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ARTICLES OF INCORPORATION OF

LAKE NORTHWOODS ESTATES PROPERTY OWNERS ASSOCIATION, INC.


ARTICLE I
NAME
The name of the Corporation is LAKE NORTHWOODS ESTATES PROPERTY OWNERS
ASSOCIATION, INC., hereafter called the Association.
ARTICLE II
REGISTERED OFFICE
The registered office of the Association is located at Gasconade County, Missoui.
ARTICLE III
REGISTERED AGENT
Michael Mundwiller, whose address is Route 28, Owensville, Gasconade County, Missouri
65066, is hereby appointed the registered agent of the Association.
ARTICLE IV
INCORPORATORS
The names and addresses of the incorporators are as follows:
Name

Address

Ronald Ragland

P.O. Box 324, Rancho Santa Fe, California 92067

Robert Tayloe

3021 Lake Northwoods Road, Owensville, Missouri


65066

Robert Schlottach

2988 Lake Northwoods Road, Owensville, Missouri


65066
ARTICLE V
DEFINITIONS

The terms Association, Public Area, Lot Owner, and Property as used in these
Articles of Incorporation shall have the meanings set forth in the Amended and Restated Conditions,
Restrictions, and Provisions of Subdivision Known as the Lake Northwoods Estates, relating to the
subdivision know as Lake Northwoods Estates originally known as Conditions, Restrictions, and
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Provisions of Subdivision Known as the Lake Northwoods Estates, recorded in Book 113, Page 174
Of the Recorders office of Gasconade County, Missouri and which was changed and/or amended
by recorded instrumented recorded August 21st , 1995 in book 295, Page 299 of the Recorders Office
of Gasconade County, Missouri , and which is being amended and restated immediately following or
consecutively herewith. The restrictions described in this paragraph and subsequent amendments
thereto shall be referred to as the Restrictions. The term Company shall mean North Woods
Estates, Inc. The term Property shall mean all property subject to the Restrictions referenced
Herein.
ARTICLE VI
PURPOSES AND POWERS OF THE ASSOCIATION
The Association shall not operate for pecuniary gain or profit, shall not issue capital stock,
and no part of the net earnings of the Association shall inure to the benefit of any member or
individual (except that reasonable compensation may be paid for services rendered), and the specific
purposes for which it is formed are to provide for: (i) the use, improvement, maintenance, operation
and repair of the Public Areas located in the Property including improvements and amenities
located on the Public Areas; (ii) the establishment of rules and regulations for the use of the Public Areas
including any improvements and amenities located on the Public Areas; (iii) the distribution among the
Lot Owners of the Property of the costs of the use, improvement, maintenance and repair
of the Public Areas including any improvements and amenities located on the Public Areas; and (iv)
the promotion of the health, safety, pleasure, recreation and welfare of the residents of the Lots within
the Property. In furtherance of these purposes, the Association (by action of its Directors unless
otherwise noted in these Articles of Incorporation or in the Restrictions) shall have full power to:
(a) Exercise all of the powers and privileges and to perform all of eh duties and obligations
of the Association as set forth in the Restrictions as the same may be amended from time to time as
provided in the Restrictions, the Restrictions being incorporated in these Articles by reference as if
set forth at length;
(b) Fix, levy, collect and enforce payment by any lawful means of all charges or assessments
pursuant to the Restrictions to pay all expenses in connection with the Restrictions and all office and
other expenses incident to the conduct of the affairs of the Association, including all licenses, taxes
or governmental charges levied or imposed against the property of the Association;
(c) Acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate,
maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal
property in connection with the affairs of the Association, subject, however, to the requirements of
the Restrictions.
(d) Borrow money and, with the assent of two-thirds (2/3) of the votes of members of the
Association, mortgage, pledge, convey by deed of trust, or hypothecate any or all of its real or
personal property as security for money borrowed or debts incurred;
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(e) Dedicate, sell or transfer all or any part of the Public Area actually owned by the
Association to any public agency, authority, or utility subject, however, to the requirements of the
Restrictions and to such conditions as maybe agreed to by the members;
(f) Participate in mergers and consolidations with other nonprofit corporations organized for
the same purposes or annex additional property and open space, provided that, except as otherwise
provided in the Restrictions, any such merger, consolidation or annexation shall have the assent of
two-thirds (2/3) of the votes of the members; and
(g) have and to exercise any and all powers, rights and privileges which a nonstick
corporation organized under The General Not for Profit Corporation Law of the State of Missouri
by law may now or hereafter have or exercise.
ARTICLE VII
MEMBERSHIP RIGHTS
Every Lot Owner shall be a member of the Association subject to the ability of the Association
to restrict membership privileges as described in the Restrictions for nonpayment of assessments.
Membership shall be appurtenant to and may not be separated from ownership of any Lot.
The membership rights of any member may be suspended by the action of the Board of Directors
if the member has failed to pay when due any assessment or charge lawfully imposed upon him or her
or any property owned by him or her, of if the Member, his family, his tenants, or guests of any of
them, shall have violated any rule or regulation of the Board regarding conduct or the use of any
property.
ARTICLE VIII
VOTING RIGHTS
Except as may be modified or limited by the Restrictions, all members of the Association shall
be Lot Owners and each member shall be entitled to one vote. When more than one person holds an
interest in any Lot, all such persons shall be members, however, for purposes of a quorum they shall
be treated as a single member. The votes for such Lot shall be exercised as they determine, but in to
event shall more than one vote be cast with respect to any Lot. In the event that an Owner owns
more than one Lot, whether in whole or in part, directly or indirectly (i.e., as an individual, partner,
limited partner, shareholder, member, etc.), such Owner shall only be entitled to one (1) vote
regardless of the number of Lots owned by them.
ARTICLE IX
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a Board of Directors, who shall be
members of the Association. The number of Directors (except for the first Board of Directors shall
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Be as provided in the Bylaws of the Association, which numbers may be changed by amendments of the
Bylaws, but in no event shall the number of directors be less that three (3) nor more than seven (7),
Notwithstanding provisions of the Bylaws which apply to the election of Directors, North Woods
Estates, Inc. or its successor shall, as long as it retains any unsold lot or lots in the subdivision,
reserve the right to be represented on said Board of Directors by any one member appointed by it and
this right cannot be terminated or eliminated by amendment hereof without the consent of North
Woods Estates, Inc. or its successor. The names and address of the persons who are to act in the
capacity of Directors of the Association until the selection of their successors are:
Ronald Ragland
Robert Tayloe
Robert Schlottach
Initial Director Ronald Ragland shall be deemed a representative of Lake Northwoods Estates, Inc .
as successor to North Woods Estates, Inc. These Directors shall serve the terms which would
correspond to the remaining term of the Trustees under the Restrictions as in effect on the day of this
document is executed. Their successors shall be elected in accordance with the By-Laws of the
Association.
ARTICLE X
DISSOLUTION
The Association may be dissolved with the assent given in writing and signed by the holders
of not less that two-thirds (2/3) of the members. 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
conveyed and assigned to any nonprofit corporations, associations, trust or other organizations to be
devoted to similar purposes.
ARTICLE XI
DURATION
The Association shall exist perpetually.
ARTICLE XII
AMENDMENT
Amendment of these Articles shall require the assent of the holders of a majority of the votes
of members present in person or by proxy at the meeting at which the vote is taken. Anything set
forth above in the Article XII to the contrary notwithstanding, the Company shall have the absolute
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Unilateral right, power and authority to modify, revise, amend or change any of the terms or
provisions of these Articles of Incorporation all as from time to time amended or supplemented.
However, this unilateral right, power and authority of the Company may be exercised if and only if
either the Veterans Administration or the Federal Housing Administration or any other governmental
or quasi-governmental agency or authority having jurisdiction of the Association or Company with
regard to such matters shall require such action as a condition precedent to the approval by such
agency of the United States of all or any portion of the Property or any Lots for federally approved
mortgage financing purposes under applicable Veterans Administration, Federal Housing
administration or similar programs. If the Veterans Administration or the Federal Housing
Adminstration or any successor agencies thereto approve all or any portion of the Property or any
Lot for federally approved mortgage financing purposes.
IN WITNESS WHEREOF, we have hereunto set our hands this _______________ day of
________________, 2001.

Date:__________________

_______________________________
Robert Tayloe

State of Missouri
County of _____________________

)SS

I, ________________________________, a Notary Public, do hereby certify that on the_____


day of _______________________2001, personally appeared before me Robert Tayloe, who, being
by me first duly sworn, declared that they are the persons who signed the foregoing documents as
Incorporator, and that the statements therein contained are true.
_____________________________________
Notary Public

My commission expires:_________________________________

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