the Declaration or any subsequent declaration which affect the lot for which notice has been requested; (b) materially amend these Articles of Incorporation or the By-Laws of the corporation; or (c) to change from professional management to self-management of any property managed by the corporation or vice versa.

Article XV. Indemnification

Each director and each officer of the corporation and each member of the Myrtle Hill Subdivision Council shall be indemnified by the corporation against all liabilities and expenses, including counsel fees reasonably incurred or imposed on him/her in connection with any proceeding to which they may be a party or in which they may become involved by reason of their being or having been an officer or director of the corporation or a member of the Council at the time such expenses are incurred, unless the officer or director or member of the Council is adjudged guilty of willful malfeasance or misfeasance in the performance of their duties. In case of a settlement, the indemnification provided for herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the corporation's and the Council's best interest. The above described right of indemnification shall not be exclusive of all other rights to which such officer or director or member of the Council may be entitled but shall be in addition to such other rights.

Article XVI. Dissolution

The corporation may be dissolved with the consent given in writing and signed by not less than two-thirds (⅔) of the members. Upon dissolution of the corporation, other than as 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 dedication is refused, such assets shall be granted, conveyed, and assigned to any non-profit corporation, trust, or other organization to be devoted to such similar purposes.

Article XVII. Amendments to Articles of Incorporation

These Articles may be amended at a general membership meeting held pursuant to a special ten-day notice of the amendments to be proposed. Either the Board of Directors or the members of the corporation may originate a prosed amendment. The requirement of a general membership meeting to change these Articles may be waived in writing by two-thirds (⅔) of the members of this corporation.

An amendment shall not be effective until it has received the approval of not less than two-thirds (⅔) of the membership of the Board of Directors and two-thirds (⅔) of the membership of the corporation. No amendment, modification, supplement or deletion shall be effective if it violates any of the provisions of the Declarations.

Article XVIII. Limits of Liability

No member of this corporation shall ever be held liable or responsible for contracts, debs, or defaults of this corporation in any further sum than the unpaid dues, if any, owed by the member to the corporation, (excepting assessments, charges, and fines provided for in the Declaration) nor shall any informality in organization have the effect of rendering these Articles of Incorporation null and void or of exposing the members to any liability other than above provided.

THUS DONE AND PASSED in my office in Zachary, Louisiana, on the day, month and year first above written, in the presence of the undersigned competent witnesses and me, Notary, after a ready of the whole.