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HomeMy WebLinkAboutCarriage Hill HOA IncorporationARTICLES OF INCORPORATION OF CARRIAGE HILL HOMEOWNERS ASSOCIATION, INC. In compliance. with the requirements of Minnesota Statutes Chapter 317A, the · undersigned, who is a resident of the State · of Minnesota and is of full age, has this day voluntarily associated for the purpose of forming a corporation not for profit and does certify: ARTICLE I NAME The name of the corporation shall be CARRIAGE HILL HOMEOWNERS ASSOCIATION, INC. (hereinafter referred to as the "Association"), and its duration shall be perpetual. ARTICLE 11 PURPOSE The purpose of the Association is to operate and maintain the Private Roadway, easement areas and the improvements located therein, and Common Areas, if any, all in a single family development ("Single Family Community"), upon certain land in the City of Orono, County of Hennepin, State of Minnesota, legally described in the attached Exhibit "A", and to exercise all the powers and privileges and to perform all of the duties and obligations of the. Association as defined and set forth herein, and in that certain Carriage Hill Declaration of Protective Covenants, Conditions, Restrictions and Easements (the "Declaration"), recorded at the Registrar/Recorders Office in Hennepin County, Minnesota. ARTICLE III NO PECUNIARY GAIN The Association shall not afford pecuniary gain, incidentally or otherwise, to its members, directors or officers. No part of the net earnings of the Association shall inure to the benefit of any member, director, officer or individual, 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 Article fl hereof. No substantial part of the activities of the Association shall constitute the carrying on of propaganda or of attempting to influence legislation, and the Association shall not participate or intervene in any political campaign on behalf of any candidate for public office, nor shall the Association engage in any transaction or carry on any other activity not permitted to be carried on by a management association exempt from federal income tax under Section 528 of the Internal Revenue Code ( or the corresponding provision of any future United States Internal Revenue Law). 1 ARTICLE IV POWERS The powers of the Association shall include and be governed by the following provisions: Section 1. Common Law and Statutory Powers. The Association shall retai:il the powers and duties granted it by common law, Minnesota Statutes and local ordinances including, but not limited to, the promulgation of rules, and the execution of contracts on behalf of the Association that are not in conflict with the terms of these Articles and the Declaration. Section 2. Necessary Powers. The Association shall have all of the powers reasonably necessary to implement its purpose, including, but not limited, to the following: (a) To exercise all of the powers and privileges and to perform all the duties and obligations of the Association as set forth in the Declaration as the same may be amended from time to time as therein provided, the Declaration being incorporated herein as if set forth at length; (b) To maintain, manage and administer the affairs and property of the Association, in accordance with the provisions of the Declaration and the Bylaws of the Association; (c) To fix, levy, collect and enforce payment by any lawful means, all charges, assessments or fines pursuant to the terms of the Declaration and to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association, and to use the proceeds of Assessments in the exercise of its powers and duties; (d) To contract for and employ persons, firms or corporations to assist in the management, operation, maintenance and administration of the Single Family Community and the Association; (e) To make and enforce reasonable regulations concerning the use and enjoyment of the Single Family Community; To acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate and maintain, real or personal property in connection with the affairs of the Association, and to sell, convey, assign, mortgage, lease or otherwise encumber or dispose of the real and personal property, and to borrow money or issue evidence of indebtedness in furtherance of any or all of the foregoing objectives; (g) To engage in such other lawful activities as may be to the mutual . benefit of the Members and their property; 2 (h) To participate in mergers, consolidations or contracts with other nonprofit corporations organized for the same purposes, provided that such additional consent required by the Declaration is obtained; (i) To have and exercise any and all powers, rights and privileges that a corporation organized under the Nonprofit· Corporation Act of the State of Minnesota by law may now or hereafter have or exercise consonant with the Declaration, Bylaws and these Articles; j) To make and amend By-Laws for the Association and regulations affecting the Single Family Community; and (k) To pay all taxes and other assessments which are liens against the Private Roadway; and (1) To provide for management and maintenance and to authorize a management entity to assist the Association in carrying out its powers and duties by performing such functions as the collection of Assessments, preparation of records, enforcement of rules and maintenance of the Private Roadway, and other Common Elements. Section 3. Funds and Title to Properties. All funds and title to all Properties acquired by the Association and the proceeds thereof shall be held for the benefit of the Members in accordance with the provisions of the Declaration. No part of the income, if any, of the Association shall be distributed to the Members, Directors, or Officers of the Association. Section 4. Limitations. The powers of the Association shall be subject to and exercised in accordance with the provisions of the Declaration and Bylaws. ARTICLE V MEMBERSHIP Section 1. General. The Association shall have one class of membership. Every person or entity who is a record owner of a fee or undivided fee interest in any lot that is subject to assessment by the Association, including the Declarant, shall become a member of the Association ("Member") and all rights incident thereto shall "vest" upon acquisition of fee simple title to any Lot or Dwelling, by filing a deed therefor in the offices of the Hennepin County Recorder or Registrar of Titles (whichever is appropriate). The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation unless and until such mortgagee has acquired title pursuant to foreclosure of said mortgage or proceedings or deed in lieu of foreclosure, and the period in which the fee owner may redeem from such foreclosure has terminated. Membership shall continue until su.ch time as the 3 Member transfers or conveys his or her interest of record or the interest is transferred or conveyed by operation of law, at which time membership, with respect to the Lot or Dwelling conveyed shall automatically be conferred upon the transferee. Where any such Lot is being sold by the fee owner to a contract vendee, the contract vendee shall be considered the owner of the Lot if (i) the rights of the contract vendor hereunder are delegated to the vendee under such contract for deed; and (ii) the vendee shall furnish proof of such delegation to the Association. · Membership shall be appurtenant · to and may not be separated from ownership of any Lot that is subject to assessment by the Association. Upon vesting of the voting rights, each Member shall be entitled to one (1) vote for each Lot or Dwelling owned. Section 2. Suspension of Voting Rights of Members. The right of any Member to vote shall be suspended during any period in which any Member shall be delinquent in the payment of any assessment levied by the Association. Such rights may be suspended, after notice and hearing, for a period not to exceed sixty (60) days for any infraction of any rules or regulations published by the Association. ARTICLE VI REGISTERED AGENT AND REGISTERED OFFICE The name of the initial registered agent shall be Steven R. Bohl, and the address of the initial registered office of the Association shall be 420 Upland Lane North, Plymouth, MN 55447. The Association shall have the right to designate subsequent registered agents without amending these Articles of Incorporation .. ARTICLE VII INCORPORATOR The name and address of the incorporator of the Association is: Steven R. Bohl Address 420 Upland Lane North Plymouth, MN 55447 ARTICLE VIII BOARD OF DIRECTORS Section 1. Management. The management of the business of the Association shall be vested in a board of directors. The number, qualifications, term of office, method of election, powers, authorities, and duties of the directors, the time and place of their meetings, and such other provisions with respect to them as are not inconsistent with t.he express provisions 4 of these Articles of Incorporation shall be as specified in the Bylaws of the Association. The initial Board of Directors shall be: 1. 2. 3. Steven R. Bohl Matt· Idema Richard Bohl Section 2. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if authorized by a writing or writings signed by the number of directors that would be required to take the same action at a meeting of the board of directors at which all directors were present; provided that when action is taken by less than all directors, all directors must be notified immediately of its text and effective date; and provided further that the written action shall be effective when signed by the required number of the directors, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action is not liable for the action. ARTICLE IX NO PERSONAL LIABILITY The directors and officers of the Association shall not be personally liable for the acts, debts, liabilities, or obligations of the Association to any extent whatsoever; nor shall any of the property of the directors or officers of the Association be subject to the payment of any debts or obligations of the Association. ARTICLE IX DISSOLUTION The Association may be dissolved by a vote of the Members entitled to cast eighty percent (80%) of the votes. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes. No such disposition of Assodation properties shall be effective to divest or diminish any right or title of any Member vested in him or her under the Declaration unless made in accordance with the provisions of such Declaration. 5 ARTICLE X AMENDMENTS These Articles may be amended during the first 20-year period at a regular or special . meeting of the Members by a vote not less than of sixty percent ( 60 % ) of each class of · Members · present in person or by proxy, provided no such amendments shall conflict with the terms of the Declaration or affect the rights of Declarant, without Declarant prior written approval. ARTICLE XI CAPITAL STOCK AND CORPORATE SEAL The Association shall have no capital stock, either authorized or issued, nor shall it have a corporate seal. IN WITNESS WHEREOF, the incorporator has executed these Articles of Incorporation at Hennepin County, Minnesota this ,21 day of Afr:\ , 1999. Incorporator .:. Steven R. Bohl STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) )ss: The foregoing instrument was acknowledged before me this ':>?, ~ay of ~11....- 1999 by Steven R. Bohl. ~ Notary Public MICHAEL T. HOEKSTRA NOTAR'I PUBLIC-MINNESOTA My Commission Expires Jan. 31, 2000 6 EXHIBIT A Legal Description Lots 2, 3, 4, 5, and 6, Block 1; and Outlot C; All in CARRIAGE HILL, according to the recorded plat thereof, Hennepin County, Minnesota. 7 Secretary of State Business Services Division 180 State Office Building 100 Constitution A venue St. Paul, MN 55155-1299 Michael T. Hoekstra Attorney at Law 19075 Easton Road Wayzata, MN 55391-3126 Ph. (612) 473-9374 FAX (612) 476~1767. April 23, 1999 Re: Carriage Hill Homeowner's Association, Inc. (Non-Profit Corporation) Gentlemen: Enclosed for filing please find the following: 1) Articles of Incorporation for Carriage Hill Homeowner's Association, Inc. 2) Check payable to Secretary of State for $70.00 filing fees If the Articles are acceptable for filing, please send the Certificate of Incorporation to me and return the Articles to me after filing. Thank You. MTH:ms Enc. cc: Steven R. Bohl Yours very truly, ~ Michael T. Hoekstra