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HomeMy WebLinkAboutA007 - Article of Incorporation of Arbor on the Green Homeowners Association Inc. signed Janurary 5, 1994 ARTICLES OF INCORPORATION OF ARBOR ON THE GREEN HOMEOWNERS ASSOCIATION INC. In accord with the provisions of Chapter 504A, Code of Iowa (1993), the un- dersigned, both of whom are residents of Ames, Iowa, and both of whom are of legal age, have this day voluntarily associated themselves together for the purpose of forming a non-profit corporation and do certify: Article 1. Name. The name of this corporation is Arbor on the Green Homeowners Association Inc.', in its document called the "Corporation" or the "Associa- tion." Article 2. Purposes and Powers. The corporation does not contemplate pecuniary gain or profit; direct or indirect, to its members. The purposes for which it is formed are: To promote the health, safety, and welfare of the residents within the sub- division of Ames, Iowa, known as "Arbor on the Green," and any addi- tional property as may,be brought within the jurisdiction of this corpora- tion by annexation as provided in Article 6, referred to as "The properties," and for this purpose to: (a) own, operate, and maintain the common properties of the subdivision, and, if a decision to do so is made to acquire, build, operate and maintain such recreation parks, playgrounds, swimming pools, commons, streets, footways, including buildings, structures, and personal properties incident thereon; (b) provide exterior maintenance for the lots and homes within The Properties; (c) maintain the lands and trees; (d) fix assessments (or charges) to be levied against The Properties; (e) enforce all covenants, restrictions and agreements applicable to The Properties; (f) pay taxes, if any, on the common properties and facilities; and (g) insofar as permitted by law, to do any other thing that, in the opinion of the Board of Directors, will promote the common benefit and enjoyment of the residents of The Properties. Article 3. Membership. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assess- ment by the Association shall be a member of the Association, provided that any person or entity who holds an interest merely as a security for the performance of an obligation shall not be a member. Articles of-Incorporation Page 2 Article 4. Voting Rights. The Association shall have two classes of voting mem- bership: Class A. Class A members shall be all those owners as defined in Article 3 with the exception of the Developer. Class A members shall be entitled to one vote for each Lot in which they hold the interests required for membership by Article 3. When more than one person holds such interest or interests in any Lot all such persons shall be members, and the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such Lot. Class B. Class B members shall be the Developer. The Class B member shall be entitled to three votes for each Lot in which it holds the interest required for membership by Article 3, provided that the Class B member- ship shall cease and become converted to Class A membership on the hap- pening of any of the following events, whichever occurs earlier: (a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or (b) on December 31, 1996. From and after the happening of these events, whichever occurs earlier, the Class B member shall be deemed to be a Class A member entitled to one vote for each Lot in which it holds the interests required for member- ship under Article 3. Article 5. Board of Directors: Selection: Terms of Office. The affairs of the corporation shall be managed by a board of five (5) directors who need not be members of the corporation. The initial board of directors shall consist of two (2) directors who shall hold office until the election of their successors for the terms stated in Article 17. Beginning with the first annual meeting to be held the second Monday in January, 1995, the members at each annual meeting shall elect directors each for a term of three (3) years. Article 6. Additions to Properties and Membership. Additions to the properties described in Article 2 may be made only in accordance with the provisions of the re- corded covenants and restrictions applicable to the properties. The additions, when properly made under the applicable covenants, shall extend the jurisdiction, functions, duties, and membership of this corporation to these properties. Where the applicable covenants require that certain additions be approved by this corporation, such approval must have the assent of two-thirds of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting. Article 7. Mergers and Consolidations. Subject to the provisions of the recorded covenants and restrictions applicable to the properties described in Article 2, and to the extent permitted by law, the corporation may participate in mergers and consolidations with other non-profit corporations organized for the same purposes, provided that any Articles of Incorporation Page 3 such merger or consolidation shall have the assent of two-thirds of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this pur- pose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting. Article 8. Mortgages: Other Indebtedness. The corporation shall have power to mortgage its properties only to the extent authorized under the recorded covenants and restrictions applicable to the properties. The total debts of the corporation including the principal amount of such mort- gages, outstanding at any time, shall not exceed the total of ten (10) years' assessments current at that time, provided that authority to exceed the maximum in any particular case may be given by an affirmative vote of two-thirds of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in ad- vance and shall set forth the purpose of the meeting. Article 9. Quorum for Any Action Governed by Articles 6. 7 and 8 of these Ar- ticles. The quorum required for any action governed by Articles 6, 7 and.8 of these Ar- ticles shall be as follows: At the first meeting duly called as provided, the presence of members, or of proxies, entitled to cast sixty (60) percent of all of the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirements set forth in the Articles, and the required quorum at any subsequent meeting shall be one-half of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than sixty (60) days following such preceding meeting. Article 10. Dedication of Properties or Transfer of Function to Public Agency or Utili . The corporation shall have power to dispose of its real properties only as author-i ized under the recorded covenants and restrictions applicable to the properties. Article 11. Duration. The corporation shall exist perpetually. Article 12. Dissolution. The corporation may be dissolved only with the assent given in writing and signed by the members entitled to cast two-thirds of each class of its membership. Written notice of a proposal to dissolve, setting forth the reasons therefor and the disposition to be made of the assets (which shall be consonant with Article 13 hereof) shall be mailed to every member at least ninety (90) days in advance of any ac- tion taken. Article 13. Disposition of Assets upon Dissolution. Upon dissolution of the cor- poration, the assets, both real and personal, of the corporation shall be dedicated to an appropriate public agency or utility to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the corporation. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to purposes as nearly as practicable the same as those to which they were re- e Articles of Incorporation Page 4 quired. No such disposition of Association properties shall be effective to divest or diminish any right or title of any member vested in him under the recorded covenants and deeds applicable to The Properties unless made in accordance with the provisions of such covenants and deeds. Article 14. Amendments. These Articles may be amended in accordance with the law, provided that the voting and quorum requirements specified for any action under any provision of these Articles shall apply also to any amendment of such provision, and provided further that no amendment shall be effective to impair or dilute any rights of members that are governed by the recorded covenants and restrictions applicable to The Properties (as, for example, membership and voting rights) which are part of the proper- ty interests created thereby. Article 15. The Incorporators. The name and address of each incorporator is: Name Address Robert O. Buck 217-22nd Street, Ames, Iowa Anne K. Buck 217-22nd Street, Ames, Iowa Article 16. Registered Office and Agent. The address of the initial registered of- fice of the corporation is 217-22nd Street, Ames, Story County, Iowa 50010, and the name of its initial registered agent at such address is Robert O. Buck. Article 17. Initial Directors. The names and addresses of those persons who are to act as directors until the election of their successors and their terms of office are: Name Address Robert O. Buck 217-22nd Street, Ames, Iowa Anne K. Buck 217-22nd Street, Ames, Iowa To serve until the first annual meeting to be,held on the second Monday in Janu- ary, 1995. Article 18. Seal. The corporation shall have no seal. Article 19. Deeds. All deeds, mortgages, leases, conveyances, contracts, assign- ments and any other-documents pertaining to the transfer and conveyance of land shall be signed by the President and countersigned by the Secretary. Signed at Ames, Story County, Iowa, this day of ROBERT O. BUCK AN K 1 h 9 Articles of Incorporation Page 5 STATE OF IOWA, COUNTY OF STORY, SS: �J On this ay of , 1995, before me, the undersigned, a Notary Public in and for said State, rsonall appeared Robert O. Buck and Anne K. Buck to me known to be the persons named in and who executed the foregoing instrument, and acknowledged that they executed the same as their voluntary act and deed. Notary Public, State of Iowa