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ARTICLES OF INCORPORATION OF JAMESTOWN VILLAGE HOMEOWNERS ASSOCIATION, INC These Articles of Incorporation are signed and acknowledged by the undersigned incorporators for the purpose of forming a non-profit corporation under M innesota Statutes, Chapter 317, as follows: The name of the corporation is JAMESTOWN HOMEO WNERS' ASSOCIATION, INC.(hereinafter called "the Association"). ARTICLE II The purpose for which the Association is organized is to provide an entity to operate, manage, maintai n and care for common area of real property located i n Hennepin County, Minnesota which property is subj ect to a certain Declaration of Covenants, Conditions, Restrictions and Easements (hereinafter Declaration ) imposed upon the property by the Owner and Develope r of the property Centex Homes Corporation (hereinafter Declarant). ARTICLE III The Association shall not afford pecuniary gai n incidentally or otherwise to its members. ARTICLE IV The period of duration of the Association shal l be perpetual. ARTICLE V In these Articles, whenever terms are used whi ch are defined in the Declaration or By-Laws, the definition of said terms as used herein shall be th e same as is set forth in said Declaration and By- Laws except as such terms may otherwise be specifically defined herein. ARTICLE VI The Association shall have two classes of voti ng membership: a) Class A. Class A members shall be all those Owners as defined in §1.8 of the Declaration, with the exception of the Declarant. Each Class A member shall be entitled to one (1) vote for each Lot in which such owner holds the interest required for me mbership by §1.8. of the Declaration. When more tha n one person holds such interest in any Lot, all such persons shall be Members. The vote for such Lot sh all
ner holds the interest required for me mbership by §1.8. of the Declaration. When more tha n one person holds such interest in any Lot, all such persons shall be Members. The vote for such Lot sh all be exercised as they, among themselves, shall deter mine but in no event shall more than one (1) vote b e cast with respect to any Lot. b) Class B. The Declarant shall be the sole Class B member and shal l be entitled to three (3) votes for each Lot owned. Declarant shall be entitled to votes for Lots added pursuant to §4 of the Declarat ion at such time as the Supplementary Declaration refer red to in §4.2 of the Declaration has been recorded . Class B membership shall cease and be converted to Class A membership upon the occurrence of the first of the following events: i. when the total number of votes outstanding in the Class A membership equals or exceeds the tot al number of votes outstanding in the Class B membersh ip, provided however that Class B membership shall be reinstated during any period of time in which, beca use of the addition of Additional Property, Declarant's votes (based on 3 votes for each Lot) w ould once again exceed the number of votes of the Class A membership; or ii. December 31, 1992 ARTICLE VII The name of the Association's registered agent shall be C. T. Corporation and the location of the Associations' registered office shall be 1052 Midla nd Bank Building, Minneapolis, Minnesota 55401. ARTICLE VIII The name and address of the incorporator of th e Association Thomas M. Boyce 7159 Shady Oak Road Eden Prairie, Minnesota 55344 ARTICLE IX The number of directors constituting the first Board of Directors shall be 3. The names and addresses of such directors are: Timothy R. Eller 7159 Shady Oak Road Eden Prairie, Minnesota 55344
ICLE IX The number of directors constituting the first Board of Directors shall be 3. The names and addresses of such directors are: Timothy R. Eller 7159 Shady Oak Road Eden Prairie, Minnesota 55344 Michael Schroetke 7159 Shady Oak Road Eden Prairie, Minnesota 55344 Thomas M. Boyce 7159 Shady Oak Road Eden Prairie, Minnesota 55344 The tenure of office of the first directors is until the first annual meeting of members or until such earlier date as their successors may be electe d. ARTICLE X Members of the Association shall have no personal l iability for corporate obligations. ARTICLE XI The Association shall have no capital stock but sha ll have members. Members of the Association shall consist of such persons or entities as may be admit ted pursuant to the Bylaws of the Association. ARTICLE XII Amendment of these Articles shall require the assent of 75 percent (75%) of the entire membership . ARTICLE XIII No part of the net earni ngs of the Association shall inure to the benefit o f any member, director or officer of the Association or any private individua l, except that reasonable compensation may be paid for services rendered to or for the Association in the performance of its association purposes. In general , the affairs of the Association shall be conducted i n conformity with public policy applicable to non- profit corporations. ARTICLE XIV The Association may be dissolved with the asse nt given in writing and signed by not less than two - thirds (2/3) of each class of members. Upon dissolu tion of the Association, other than incident to a merger or consolidation, the assets of the Associat ion shall be dedicated to an appropriate public age ncy to be used for purposes similar to th ose for which this Association was created. In the event that such
nsolidation, the assets of the Associat ion shall be dedicated to an appropriate public age ncy to be used for purposes similar to th ose 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 organizati on to be devoted to such similar purposes. ARTICLE XV As long as there is a Class B membership, the following actions will require the prior approval o f the Federal Housing Administration or the Veterans Administration: a. addition of Additional Property, b. dissolution and amendment of these Articles, c. conveyance and/or dedication of Common Area. IN WITNESS WHEREOF, the undersigned incorporator ha s hereunto set his hand this 27th day of March , 1985.