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HomeMy WebLinkAboutA001 - Articles of Incorporation - Town Center t Instrument Prepared By: Deborah S. Krauth, 1416 Buckeye, Ste. 200, Ames, Iowa 50010; 515-233-3000 ARTICLES OF INCORPORATION OF SOMERSET TOWN CENTER TO THE SECRETARY OF STATE OF THE STATE OF IOWA: Pursuant to Iowa Nonprofit Corporation Act §504A.29, the undersigned adopts the following Articles of Incorporation: ARTICLE I NAME The name of the corporation is: Somerset Town Center ARTICLE II DURATION The period of duration for the corporation is perpetual. The existence of this corporation shall commence at the time and date of filing of these Articles of Incorporation with the Secretary of State of the State of Iowa. ARTICLE III PURPOSE The purpose and objectives for which this corporation is organized is to promote the health, safety and welfare of the residents of Somerset Subdivision, Story County, Iowa, including but not limited to: Maintenance and repair of all landscaping,private streets,walks and parking and parking lots(including striping), snow and ice removal on alleys,parking and walks, lighting in parking lots, common area of Town Center, trash collection, and common area liability insurance. ARTICLE IV REGISTERED OFFICE AND REGISTERED AGENT The street address of the corporation's registered office in Iowa is 105 S. 161h Street, Ames, Iowa, 50010, and the name of its registered agent is Erben A. Hunziker. ARTICLE V DIRECTORS The number of directors of the corporation shall be three and the name and address of the persons now serving as directors are: Director Address Erben A. Hunziker 105 S. 16`h Street Ames, IA 50010 Donald M. Furman 803 24`h Street Ames, IA 50010 Reinhard K. Friedrich 6`h Street &Duff Avenue Ames, IA 50010 ARTICLE VI PERSONAL LIABILITY OF DIRECTORS Directors shall not be personally liable to the corporation or its shareholders and shall be indemnified by the corporation for all claims or liabilities, including the defense of such claims or liabilities, that may be brought against an individual Director by virtue of their being a Director of this corporation, except as may be specifically limited by provisions of the Iowa Business Corporation Act. 2 ARTICLE VII INCORPORATORS The name and address of each incorporator of the corporation is: Incorporator Ads Erben A. Hunziker 105 S. 16`h Street Ames, IA 50010 Donald M. Furman 803 24`h Street Arues, IA 50010 Reinhard K. Friedrich 6`h Street & Duff Avenue Ames, IA 50010 ARTICLE VIII No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to the benefit of, or be distributable to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) and political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the I.R.C. or(b) by a corporation, contributions to which are deductible under section 170(c)(2) of the I.R.C. ARTICLE IX DISSOLUTION On the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized exclusively for charitable, educational, religious, or scientific purposes as shall qualify as an exempt organization or organization under Section 501(c)(3) of the Internal Revenue Code as the Board of shall determine. Any such assets not so disposed shall be disposed of by the Iowa District Court in the county in which the principal office 3 of the corporation is then located, exclusively for such purposes or to such organization or organizations and operated exclusively for such purposes. Erben . Hunziker, Incorporator Donald M. Furman, Incorporator R inhard K. Friednch, nco rator 4