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HomeMy WebLinkAboutA001 - Articles of Incorpration of NLA Duff Owners Association ARTICLES OF INCORPORATION OF NLA DUFF OWNERS ASSOCIATION, INC. TO THE SECRETARY OF STATE OF THE STATE OF IOWA: Pursuant to the Revised Iowa Nonprofit Corporation Act under Chapter 504 of the Code of Iowa (the "Act"), the undersigned acting as incorporator of a corporation adopts the following Articles of Incorporation: ARTICLE I NAME The name of the corporation is NLA DUFF OWNERS ASSOCIATION, INC. (the "Association"). ARTICLE II DURATION The period of duration for the Association is perpetual. The existence of this Association 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 Association is organized is to provide for the maintenance and other requirements for Fourth Addition to Southwood Subdivision, Ames, Story County, Iowa, as set forth in Section 23.704(7) of the Municipal Code, City of Ames, Iowa, and to do any and all other things allowed pursuant to the Act. ARTICLE IV REGISTERED OFFICE AND REGISTERED AGENT The street address of the Association's registered office in Iowa is 2605 Northridge Parkway, Ames, Iowa 50010, and the name of its initial registered agent is Brian D. Torresi. ARTICLE V MEMBERS The Association shall have members who shall be those persons described as members in the Bylaws of the Association (the "Bylaws"). The voting rights of the members shall be as provided in the Bylaws. ARTICLE VI DIRECTORS The number of directors of the Association shall be between one (1) and seven (7), inclusive. The number of directors may be changed by resolution of the members as set forth in the Bylaws. The names and addresses of the persons initially serving as directors until the election of their successors are: Director Address Todd Dwyer 7514 Girard Ave., Ste. 1515 La Jolla, CA 92037 Chad Williams 203 Fourth Ave. S, Ste. 4 Franklin, TN 37604 ARTICLE VI INCORPORATOR The name and address of the incorporator of the Association is Todd Dwyer, 7514 Girard Avenue, Suite 1515, La Jolla, California 92037. ARTICLE VIII PERSONAL LIABILITY OF DIRECTORS A director of the Association shall not be liable to the Association or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the Association or the members; (3)a violation of the unlawful distribution provision of the Act; or (4)an intentional violation of criminal law. If the Act is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Association, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability or any other right or protection of a director of the Association with respect to any state of facts existing at or prior to the time of such repeal or modification. ARTICLE IX INDEMNIFICATION The Association shall indemnify a director for liability(as such term is defined in Section 504.851(5) of the Act) to any person for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) receipt of a financial benefit by a director to which the director is not entitled; (2) an intentional infliction of harm on the Association or the 2 members; (3) a violation of the unlawful distribution provision of the Act; or (4) an intentional violation of criminal law. Without limiting the foregoing, the Association shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law. If the Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the Association shall be deemed amended automatically and without any further action to require indemnification and advancement of funds to pay for or reimburse expenses of its directors and officers to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification obligations of the Association with respect to any state of facts existing at or prior to the time of such repeal or modification. ARTICLE X NONPROFIT STATUS No part of the net earnings of the Association shall inure 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 Association 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 Association 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 Association 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 XI DISSOLUTION On the dissolution of the Association, the directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association 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 directors 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 of the Association is then located, exclusively for such purposes or to such organization or organizations and operated exclusively for such purposes. Dated effective the_day of July, 2019. Todd Dwyer, Incorporator 3