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Articles of Incorporationm GATEWAY ORCHARD VILLA ESTATES KNOW ALL MEN BY THESE PRESENTS: The undersigned hereby adopt the following Articles of Incorporation pursuant to the Montana Nonprofit Corporation Act: ARTICLE I. - NAME A. The name of the Corporation is: 1 0. ..i B. Classification: This shall be deemed a mutual benefit corporation. This Corporation shall have perpetual existence. The purposes for which this Corporation is organized are: A. Exercise the powers, through the Board of Directors, as given to the Homeowner's association under the Declaration of Covenants and Declaration filed in the records of Flathead County, Montana and to care for the common areas of the development. B. To engage in any and all other activities authorized by the Montana Nonprofit Corporation Act and the Internal Revenue Code and Regulations as from time to time amended or modified. C. The foregoing clauses shall be construed both as purposes and powers and shall not be held to limit or restrict in any manner the general powers of the corporation and the enjoyment and exercise thereof, as conferred by the laws of the State of Montana; and it is the intention that the purposes and powers specified in each of the paragraphs of this Article III shall be regarded as independent purposes and powers. ARTICLE IV. - MEMBERSHIP AND VOTING A. The membership of the corporation shall be each owner of a unit as the term is used in Declaration of Covenants above referenced and the developer as named therein. B. Until such time as the developer has sold 2/3rds of the unit in the subdivision, he shall be entitled to two votes for each unit owned by him. C. As to all unit owners except the developer during the time clause B above is operating, there shall be one vote cast for each unit irrespective of the number of owners and should co -owners disagree, they shall cast fractional votes determined by the percentage of ownership of the unit as determined by public record. Should the public record not be specific then each owner will be presumed to have equal ownership with his co -owners. Each unit is deemed to be of equal value. D. No contract seller or mortgagee shall be considered an owner. ARTICLE V - INITIAL OFFICER AND AGENT The addresses of this corporation's initial registered office and the name of its initial registered agent at such address is: Agent: Frank Strickland Office: P. 0. Box 524 Lakeside, MT 59722 K "Ir �&Jsa 0. A. The initial number of directors who shall be elected after the approval of this Corporation shall be three (3). B. In addition, the number of directors may be increased by an amendment to the By -Laws to not more than five (5). C. So long as the Developer as stated in the above referenced Declaration, shall own any unit, the developer will be entitled to name one member of the Board of Directors, except that until the developer has sold 2/3rds of the units, he shall be entitled to name the majority of the membership of the Board. ARTICLE VII - INDEMNIFICATION No officer or Director shall be personally liable for any obligations of the Corporation or for any duties or obligations arising out of any acts or conduct of said officer or Director performed for or on behalf of the Corporation. The Corporation shall and does hereby indemnify and hold harmless each person and his heirs and administrators who shall serve at any time hereafter as a Director or officer of the Corporation from and against any and all claims, judgments and liabilities to which such person shall become subject by reason of his having been a Director or officer of the Corporation, or by reason of any action alleged to have been taken or omitted to have been taken by him as such director or officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by him in connection with the defense or payment of any such claim or liability; this shall include the duty or power to defend such 3 person from all suits or claims as provided for under the provisions of the Montana Business Corporation Act; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his own criminal, intentional or willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which he may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The Corporation, its Directors, officers, employees and agents shall be fully protected in taking any action or making any payment, or in refusing so to do in reliance upon the advice of counsel. The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnifica- tion may be entitled under any By -Law, agreement, vote of stock- holders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such officer, and shall continue after such person has ceased to be a director, officer or employee, and shall inure to the benefit of the heirs, executors and administrators of such person. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was serving at the request 4 of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, either or not the corporation would have the power to indemnify him against such liability under these provisions or of the Montana Business Corporation Act. The right of any person to be indemnified shall be subject always to the right of the Corporation by its Board of Directors, in lieu of such indemnify, to settle any such claim, action, suit or proceeding at the expense of the Corporation by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith. P.1 Ity 0 4 W fflfflcz��* �-* 10 The name and address of the incorporator of this Corporation is Frank Strickland, P. O. Box 524, Lakeside, MT 59922 ARTICLE IX - DISSOLUTION In the event of the dissolution of this corporation, the powers and duties shall be governed by the covenants for the subdivision which the Homeowner's Association is governed and, in particular, all common property shall be divided equally among the members units along with all obligations and, in dissolution the corporation shall execute such documents as are necessary to complete the foregoing. 0 DATED this day of 1993. 410oz— Incorporator 9 STATE OF MONTANA ) :ss. County of Flathead ) On this 23 r day of it.AIE , 1992, before me, the undersigned, Notary Public for the State of Montana, personally appeared Frank Strickland, known 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 Notarial Seal the day and year in this certificate first above written. NOTARY PUBLIC forr the State of Montana Residing at Kalispell, Montana My Commission Expires: n