I, the undersigned, being the age of eighteen years or more and acting as incorporator for the Purpose of forming a non-profit corporation pursuant to the laws of the State of North Carolina, as contained in Chapter 55A of the General Statutes of North Carolina entitled "Non-Profit Corporation Act", and the several Amendments thereto, hereby set forth:

ARTICLE I - NAME

The name of this Corporation is the CINNAMON WOODS OWNERS ASSOCIATION, INC.

ARTICLE II - PURPOSE

The purpose of the Association is to carry out projects and other activities designed to enhance the safety beauty and pleasures of living in Cinnamon Woods, Henderson County, North Carolina. This includes, but is not limited to: maintaining and improving the roads and entranceway, snow removal from the roads, and encouraging property owners to maintain and care for their respective properties.

To do, perform, and supervise any and all things in furtherance of the general purposes set forth above and not inconsistent with the corporation laws of the State of North Carolina.

ARTICLE III - STATUS

This Corporation is non-profit making and non-political.

ARTICLE IV - PRINCIPAL OFFICE

The principal office of the Corporation shall be located at 12 Tisha Lane, Henderson County, Hendersonville, North Carolina 28793. (The mailing address is Post Office Box 712, Hendersonville, North Carolina 28793.)

ARTICLE V - INITIAL REGISTERED AGENT

The address of the initial registered office of the Corporation in the State of North Carolina is:

l2 Tisha Lane
(Henderson County)
Hendersonville, NC
(mailing address is:
Post Office Box 712
Hendersonville, NC 28793)

and the name of its initial registered agent at such address is:

MAX S. AMBACH

ARTICLE VI - MEMBERSHIP

The Corporation shall have one class of membership. The owners of the lots in Cinnamon Woods shall automatically be members of the Association.

A member shall continue to be a member as long as he/she remains the owner of a lot in Cinnamon Woods. The execution of a Deed of Trust on such lot shall not divest the owner of membership. Execution of a Deed conveying a lot in this Subdivision, or divesting the owner's title, whether by foreclosure of the Deed Trust or mortgage, foreclosure for taxes, execution sale, or otherwise, shall constitute the consent and conveyance of membership in the Association by the owner, without further compensation by this Corporation for any interest in the assets of the Association.

Each member of the Association in good standing shall be entitled to one (1) vote for each lot owned in Cinnamon Woods (when more than one owner owns a particular lot, only one vote per lot is allowed) unless specified otherwise in the Restrictive Covenants or the By-laws.

The members of the Association, in meeting assembled, shall elect the members of the Board of Directors; shall give general lines of direction to the Board by receiving and acting on reports received from the Board; and shall have the sole power to amend the Articles of Incorporation and By-laws.

ARTICLE VII - DIRECTORS

The number of Directors constituting the initial Board of Directors shall be two (2); and the names and addresses of the persons who are to serve as Directors until the first meeting of members, or until their successors be elected and qualify are:

MAX S. AMBACH          KATE SPOONER
12 Tisha Lane 204 Blue Ridge Vista
(Henderson County) (Buncombe County)
Hendersonville, NC 28793 Asheville, NC 28805
(Mailing address is:
Post Office Box 712
Hendersonville, NC 28793)

ARTICLE VIII - DIRECTOR LIABILITY

No Director of the Corporation shall have personal liability arising out of an action whether by or in the right of the Corporation or otherwise for monetary damages for breach of his or her duty as a Director; provided, however that the foregoing shall not limit or eliminate the personal liability of a Director with respect to (i) acts or omissions not made in good faith that such Director at the time of such breach knew or believed were in conflict with the best interests of the Corporation, (ii) any liability under Section 55A-2-02(b) (4) of the North Carolina General Statutes or any successor provision, (iii) any transaction from which such Director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date of the effectiveness of this Article. As used in this Article, the term "improper personal benefit" does not include a Director’s compensation or other incidental benefit for or on account of his or her service as a Director, Trust Officer, Employee, Independent Contractor, Attorney, or Consultant of the Corporation.

Furthermore, notwithstanding the forgoing provision, in the event that Section 55A-8-60 or any other provision of the North Carolina General Statutes is amended or enacted to permit further limitation or elimination of the personal liability of a Director, the personal liability of the Corporation’s Directors shall be limited or eliminated to the fullest extent permitted by the applicable law.

This Article shall not affect a Charter or By-Law provision or Contract or Resolution of the Corporation indemnifying or agreeing to indemnify a Director against personal liability. Any repeal or modification of this Article shall not adversely affect any limitation hereunder on the personal liability of a Director with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE IX - MEETINGS

There shall be at least one meeting of the Corporation each year.

ARTICLE X - TERM AND DISSOLUTION

The Corporation shall have perpetual existence.

ARTICLE XI - INCORPORATOR

The name and address of the incorporator is:

MAX S. AMBACH
12 Tisha Lane
(Henderson County)
Hendersonville, NC 28739

IN WITNESS WHEREOF, I have hereunto set my hand the 23rd day of August, 1995.

MAX S. AMBACH, (seal)
Incorporator