ST. CLOUD TIMBERLAND ESTATES HOME OWNERS ASSOCIATION Amended Articles of Incorporation January 3, 1984
ST. CLOUD TIMBERLAND ESTATES HOME OWNERS ASSOCIATION Amended Articles of Incorporation January 3, 1984 TABLE OF CONTENTS ARTICLE I [Corporate Name]..................... 1 ARTICLE II [Corporate Purpose].................... 1 ARTICLE III [No Pecuniary Gain].................... 1 ARTICLE IV [Ownership and Membership]................ 2 ARTICLE V [Registered Office]..................... 2 ARTICLE VI [Dissolution]....................... 3 ARTICLE VII [Incorporators]....................... 3 ARTICLE VIII [First Board of Directors].................. 3 ARTICLE IX [No Personal Liability]................... 4 ARTICLE X [No Capital Stock]..................... 4 ARTICLE XI [FHA/VA Approval Requirements].............. 4 ii
Amended Articles of Incorporation of ST. CLOUD TIMBERLAND ESTATES HOME OWNERS ASSOCIATION The undersigned, for the purpose of forming a corporation pursuant to the provisions of the MINNESOTA NONPROFIT CORPORATION ACT, Minnesota Statutes, Chapter 17, adopt the following Articles of Incorporation: ARTICLE I The name of this Corporation shall be ST. CLOUD TIMBERLAND ESTATES HOME OWNERS ASSOCIATION. ARTICLE II This Corporation is organized and shall be operated for the purpose of governing certain real property, and to provide an entity to act as a Home Owners Association within the mean of 528 of the Internal Revenue Code of 1954, which townhouse property is situated in Stearns County, Minnesota, and is described as: Block One (1), Timberland Estates,* according to the plat and survey thereof, on file and of record in the office of the County Recorder in and for Stearns County, Minnesota, and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose, and for such other lawful purposes as may legally be carried on by a nonprofit corporation created under the provisions of the MINNESOTA NONPROFIT CORPORATION ACT, Minnesota Statutes, Chapter 317, and any further laws amendatory thereof or supplementary thereto. ARTICLE III This corporation does not and shall not, incidentally or otherwise, afford pecuniary gain to its members, directors, or officers; provided, however, that this Corporation may pay to its members, directors, officers, and others, reasonable compensation for services rendered to or for the Corporation and may lease and purchase from, sell to, * Block One (1), Phase II, Timberland Estates, according to the plat and survey thereof, added shortly after these Articles were first submitted to the office of the Minnesota Secretary of State on April 15, 1983. 1
2 and otherwise deal with, its members, directors, officers, and others in real and personal property situated in Stearns County, Minnesota. ARTICLE IV 4.1 Lots. As the term is used herein, the term Lot shall mean and refer to any plot of land shown upon any recorded subdivision map of the properties subject to the jurisdiction of this Corporation, including those shown upon any re-plat or re-subdivision of a Lot, with the exception of real property within such properties designated for the common use and enjoyment of the Members of this Corporation. 4.2 Owners Are Members. Every person or entity who is a record Owner of the fee simple title to any Lot or to any portion of any Lot, excluding, however, contract sellers and including in lieu thereof their respective contract purchasers, whether of record or not, provided that any such contract sellers and their respective purchasers have given written notice of their interests to the Secretary of this Corporation. Membership shall be appurtenant to, and may not be separated from, such ownership of any Lot. 4.3 Classes of Membership. This Corporation shall have two (2) classes of voting membership: A. CLASS A MEMBERS shall be all of the Owners [of Lots], except the Developer [Brutger Companies, Inc.]. Class A Members shall hold one (1) vote for each Lot of which they are the Owner. When there is more than one Owner of any Lot, all such Owners shall be Members of this Corporation and the vote allocated to such Lot and the Owners thereof shall be exercised as they, among themselves, determine, and according to the Bylaws of this Corporation, but in no event shall more than one (1) vote be cast with respect to any such Lot. B. The Developer shall be the sole CLASS B MEMBER, and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership upon the happening of either of the following events, whichever first occurs: 1. When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or 2. On January 1, 1986. From and after the happening of either of these events, whichever first occurs, the CLASS B MEMBER shall be deemed to be a CLASS A MEMBER, if then an Owner, entitled to the number of votes for each Lot in which it holds the interest required for a Class A membership. 4.4 Corporate Duration. The period of duration of this Corporation shall be perpetual. ARTICLE V The registered office of this Corporation in the State of Minnesota shall be located in the St. Cloud area, County of Stearns. Articles of Incorporation Recorded Date: January 3, 1984
3 ARTICLE VI 6.1 Corporate Dissolution. This Corporation may be dissolved with the assent given in writing and signed by Members holding at least two thirds ( 2 / 3) of each class of votes in this Corporation. 6.2 Dissolution Procedures. In the event of dissolution of this corporation, all of its assets shall be distributed as follows: A. The dissolution shall be conducted under court supervision, if required or permitted under the Statutes of the State of Minnesota, as now enacted or as hereafter amended, and, subject to prior compliance with Subdivision 1, Clauses (2), (3), and (4) of Section 317.57 of the Minnesota Statutes, the assets of this Corporation shall be distributed in accordance with and in the manner as set forth in, the Corporation Bylaws; B. If the dissolution under court supervision is not required or permitted under the Statutes of the State of Minnesota, as now enacted or as hereafter amended, the assets of this Corporation shall be distributed, subject to prior compliance with Subdivision 1, Clauses (2), (3), and (4) of Section 317.57 of the Minnesota Statutes, the assets of this Corporation shall be distributed in accordance with and in the manner as set forth in, the Corporation Bylaws. ARTICLE VII The names and addresses of the incorporators, each of whom is a natural person of full age, are: J. Michael Podawiltz Brutger Companies, Inc. Jerry W. Severson Roger D. Neils Brutger Companies, Inc. Hoolihan & Neils P.O. Box 307 ARTICLE VIII 8.1 First Board of Directors. The first Board of Directors of this Corporation shall consist of three (3) persons. The name and address of each of them are: J. Michael Podawiltz Brutger Companies, Inc. Jerry W. Severson Brutger Companies, Inc. Articles of Incorporation Recorded Date: January 3, 1984
4 Wallace T. Johnson Brutger Companies, Inc. 8.2 Term of Office. The term of office of the first Board of Directors shall be until successor directors shall have been elected at the first Annual Meeting of this Corporation and shall have qualified. 8.3 Number of Directors. From time to time, the number of directors of this Corporation may be increased or diminished by vote of the Members or of the Board of Directors of this Corporation, but shall be no less than three (3) in number. ARTICLE IX Members, directors, and officers of this Corporation shall not be personally liable to any extent whatsoever for obligations of this Corporation. ARTICLE X This Corporation shall have no capital stock, either authorized or issued. ARTICLE XI FHA/VA Approval. As long as there is a Class B membership, and the Development has FHA/VA approval for financing of individual Units, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: 1. Annexation of additional properties; 2. Mergers and consolidations; 3. Mortgaging of the Common Area; 4. Dedication of the Common Area; 5. Dissolution of this Corporation; and 6. Amendment of these Articles of Incorporation. IN TESTIMONY WHEREOF, the undersigned incorporators have hereunto set their hands this 3 rd day of January, 19 84. J. Michael Podawiltz, J. Michel Podawiltz, President NOTE: Appropriately notarized, January 3,1984. Wallace T. Johnson. Wallace T. Johnson, Secretary Articles of Incorporation Recorded Date: January 3, 1984