Articles of Incorporation

Control No. H006829



Secretary of State

Corporations Division
313 West Tower
2 Martin Luther King, Jr. Drive
Atlanta, Georgia 30334-1530




I, Brian P. Kemp, the Secretary of State and the Corporations Commissioner of the State of Georgia, hereby certify under the seal of my office that


a Domestic Non-Profit Corporation

has filed articles/certificate of amendment in the Office of the Secretary of State on 04/12/2012 and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles/certificate of amendment.

WITNESS my hand and official seal in the City of Atlanta

and the State of Georgia on April 12, 2012


Control No: H006829
Date Filed: 04/12/2012 10:31 AM
Brian P. Kemp
Secretary of State


The Articles of Incorporation of PARKWOOD GARDEN CLUB, INC. are hereby amended and restated in their entirety as follows:

Article 1

The name of the corporation is PARKWOOD GARDEN CLUB, INC. (the “Corporation”).

Article 2

The Corporation is organized pursuant to the Georgia Nonprofit Corporation Code.

Article 3

The Corporation shall have members. The number, qualifications for and other matters relating to its members shall be as set for the in the By-laws of the Corporation.

Article 4

The affairs of the Corporation shall be managed by a Board of Directors. The number of Directors of the Corporation and the method of election shall be set out in the By-laws of the Corporation.

Article 5

No director shall have any personal liability to the Corporation or its members for monetary damages for breach of duty of care or other duty as a director, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his or her duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Sections 14-3-860 through 14-3-864 of the Georgia Nonprofit Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.

Article 6

These Amended and Restated Articles of Incorporation were duly approved and adopted by the members of the Corporation as of March 19, 2012 in accordance with the provisions of Section 14-3-1003 of the Georgia Nonprofit Corporation Code.

IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation as of this 9th day of April, 2012.

ANNA W. QUILLEN, Secretary


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