CWS LLC's legal Basis for Forming Our HOA

Our community was developed by local Dothan Real Estate Investment group named CWS LLC. CWS LLC is actually a partnership between three Dothan business men. Charles Chapman, John Watson, and Alfred (Fred) Saliba. Their partnership is responsible for so many great things in Dothan and our subdivision is one of those great things! 

The same day in 2003 (May 8th, 2003), CWS LLC filed a Platt (Plat Book 11, Page 36) with Houston County Probate Court outlining the oldest part of our subdivision (aka, the "back of the subdivision"), they also filed Restrictions (Aka Covenants) that corresponded to Plat 11, Page 36 in Houston County Probate Court Misc Book 217, Page 83-87. 

CWS LLC took the same action again in 2005 (November 4th, 2005) for the "First Addition" of our neighborhood (aka, the "front of the subdivision") by filing a Plat in Book 11, Page 75 and corresponding Restrictions with that Plat 11, Page 75 in Misc Book 239, Page 100-104.

These restrictions are nearly identical (with some minor differences). Critically, they both contain the following Paragraph in section E7: 

"E-7 Property Owners Organization: The developer of this subdivision, Crestwood Village, may cause to be organized a non-profit corporation of property owners to provide an effective means to obtain an adherence to these protective covenants and as a device for maintaining the character and long range value of this development. If such corporation is started, the Architectural Control Committee and/or Crestwood Village may transfer some or all of its duties hereunder to such corporation." 

(Reference: "RESTRICTIONS FOR CRESTWOOD VILLAGE SUBDIVISION" filed at Houston Count Probate Court MISC Book 217, Pages 83-87 & "RESTRICTIONS FOR CRESTWOOD VILLAGE SUBDIVISION, FIRST ADDITION" filed at Houston County Probate Court MISC Book 239, Pages 100-104.)

What is key in this paragraph is the word "developer". This refers to CWS LLC and gives them full authority to create a corporation for the purposes of adherence to the covenants and maintaining the character and long range value of the development. 

CWS LLC could have elected to do this in many different ways. They could have made a non-profit for each street, or based on geography, or by any other means they so desired. Para E7 gave him authority to do so. 

What did CWS LLC do? Three days after filling the Platt and Restrictions for the "First Addition" (Front of the subdivision) in 2005, They filed Articles of Incorporation for "Crestwood Village, First Addition Community Association, INC" and its By-Laws referencing the Plat in Book 11, Page 75 (Only the front half) in Houston County Probate Court Corporations Book 111, Pages 704-715. 

It is unclear why CWS LLC did this only for the newer "first addition" section of the subdivision. Any attempt to provide a reason would be just an assumption and not helpful.

However, on April 22nd, 2008, CWS LLC filed new Articles of Incorporation for "Crestwood Village Community Association, INC" and its By-Laws references both the front of the neighborhood (Plat Book 11, Page 75) and the back of the neighborhood (Plat Book 11, Page 36). This was not a merger. Rather, it was a new entity all together based on the authority given to the developer in paragraph E7 of both sets of restrictions for Plat Book 11, Pages 36 & 75.  

The question has been asked that since the 2005 incorporation already existed, a merger was required for the a new incorporation to have authority over Plat Book 11, Page 75. 

This would have 100% been the case if the developer made two separate corporations for both the front (Plat 11, page 75) and the back (Plat 11, page 36). Instead, they made one for the Front (Plat Book 11, Page 75) and one for both (Plat Book 11, 36 & 75). Since they were the developer, they had the authority to go about making these non-profit incorporations in any way they chose. 

So what happened to the 2005 incorporation which only served Plat Book 11, page 75?  

It technically still exists, but if it chose to operate again, it would only serve a redundant purpose. For the sake of clarity and simplicity for our HOA members, the Board only operates on behalf of the 2008 incorporation as it holds all the same powers and authority of the 2005 incorporation, but its scope includes both Plat Book 11, page 36 and 75 rather than just Plat Book 11, page 75.