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HomeMy WebLinkAbout2000-05-04 Articles of Incorporation of WINN Business Center Owners Association - UNSIGNEDARTICLES OF INCORPORATION OF WINN BUSINESS CENTER OWNERS ASSOCIATION The undersigned, being of full age, for the purpose of organizing a nonprofit corporation under the Minnesota Nonprofit Corporation Act, and acts amendatory thereto, does hereby adopt, sign and acknowledge the following Articles of Incorporation, ARTICLE I. NAME The name of the corporation is Winn Business Center owners Association hereafter called the "Association." ARTICLE II. REGISTERED OFFICE The registered office of the Association is located at 11255 50 Street North, Labe Elmo, Minnesota 55042. ARTICLE III. PURPOSE AND POWER The specific purpose for which this Association is formed is to provide for the repair and maintenance of the bituminous area on Lots 1 through 6, inclusive, Block 1, WATE Addition, used in common for the purposes of ingress, egress and parking and for this purpose to: a. Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Cross Easements made by W.A.T.E. Enterprises, Inc. dated May , 2000, creating an easement over the bituminous area of Lots I through 6, inclusive, Block 1, WATE Addition, recorded or to be recorded in the office of the County Recorder in and for Washington County, Minnesota, and as the same may be amended from time to time as therein provided; b. Fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; 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 unposed against the property of the Association; C. Have and exercise any and all powers, rights and privileges which a corporation organized under the Nonprofit Corporation Law of the State of Minnesota by law may now or hereafter have or exercise; ARTICLE IV. MEMBERSHIP Every owner of a Parcel subject to assessment, except as herein provided to the contrary, shall be entitled and required to be a member of the Association. If title to a Parcel is held by more than one person, each of such persons shall be a member. An Owner of more than one Parcel shall be entitled to one membership for each such Parcel. Each such membership shall be appurtenant to the Parcel upon which it is based and shall transfer automatically by voluntary or involuntary conveyance of the title of that Parcel. No person or entity other than an owner or Declarant may be a member of the Association, and a membership in the Association may not be transferred except in connection with the transfer of title to that Parcel. ARTICLE V. NO PECUNIARY GAIN; PROHIBITED ACTIVITIES The Association does not and shall not afford pecuniary gain, incidentally or otherwise, to its members, directors, or officers, nor shall any part of the net earnings of the Association in any way inure to the private benefit of any such member, director or officer of the Association, or to any private shareholder or individual except as permitted by Section 52 s(c)( 1 )(D) of the Internal Revenue Code, and except that the Association shall be authorized to make reasonable allowance and payment for actual expenditures incurred or services rendered for or on behalf of the Association.. .ARTICLE VI. VOTING RIGHTS Members shall be all owners of Parcels and shall be entitled to one vote for each Parcel owned. When more than one person holds title to any Parcel, all such persons shall be members. The vote for such Parcel shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any one Parcel. There can be no split vote. Prior- to or at the time of any meeting at which a vote is to be taken, each co- -owner or other person entitled to a vote at such meeting shall file with the Secretary of the Association the name of the voting co- owner or other person entitled to vote at such meeting, unless such co -owner or other person has filed a general voting authority with the Secretary applicable to all votes until rescinded. ARTICLE VII. BOARD OF DIRECTORS a. The number of Directors constituting the first Board of Directors is two, their names and addresses being as follows: Name Address William Zintl 1125550 th Street North Lake Elmo, MN 55042 t h Ann M. zintl 11255 50' Street North Lake Elmo, MN 55042 b. Said Directors shall serve until the first annual meeting of the members and until their successors have been duly elected and qualified, unless said Directors sooner resign. C. After the expiration of the term of the First Board of Directors, the affairs of this Association shall be managed by a Board of three (3) Directors, a majority of whom shall be members of the Association. The number of Directors may be changed by amendment of the Bylaws of the Association. At the first annual meeting, the members shall elect one (1) Director for a term of one year, one (1) Director for a term of two years and one (1) Director for a term of three years; and at each annual meeting thereafter the members shall elect Director(s) for a term of three years to fill the vacancies created by expiring terms. There shall be no limit on the number of times a Director may serve. d. officers shall be elected as provided for in the Bylaws. ARTICLE vfil. INCORPORATOR. The names and address of the incorporator of the Association is. Name Address William Zintl 1125550 th Street North Lake Elmo, MN 55042 ARTICLE IX. NO STOCK The Association is organized upon a non -stock basis. ARTICLE X. PERSONAL LIABILITY OF MEMBERS The members of this Association shall have no personal liability for obligations of the Association. ARTICLE XI. DISSOLUTION The Association may be dissolved with the assent given in writing and signed by not less than 75% of each class of members. ARTICLE XII. DURATION The duration of the corporate existence shall be perpetual. ARTICLE XIH. AMENDMENTS Amendment of these Articles shall re the assent of 75% of members. IN WITNESS WHEREOF, the undersi has hereunto set his hand this da of .2000. William Zintl STATE OF MINNESOTA )ss. COUNTY OF WASHINGTON) The fore instrument was acknowled before me this da of 2000 b William Zintl Notar Public Drafted b William Zintl 1125550th Street North Lake Elmo, NiN 5 5 042