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HomeMy WebLinkAboutArticles - Waterfall Townhomes - 6.12.25 ARTICLES OF INCORPORATION OF WATERFALL TOWNHOMES OWNERS ASSOCIATION An Idaho Non-Profit Corporation (Pursuant to the provisions of Idaho Code § 30-30-101 et seq.) I, the undersigned natural person, being of the age of eighteen years or more, acting as Incorporator under the Idaho Non-Profit Corporation Act, Idaho Code § 30-30-101 et seq. (“Nonprofit Act”), adopt the following Articles of Incorporation for such Corporation. Unless otherwise noted herein, capitalized terms shall have the same meaning and effect as used in the Declaration of Covenants, Conditions, and Restrictions for Waterfall Townhomes (the “Declaration”), as may be amended from time to time, on record with the Madison County Recorder. ARTICLE I NAME The name of this Corporation is the Waterfall Townhomes Owners Association, Inc. (“Corporation”). ARTICLE II DURATION The duration of this Corporation shall be perpetual. ARTICLE III PURPOSE The Corporation is organized exclusively for non-profit purposes, and the specific purposes for which the Corporation is organized are to provide for the maintenance, preservation, and architectural control of the residential development located in Madison County, State of Idaho, known as Waterfall Townhomes as shown on the official plat(s) recorded in the office of the Madison County Recorder; collect and disburse the assessments and charges provided for in the Declaration and Bylaws; administer, enforce, and carry out the terms, covenants, and restrictions of the Declaration and the provisions of the Bylaws; have and to exercise any and all powers, rights, and privileges which a corporation organized under the Nonprofit Act may now or hereafter have or exercise; and generally provide for and promote the health, safety, and welfare of the Corporation’s Members. ARTICLE IV MEMBERS & VOTING The Corporation shall have Members. The Corporation will not issue shares evidencing membership. All lot owners in the Project shall be members of the Corporation. The terms and conditions of membership and voting will be set forth in the Declaration and Bylaws of the Corporation. ARTICLE V BOARD OF DIRECTORS The business and affairs of the corporation shall be managed, and its corporate powers shall be exercised, by a Board of Directors. The Bylaws and the Declaration set forth the powers and duties of the Board of Directors and contain other provisions governing and regulating the Board of Directors. Pursuant to Idaho Code § 30-30-603, the Board of Directors will initially consist of three (3) directors. The number of directors may be amended from time to time as set forth in the Bylaws or Declaration, but in no event shall the Board of Directors consist of less than three (3) directors. The names and addresses of the individuals who are to serve as the initial directors of the corporation are as follows: Name: Address:  Name: Address:  Name: Address:   ARTICLE VI OFFICERS The Board of Directors is authorized to elect and appoint officers and agents of the Corporation as shall be necessary and appropriate. Such officers and agents shall hold office until their successors are duly elected or appointed and qualified, or until they are removed or they resign. All officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the affairs of the Corporation as may be provided in these Articles of Incorporation, the Bylaws, the Declaration, or as may be determined by resolution of the Board of Directors, so long as such resolution is not inconsistent with these Articles of Incorporation, the Bylaws, or the Declaration. ARTICLE VII CORPORATION POWERS The Corporation shall have such powers and authority as are provided by the Nonprofit Act and other applicable laws and acts. Specifically, the Corporation shall have power and authority to sue or be sued and defend the Corporation’s name; maintain a corporate seal; receive gifts, devises, or bequests for personal and real property; to purchase or lease personal or real property and to otherwise acquire, hold, improve, use, and possess the same; to convey, mortgage, pledge, lease, exchange, transfer, bargain, or otherwise dispose of any or all of its property and assets; to secure and acquire loans in the name of the Corporation; to conduct its normal and ordinary affairs, transact business, and carry on operations with such offices as are necessary; to elect directors to the Board, and to appoint officers and agents of the Corporation and to define their duties, by bylaw or otherwise; to indemnify any Director, officer, or agent of the Corporation for expenses actually and necessarily incurred in furthering the activities and operations of the Corporation or in defense of any litigation or action in which any said Director, officer, or agent is made a party; and to exercise all other powers necessary and reasonably convenient to effect any and all of the purposes for which the Corporation is now authorized or hereafter may be authorized by the laws of the United States and the State of Idaho. ARTICLE VIII LIMITATIONS ON DISPOSITION OF EARNINGS AND ASSETS The Corporation’s objectives are not for pecuniary profit and no part of the net earnings of the Corporation, if any, shall inure to the benefit of any Director, officer, or Member of the Corporation or any other individual, and no Director, officer, or Member of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution or liquidation of the Corporation. Notwithstanding any other provision of these Articles of Incorporation to the contrary, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income taxes under Section 501(c) of the Internal Revenue Code. ARTICLE IX BYLAWS Provisions for managing the business and regulating the affairs of the Corporation shall be set forth in the Declaration and/or Bylaws recorded against each lot in the project in the office of the Madison County Recorder. The Declaration and Bylaws may be amended from time to time pursuant to the terms therein. ARTICLE X DISSOLUTION The Corporation may be dissolved only upon the termination of the Declaration in accordance with the terms thereof and with the assent given in writing and signed by Members holding not less than one hundred percent (100%) of the voting interests of the Corporation, or as otherwise required by law. Upon dissolution, the assets of the Association shall be divided among all the Members as provided in the Declaration or otherwise required by law. ARTICLE XI LIABILITY The Board of Directors, officers, employees, and Members of this Corporation shall not be liable, either jointly or severally, for any obligation, indebtedness, or charge against the Corporation to the maximum extent allowed by and consistent with the terms of the Idaho Nonprofit Corporation Act, specifically §§ 30-30-626 and 30-30-626. This provision shall apply to former Directors, officers, employees, and Members, including, without limitation, those appointed by the Declarant. ARTICLE XII INDEMNITY OF DIRECTORS AND OFFICERS AND COMMITTEE MEMBERS The Corporation shall indemnify its directors and officers and committee members, or former directors and officers and committee members against all expenses, claims, and losses to the maximum extent permitted by law, and shall advance expenses incurred by such directors, officers, and committee members, as referenced in § 30-30-626 of the Nonprofit Act, as the same may be amended from time to time, to the maximum extent permitted by law. Such indemnification shall not be deemed exclusive of any or all other rights to which those indemnified may be entitled, under the Declaration or Bylaws, or other law, agreement, vote, or otherwise. ARTICLE XIII INCORPORATOR The name and address of the Incorporator is: Akaroa Properties, LLC [Address] ARTICLE XIV REGISTERED OFFICE AND AGENT The Corporation’s Registered Agent and the address of the Corporation’s registered office shall be: [Name] [IDAHO Address] Such office may be changed at any time by the Board of Directors without amendment to these Articles of Incorporation. ARTICLE XV PRINCIPAL ADDRESS The Corporation’s principal address shall be: [Address] ARTICLE XVI MISCELLANEOUS Amendment. During the period that the Declarant appoints the entire Board of Directors as described in the Bylaws, these Articles may be amended by a majority vote of the Declarant Appointed Directors, in their sole discretion. Following such period, Amendments to these Articles must be authorized and approved by at least sixty-seven percent (67%) of the voting interests of the Corporation. Any amendment so authorized and approved shall be accomplished in conformity with the Nonprofit Act and other applicable laws. Interpretation. The captions preceding the various portions of these Articles are for convenience and shall in no way affect the manner in which any provision hereof is construed. Whenever the context so requires, the singular shall include the plural, the plural shall include the singular, the whole shall include any part thereof, and any gender shall include both genders. The invalidity or unenforceability of any provision contained in these Articles shall not affect the validity or enforceability of the remainder hereof. These Articles should be read in light of the provisions of the Declaration and construed so as to effect the purposes of both instruments. In the event of a conflict between the provisions of these Articles and the provisions of the Declaration, the provisions of the Declaration shall prevail. ARTICLE XVII CERTIFICATION In Witness Whereof, ________________________ has executed these Articles of Incorporation on behalf of the Corporation this ____ day of ____________, 2025 and says: I am authorized to execute these Articles, which I have read and know of the contents thereof, and that the same are true to the best of my knowledge and belief. Akaroa Properties, LLC - Incorporator