Articles of Incorporation

Transcription

1 Articles of Incorporation Marion's Garden Homeowners Association Article 1: Name of the corporation Article II: Duration of the corporation Article ill: Purpose of the corporation Article IV: Dissolution or final liquidation Article V: Management of the corporation Article VI: The original Board of Directors Article VII: Officers, Directors, or Members shall not receive profit Article VID: Original registered office of the corporation Article IX: Membership in the corporation by lot ownership Article X: Corporation through Board of Directors to maintain by-laws Article XI: Name and address of each incorporator Article XII: Provision for amendment of articles of incorporation

2 ~tate.of ~.outly ~ak.ota OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION NONPROFIT CORPORATION I, JOYCE HAZELTINE, Secretary of State of the State of South Dakota, hereby certify that the Articles of Incorporation of THE MARION'S GARDEN HOMEOWNERS ASSOCIATION duly signed and verified, pursuant to the provisions of the South Dakota Corporation Act, have been received in this office and are found to conform to law. ACCORDINGLY and by virtue of the authority vested in me by law, I hereby issued this Certificate of Incorporation and attach hereto a duplicate of the Articles of Incorporation of THE MARION'S GARDEN HOMEOWNERS ASSOCIATION. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great Seal of the State of South Dakota, at _ Pierre, a-'- '-',... the ("/ Capital, this ~ March~5, 19:4,; J. ~f,--.:j!---::>.,(1-~ "..../ L-- - i' '7 /' ; ~- // I :,' J YCE HAZELTINE Secretary of Sta e

3 State Capitol, Ste East Capitol Avenue Pierre, South Dakota TDD (605) March 28, 1994 JOYCE HAZEL TINE Secretary of State TOM LECKEY Deputy COPY Schmidt Schroyer Colwill Mr. Charles Schroyer Po Box 1174 Pierre, SD & Moreno Re: The Marion's Garden Homeowners Association Dear Mr. Schroyer: We have received the Articles of Incorporation for the above named corporation together with the $20 filing fee. The articles have been approved and filed. Enclosed is a Certificate of Incorporation attached to the duplicate along with our receipt. SDCL requires non-profit corporations to file a corporate report every third year between the anniversary date of incorporation and prior to the first day of the second month following. A report form will be mailed to the registered agent for timely filing in Please contact our office if the registered agent and/or address changed. If this office can be of any assistance in the future, please feel free to contact us. Si-n-zrely,.., ~/. -"-. (./::::.:_,~'"" -~ /~~./.<./. - - ~ r 0.:;~ A'~;-/e :~el:i :~?T Secretary of s~a{e _, - JH/BKW: C Enclosure Administration (605) Fax (605) Corporations (605) Fax (605) Uniform Commercial Code (605) Fax (605)

4 V.-,-! t. i) '\f('tcry tt:r ~ ~ ~' 19n4l ~ - rv~ ;~- ~;.i -:.k :s i A'. q / n I; ' -- J)/. l ARTICLES OF INCORPORATION OF ~~_AF\ '" :,: '); ~ tp-~ ~,, (P ) :r~e...,. JMARION' S GARDEN HOMEOw_NERS ASSOCI.ATic;?~. ~ r of S t al ~ ~ (A South Dakota Non-Proflt Corporat1on)... reb i,,.,. We, th~ un2ers i ~ried natural persons of the age of majority, acting as,~ins::o;,r.p~orators in order to incorporate and establish a corporation p ti.rsuant to the provisions of the South Dakota Non Profit Co;rporation Act, hereby adopt the following articles of incorporation: ARTICLE I. The name of the corporation is: THE MARION'S GARDEN HOMEOWNERS ASSOCIATION. ARTICLE II. The period of duration of its incorporation is perpetual. ARTICLE III. The purposes for which the corporation is organized are as follows : 1. To insure that the area and amenities developed as Marion's Garden Subdivision in Fort Pierre, South Dakota be maintained in an attractive manner and available for the enjoyment of all of the Subdivision residents. 2. To take and hold by purchase, gift, bequest, devise, lease, or assignments, either absolutely or in trust, or any of its purposes, any property, real, personal, or mixed, without limitation as to the amount or value thereof, and, while the owner thereof, to exercise and enjoy all of the rights, powers, and privileges of ownership to the same extent as a natural person might or could, to operate, use, manage, improve, mortgage, pledge, lease, assign, sell, transfer, convey, or otherwise dispose of any such property, real, personal or mixed; to invest and reinvest its funds, either principal or income, in any securities or property of whatsoever character deemed property by its managers for such investment; and generally to employ, donate, and expend the property and funds of the corporation for the purposes contained in this paragraph and those other and further purposes stated more fully herein. 3. To make, enter into, and perform contracts of every kind and description necessary, advisable, or expedient, in carrying out the purposes of the corporation, with any person, form, association, corporation, municipality, body politic, district, county, state, or other governmental unit. 1

5 4. To act as trustee or attorney in fact for association members whenever so designated or authorized to do so by such members, without termination due to death or disability of such member. 5. To have one or more offices and to conduct and carry on any of its business at any place either within or without of the state of South Dakota, as may be determined by its Board of Directors. 6. In addition to the above, to do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes herein, and to do all other things incidental thereto, or connected therewith, which are not forbidden by the South Dakota Non-Profit Corporation Act, by any other law, or by these articles of incorporation, to do so in any state, territory, district, possession, dependency, or other political subdivision of the United States of America, or in any foreign country, to the extent that such purposes are not forbidden by such subdivision in the United States or such foreign country. ARTICLE IV. On dissolution or final liquidation, other than by merger or consolidation, the assets of the corporation shall be distributed to the members in the same proportion as provided for payment of the common expenses of the corporation. ARTICLE V. The management of the corporation shall be vested in the Board of Directors and may be partially delegated by the Board of Directors to or among such committees as may be appointed by the Board of Directors from among its membership or to a managing officer appointed by the Board of Directors. The initial Board of Directors shall be established in Article VI infra until its successors are duly elected and qualified according to the by-laws of the corporation. The initial Board shall consist of three members. The number of directors thereafter shall be fixed by the by-laws of the corporation but shall be no less than six and no more than twelve. ARTICLE VI. The names and addresses of the original Board of Directors shall be: Fiona M. Harrison P.O. Box 488 2

6 Michael L.K. Harril on P.O. Box 488 I Patrick Donahue P.O. Box 1115 ARTICLE VII. No officer, director, or member of the corporation shall receive any pecuniary! profits from the corporation or its operations, except reas0nable compensation for services performed in effecting one or more[of its purposes as such. Compensation may be set by the Board of D1rectors from time to time. No contract or other transaction betwe ~ n the corporation, trust, joint venture, syndicate, or other entity, shall be in any way effected or invalidated solely by lreason of the fact that any officers, directors, or members of the corporation is pecuniarily or otherwise interested in or is a director, officer, employee, fiduciary, or member of kny such entity, or solely by reason of the fact that any officer, I director, or member of the corporation individually, or any enbity in which any director or officer is in any way interested, is involved in a contract or other transaction of the corporation. ARTICLE VIII. The address of he initial registered office of the 1 corporation shall be 31 ~ Charlotte Avenue, Marion's Garden, P.O. Box 488, Fort Pierre, South Dakota 57532, and the initial registered agent at that address shall be Fiona M. Harrison, who by her signature as an inc0rporator herein, hereby consents to serve as such registered agentt. ARTICLE IX. Membership in the ~ orporation shall be automatically awarded to each owner of a lot ~ n the Marion's Garden Subdivision to the City of Fort Pierre, South Dakota, or the owner of any multiple family housing unit, tl ownhouse, condominium, or single family residence located with ~ n the Subdivision. The owner of any multiple family housing!structure not intended for resale shall be entitled to one mernbersh~ p in the Association without regard to the number of units locate1 in such facility. The voting and dues structure of the Association shall be regulated as provided for in the by-laws of the Corp ~ ration. ARTICLE X. The corporation, t ~ rough its Board of Directors, shall make, adopt, and maintain such by-laws as it shall deem proper for the management of the busine 1 s and internal affairs of the corporation, and may alter and amend the same from time to time. 3

7 ARTICLE XI. The name and address of each incorporator: Michael L.K. Harri,Jon P.O. Box 488 Fiona M. Harrison P.O. Box 488 Patrick Donahue P.O. Box 1115 ARTICLE XII. These articles of ~ ncorporation may be amended from time to time in the manner permitted by the laws of the State of South Dakota when in effect. 1 IN WITNESS WHEREOF, we have he;e~nto set our hands and seals at Fort Pierre, South D~kota this 2 ~ day of March, MICHAEL L.f.RISON ~!~:«--. FIONA ~ HARRISON ~ 4

8 State of South Dakota) ss County of ~~~ ) On this, the Z..s~ day of March, 1994, before me, the undersigned officer, personally appeared MICHAEL L.K. HARRISON, FIONA M. HARRISON and PATRICK DONAHUE, known to me or satisfactorily proven to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. My Commission Expires: (SEAL) '- OA1-~e-... No akota Charles P. Schroyer, "*' Pllblc IIJCDII_.. &pns IIPflnlber21.200l 5