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ARTICLES
OF INCORPORATION
OF
The undersigned, for the purpose of forming a corporation pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 31 7A, and statutes amendatory thereof, hereby adopts the following Articles of Incorporation:
ARTICLE
I
NAME
The name of this corporation shall be “Church Hill School Condominium Association” (the “Association”).
ARTICLE
II
PURPOSES
AND POWERS
The purposes for which the Association is formed, and its powers, are as follows:
1. To act as the
Association which is referred to in the Declaration of Church Hill School
Condominium (the “Declaration”), a condominium located in
2. To act as a homeowners association under Section 528 of the Internal Revenue Code, as amended, to provide for the operation and management of the Community for the health, safety and welfare of the Owners thereof, and to preserve the value, and the architectural and physical character, of the Community; and
3. To exercise the powers granted by law or described in the Association’s Bylaws or thc Declaration, as amended and/or restated, and to do such other lawful acts or things reasonably necessary for carrying out the Association’s purposes; provided, that no actions shall be authorized or undertaken which violate any state or federal laws applicable to nonprofit corporations or which would cause the Association to violate its nonprofit status under the laws of the state of Minnesota, or the Internal Revenue Code, as amended, and the Regulations related thereto.
ARTICLE III
REGISTERED OFFICE
The address of the registered office of this Association is
ARTICLE IV
INCORPORATOR
The name and address of the incorporator of
this Association are as follows: David B.
ARTICLE
V
MEMBERSHIP/VOTING
The members of this Association (the “Members”) are those persons described as Members in the Declaration and the Association’s Bylaws. Membership in the Association shall be transferable, but only as an appurtenance to and together with the Member’s title to the Unit to which the membership is allocated. One membership is allocated to each Unit. The Members shall have the voting rights allocated to their respective Units as described in the Declaration. Cumulative voting by Members is not permitted.
ARTICLE
VI
BYLAWS
The business of the Association shall be governed by its Bylaws. The Board of Directors shall, at its first meeting, approve and adopt the Bylaws. Thereafter, the Bylaws may be amended as provided therein.
ARTICLE VII
DIRECTORS
The business of this Association shall be managed by a Board of Directors consisting of at least three persons, or such greater number as provided in the Bylaws. The Board of Directors shall be elected to or removed from office as provided in the Bylaws.
ARTICLE
VIII
LIMITED LIABILITY
The Members shall not be subject to any personal liability for corporate obligations. In addition, no person who serves without compensation as a director, officer, Member or agent of the Association shall be held civilly liable for an act or omission by that person if the act or omission was in good faith, was within the scope of the person’s responsibilities as director, officer, Member or agent of the Association, and did not constitute willful or reckless misconduct, except as follows:
a. an action or
proceeding brought by the attorney general for a breach of a fiduciary duty
as a director;
b. a cause of action
to the extent it is based on federal law;
c. a cause of action based on the person’s
express contractual obligation; or
d. an act or
proceeding based on a breach of public pension plan fiduciary responsibility.
Nothing in this Article limits an individual’s liability for physical injury to another person or for wrongful death which is personally and directly caused by that individual.
ARTICLE
IX
NO
PECUNIARY GAIN
The Association shall not afford pecuniary gain, incidentally or otherwise, to its Members by reason of such membership; provided, that (i) Members may be reimbursed for out-of-pocket expenses incurred in carrying out duties on behalf of the Association, and (ii) Members may be reasonably compensated for goods and services furnished to the Association as vendors, as provided in the Bylaws.
ARTICLE
X
DURATION
The duration of the Association shall be perpetual, subject to dissolution in accordance with Article XII.
ARTICLE
XI
Amendment of these Articles shall require the prior approval, at a meeting duly held for such purposes, of Members who hold at least sixty-seven percent of the voting power of all Members; except that the registered office may be changed by the filing of a Certificate of Change of Registered Office in accordance with law.
ARTICLE XII
DISSOLUTION
The Association may be dissolved only in accordance with law. Upon dissolution of the Association and termination of the Community, and after payment of all costs of dissolution, and the debts and obligations of the Association, all remaining corporate assets shall be distributed to the Members and secured parties, as their interests may appear, in accordance with Section 51 5B.2- 119 of the Minnesota Common Interest Ownership Act, or laws amendatory thereof.
IN WITNESS WHEREOF, I have subscribed my name on this 17th day of April, 2009.
______________________________________________
David B. Eide