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HomeMy WebLinkAboutCantamere Condo Assn Articles of Incororation_5.22.19 ARTICLES OF INCORPORATION - 1 ARTICLES OF INCORPORATION OF CANTAMERE VILLAGE CONDOMINIUM OWNERS ASSOCIATION, INC. The undersigned, acting as the incorporator of a nonprofit corporation (“Corporation”) organized under and pursuant to the Idaho Nonprofit Corporation Act, Chapter 30, Title 30, Idaho Code (“Act”), adopts the following Articles of Incorporation (“Articles”). ARTICLE I - NAME The name of the Corporation is Cantamere Village Condominium Owners Associaiton, Inc. ARTICLE II - NONPROFIT STATUS The Corporation is a nonprofit membership corporation. ARTICLE III - PERIOD OF DURATION The period of duration of the Corporation is perpetual. ARTICLE IV - REGISTERED OFFICE AND AGENT The location of the Corporation is in the City of Rexburg, County of Madison, and in the State of Idaho. The address of the initial registered office is 117 E. Main St., Rexburg, ID 83440, and the name of the initial registered agent at this address is James F. Hirrlinger. ARTICLE V - PURPOSES The purposes for which the Corporation is organized and will be operated are as follows: A. The exercise of all the powers and privileges and the performance of all the duties and obligations of the Corporation as set forth in the Condominium Declaration for the Cantamere Village Condominiums, recorded on ________________________, 2019, in the official records of Madison County, Idaho as Instrument Number ________________________ (the “Declaration”), as amended from time to time. B. The transaction of any or all lawful business for which corporations may be incorporated under the Idaho Nonprofit Corporation Act, subject only to limitations in the Bylaws and the Declaration and the amendments and supplements thereto. C. To exercise all powers granted by law necessary and proper to carry out the foregoing purposes, including, but not limited to, the power to accept donations of money, property, whether real or personal, or any other things of value. Nothing herein contained shall be deemed to authorize or permit the Corporation to carry on any business for profit, to exercise ARTICLES OF INCORPORATION - 2 any power, or to do any act that a corporation formed under the Act, or any amendment thereto or substitute therefor, may not at that time lawfully carry on or do. ARTICLE VI - LIMITATIONS No part of the net earnings or the assets of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 Article V hereof. No substantial part of the activities of the Corporation shall be for 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) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 528 of the Internal Revenue Code of 1986, as amended from time to time. ARTICLE VII - MEMBERS Each person or entity holding fee simple interest of record to a Unit (as defined in the Declaration) which is a part of the Cantamere Village Condominiums project (“Project”), and sellers under executory contracts of sale, but excluding those having such interest merely as security for the performance of an obligation, shall be a Member of the Corporation; provided, however, there shall be but one (1) membership in the Corporation for each Unit located in the Project. Membership shall be appurtenant to and may not be separated from ownership of any Unit located in the Project. Members of the Corporation must be owners of Units within the Project. ARTICLE VIII - VOTING RIGHTS The total votes in the Association shall be equal to the number of Units. The votes in the Association shall be allocated equally among all the Units with each Unit having one (1) vote, regardless of how many Persons may be Unit Owners of a single Unit. Each Unit, including Units owned by the Declarant, shall be entitled to cast one (1) vote on any Association matter which is put to a vote of the membership in accordance with this Declaration, the Articles and/or the Bylaws. The vote for each such Unit must be cast as a unit, and fractional votes shall not be allowed. In the event that a Unit is owned by more than one (1) Person and such Unit Owners are unable to agree among themselves as to how their vote or votes shall be cast, they shall lose their right to vote on the matter in question. If any Member casts a vote representing a certain Unit, it will thereafter be conclusively presumed for all purposes that such Unit Owner was acting with the authority and consent of all other Unit Owners of the same Unit unless objection thereto is made at the time the vote is cast. ARTICLE IX - BOARD OF DIRECTORS The affairs of the Corporation shall be managed by its Board of Directors. The number of Directors serving on the Board of Directors shall be fixed in accordance with the ARTICLES OF INCORPORATION - 3 Corporation’s Bylaws, but shall consist of at least three (3) Directors at all times. Other than the Directors constituting the initial Board of Directors, who are designated in these Articles, the Directors shall be elected in the manner and for the term provided in the Bylaws of the Corporation. During the Period of Declarant Control, the Declarant shall have the right to appoint and remove the members of the Board and the officers of the Association, who do not have to be Unit Owners. The names and street addresses of the persons constituting the initial Board of Directors are: NAME ADDRESS James Hirrlinger 117 E Main St, Rexburg, ID 83340 _________________________ 117 E Main St, Rexburg, ID 83340 _________________________ 117 E Main St, Rexburg, ID 83340 ARTICLE X - ASSESSMENTS Each Unit shall be liable for the payment of Assessments provided for in the Declaration and as otherwise set forth in the Bylaws of the Corporation. ARTICLE XI - DISTRIBUTION ON DISSOLUTION Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all the assets of the Corporation consistent with the purposes of the Corporation to such organization or organizations as shall at that time qualify as exempt organizations under Section 501(c)(12) of the Internal Revenue Code of 1986, as amended from time to time, in such manner as the Board of Directors shall determine. Any such assets not so distributed shall be distributed by the district court of the county in which the principal office of the Corporation is then located, exclusively for the purposes or to such organizations, as such court shall determine to be consistent with the purposes of the Corporation. ARTICLE XII - INCORPORATOR The name and street address of the incorporator is James Hirrlinger, 117 E Main St, Rexburg, ID 83340. ARTICLES OF INCORPORATION - 4 ARTICLE XIII - BYLAWS Provisions for the regulation of the internal affairs of the Corporation shall be set forth in the Bylaws. The Board of Directors of the Corporation shall be authorized to amend the Corporation’s Bylaws at a properly noticed special or regular meeting of the Board of Directors. Neither these Articles nor the Bylaws of the corporation shall be amended or otherwise changed or interpreted to be inconsistent with the Declaration. The Declarant, without the consent of any Unit Owner being required, shall have the right to amend the Articles or the Bylaws during the Period of Declarant Control in order to (i) comply with any applicable law if the amendment does not adversely affect the rights of any Unit Owner, (ii) correct any error or inconsistency in the Articles or the Bylaws if the amendment does not adversely affect the right of any Unit Owner , (iii) comply with the requirements or guidelines in effect from time to time of any governmental or quasi-governmental entity or federal corporation guaranteeing or insuring mortgage loans or governing transactions involving mortgage instruments including, without limitation, FNMA, FHLMC, FHA and VA, or (iv) comply with the rules or requirements of any federal, state, or local governmental entity or agency whose approval of the Project, the Plat or the Project Documents is required by law or requested by Declarant. The undersigned, acting as incorporator of a nonprofit corporation under the Idaho Nonprofit Corporation Act, Chapter 3, Title 30, Idaho Code (“Act”), adopts the following Articles of Incorporation: DATED this ____ day of _____________, 2019. James Hirrlinger STATE OF IDAHO ) ) ss. County of ADA ) On this _____ day of ________________, 2019, before me, a Notary Public, personally appeared James Hirrlinger, known or identified to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY PUBLIC FOR IDAHO My Commission Expires: