ARTICLES OF INCORPORATION OF BRIDLE HILLS ESTATE HOMEOWNERS ASSOCIATION

In compliance with the requirements of the Michigan Nonprofit Corporation Statutes, Act No. 327 of the Public Acts of 1931 as amended, and Act No. 284 of the Public Acts of 1972, as amended, the undersigned, all of whom are residents of the State of Michigan and all of whom are of full age, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit and do hereby certify:

ARTICLE I

The name of the corporation is BRIDLE HILLS ESTATE HOMEOWNERS ASSOCIATION (hereafter called the "Association").

ARTICLE II

The principal office and initial registered office of the Association is located at Suite 209 - 26211 Central Park Blvd., Southfield, Michigan 48076.

ARTICLE III

Frank J. Winton whose address is Suite 209 - 26211 Central Park Blvd., Southfield, Michigan 48076. is hereby appointed the initial registered agent of this Association.

ARTICLE IV

PURPOSE AND POWERS OF THE ASSOCIATION

This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance and preservation of the Common Areas and architectural control of the residence Lots and Common Areas within that certain tract of property described as:

Lots #1 through 60, inclusive; BRIDLE HILLS ESTATE SUBDIVISION, being a parcel of land in the N.E. ¼ of Section 25. T. 1 N., R. 9 E., City of Farmington Hills, Oakland County, Michigan; and the Common Areas therein, designated as: Bridle Park East and Bridle Park West.

and to promote the health, safety and welfare of the residents within the above described property and any additions there to as may hereafter be brought within the jurisdiction of this Association for this purpose to:

(a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration, " applicable to the property and recorded or to be recorded in the Office of the Register of Deeds for the County of Oakland, State of Michigan, and as the same may be amended from time to time as therein provided.

(b) 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 Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;

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

(d) Borrow money, and with the asset of two-thirds (2/3) of each class of members 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) 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. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer;

(f) Participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each such class or members; and

(g) Have and to exercise any and all powers, rights and privileges that a corporation organized under the Nonprofit Corporation Law of the State of Michigan 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 undivided fee interest in any Lot which is subject by covenants or record to assessment by the Association, including contract sellers, shall be a member of the Association. 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 assessment by the Association.

ARTICLE VI

BOARD OF DIRECTORS AND INCORPORATORS

For the purpose of forming this corporation under the laws of the State of Michigan the undersigned are the incorporators and the initial board of directors. The affairs of this Association shall be managed by the board of directors, consisting of five (5) to nine (9) persons, who need not be members of the Association. The number of directors may be changed by Amendment of the By-Laws of the Association and the Articles of Incorporation. The names and addresses of the incorporators and the initial board of directors, until the selection of their successors, are:

At the first annual meeting the members shall elect three (3) directors for a term of one year, three (3) directors for a term of two (2) years and three (3) directors for a term of three (3) years; and at each annual meeting thereafter the members shall elect three (3) directors for a term of three years.

ARTICLE VII

DISSOLUTION

The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.

ARTICLE VIII

DURATION

The corporation shall exist perpetually.

ARTICLE IX

AMENDMENTS

Amendment of these Articles shall require the assent of seventy-five percent (75%) of the entire membership.

ARTICLE X

Said corporation is organized upon a non-stock basis and the amount of assets which the said corporation possesses is in the form of real property, with a $1,000.00 valuation, and said corporation is to be financed by annual dues from the members in an amount required to perform the function and purpose of the Association.

ARTICLE XI

BY-LAWS

The By-Laws of this Association may be altered, amended or new By-Laws adopted, at any regular or special meeting of the members, by a vote of seventy-five percent (75%) of a quorum of members present in person or by proxy.

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Michigan, we, the undersigned, constituting the incorporators of this Association, have executed these Articles or Incorporation this 25th day of April, 1979.

STATE OF MICHIGAN )

) SS

COUNTY OF OAKLAND)

On this 25th day of April, 1979, before me, the subscriber, a Notary Public in and for said County, personally appeared FRANK J. WINTON, GLENNA H. HAWLEY, FLORA JANE WINTON, JAMIESON R. HAWLEY and LANI WINE, known to me to be the persons who executed the foregoing instrument and who declared that they are the incorporators of BRIDLE HILLS ESTATE HOMEOWNERS ASSOCIATION and who further stated that they executed the Articles as their free acts and deeds.

My Commission expires: October 8, 1980