ARTICLES OF INCORPORATION OF PICKETT'S CROSSING HOMEOWNERS' ASSOCIATION, INC.

The undersigned, being of the age of eighteen years or more, does hereby make and acknowledge these Articles of Incorporation for the purpose of forming a non-profit corporation under and by virtue of Chapter SSA of the General Statutes of North Carolina and the laws of the State of North Carolina.

ARTICLE I NAME

The name of the corporation is Pickett's Crossing Homeowners' Association, INC.

ARTICLE II DURATION

The period of duration of the corporation is perpetual.

ARTICLE III PURPOSES AND POWERS

The purposes and powers for which the corporation is organized are as follows:

(1) To operate and manage a planned unit subdivision development known as Pickett's Crossing Subdivision, located in the County of Durham County, North Carolina.

(2) To undertake the performance of, and carry out the acts and duties incident to the administration of the operation and management of, Pickett's Crossing Homeowners' Association, Inc. ( the "Association") in accordance with the terms, provisions, conditions and authorization contained in both these Articles and in the Declaration of Restrictions and Covenants for Pickett's Crossing Subdivision (the "Declaration") which shall be recorded in the Public Records of Durham County, North Carolina, at such time as the real property and the improvements thereon are submitted to said Declaration;

(3) To make, establish and enforce reasonable rules and regulations governing the use of subdivision development, common elements, land, and other real and personal property which may be owned by the Association itself;

(4) To make, levy and collect assessments against lot owners; to provide the funds to pay for common expenses of the Association as provided in the Declaration and to use and expend the proceedsof assessments in the exercise of the powers and duties of the Association; to use said assessments to promote the recreation, and facilities devoted to this purpose and related to the use and enjoyment of the common areas, including but not limited to, the costs of repair, replacement and additions thereto, the cost of labor, equipment, materials, management, supervision thereof, the maintenance of insurance in accordance with the Bylaws, including the employment of attorneys to represent the Association when necessary for such other needs as may arise;

(5) To maintain, repair, replace and operate the properties for which the Association is responsible;

(6) To enforce by any legal means, the provisions of the Declaration, the Bylaws of the Association, and the rules and regulations for the use of the Association property;

(7) To contract for the management of the recreational property and to delegate to such manager or managers all powers and duties of the Association except those powers and duties which are specifically required to have approval of the Board of Directors or the membership of the Association;

(8) To have all of the common law and statutory powers of a non-profit corporation and also those powers as set out in the Declaration and all powers reasonably necessary to implement the purposes of the Association.

ARTICLE IV MEMBERSHIP

A. The membership of the Association shall consist of the owners of lots in Pickett's Crossing, including the Developer, as that term is defined in the Declaration, and the owners of any other lands which may be added thereto by the Developer. Membership shall be established by acquisition of fee title to a lot in the Subdivision whether by conveyance, devise, descent, or judicial decree. A new owner designated in such deed or other instrument shall thereupon become a member of the Association, and the membership of the prior owner as a lot designated shall be terminated. Each new owner shall deliver to the Association a true copy of such deed or instrument of acquisition of title.

B. Neither one's membership in the Association nor a member's share in the funds and assets of the Association may be assigned, hypothecated or transferred in any manner except as an appurtenance to a lot in the Subdivision.

C. Members shall be all owners, including the Developer of unimproved or improved lots within the Subdivision and shall be entitled to vote as provided in the Bylaws and in the Declaration.

D. Developer shall have such other voting and other rights, if any, as may be set out in the Declaration.

ARTICLE V DIRECTORS

A. The number of Directors and the method of election of the Directors shall be fixed by the Bylaws; however, the number of Directors shall not be less than three. Directors need not be members of the Association.

B. The first election by the members of the Association for Directors shall not be held until after the Developer has relinquished control of the Association as set out in the Declaration. Thereafter, the election of Directors shall take place at the annual meeting of the membership as provided in the Bylaws. After the Developer has relinquished control, there shall be a special meeting of the membership for the purpose of electing a Board of Directors to serve until the next annual meeting and until new Directors are elected and qualified.

ARTICLE VI INITIAL BOARD OF DIRECTORS

The number of Directors constituting the initial Board of Directors shall be three and the names and addresses of the persons who are to serve as the first Board of Directors until the first election, as provided above, are as follows:

NAME ADDRESS l.Richard H. Wright, III1408 Christian Ave. #5 Durham, NC 27705 2.Cecil E. Cooke, Jr.1408 Christian Ave. #5 Durham, NC 27705 3.Kathy K. Harding1408 Christian Ave. #5 Durham, NC 27705

ARTICLE VII TAX STATUS

The Association shall have all the powers granted non-profit corporations under the laws of the State of North Carolina. Notwithstanding any other provision of these Articles, this Corporation hereby elects tax-exempt status under Section 528 of the Internal Revenue Code of 1986, as amended.

This Association shall not carry on any activities prohibited by a corporation electing tax-exempt status under Section 528, or any corresponding sections or provisions of any future United States Internal Revenue law. It is further provided that no distributions of income of the Association are to be made to members, directors or officers of the corporation; provided, however, that members of the Association may receive a rebate of any excess dues and assessments previously paid. No part of the net earnings of the Association shall inure to the benefit of its members, directors, officers, or otherpersons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the exempt purposes of the Association.

ARTICLE VIII PRINCIPAL OFFICE

The address of the principal office of the corporation in the State of North Carolina is 1408 Christian Ave. #5, Durham County, Durham, North Carolina 27705.

ARTICLE IX REGISTERED AGENT

The address of the registered office of the corporation in the State of North Carolina is 1408 Christian Ave. #5, Durham County, Durham, North Carolina 27705; and the name of registered agent is Richard H. Wright, III.

ARTICLE X INCORPORATOR

The name and address of the incorporator is Richard M. Drew, Esq., Attorney At Law, 3200 Croasdaile Drive, Suite 606, Durham County, Durham, North Carolina 27705.

ARTICLE XI DISSOLUTION

The Association may be dissolved with a plan of dissolution meeting the requirements of North Carolina General Statute 55A-14- 03 being approved by (1) the Board; (2) by a vote of at least two- thirds (2/3) of the votes of each class of Members; and (3) in writing by Declarant; provided, however, as long as the Declaration is in effect, the Association shall not be dissolved unless a successor organization of lot owners is organized in compliance with applicable law, including Section 501(c)(3) of the Internal Revenue Code of 1986, to take over the duties of the Association~ Upon dissolution of the Association, other than incident to merger or consolidation, the assets of the Association shall be granted, conveyed, and assigned to any non-profit corporation, association, trust, or other organization to be devoted to similar purposes.

ARTICLE XII AMENDMENT

Any amendment to these Articles of Incorporation shall require the approval of at least two-thirds (2/3) of the Members entitled to vote.IN WITNESS WHEREOF, the incorporator hand and seal this 31 st day of May, 2000.