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2007-07-26 Certificate of Incorporationate of 5~ Minnes ot~ SECRETARY OF STATE CERTIFICATE OF INCORPORATION I, Mark Ritchie, Secretary of State of Minnesota, do certify that: Articles of Incorporation, duly signed and acknowledged under oath, have been filed on this date in the OfficE of tl:le Secretary of State, for the incorporation of the following corporation, under and in accordance with the provisions of the chapter of Minnesota Statutes listed below. This corporation is now legally organized under the laws of Minnesota. Corporate Name: ALBERTVILLE MARKETPLACE ASSOCIATION, INC. Corporate Charter Number: 2448316-2 Chapter Formed Under: 317A This certificate has been issued on 07/26/2007. ~~'j0 :SHE S?" ,y y, • ~,Sp1L E•D G`.1 \ ~~ ~~,' j ~ • ~; ~ - __ - (~ rte' = ~ - ~ yp , ,. G;~~~ Secretary of State. IIIN INII INII IIIII VIII IBII IIIN NIII ilal IIII IIII IIII IIII 24483160002 n~~ P ~i ARTICLES OF INCORPORATION OF ALBERTVILLE MARKETPLACE ASSOCIATION, INC. The undersigned, being of full age, for the purpose of organizing a nonprofit corporation under tie Minnesota Nonprofit Corporation Act, Chapter 317A of the Minnesota Statutes, and all future laws amendatory thereof and supplementary thereto, does hereby adopt, sign and acknowledge the following Articles of Incorporation. ARTICLE 1. The name of the corporation is ALBERTVILLE MARKETPLACE ASSOCIATION, INC. (the "Corporation") ARTICLE 2. PURPOSES AND POWERS This Corporation is formed for the purpose of constituting and acting as the association of Lot owners, and the specific purposes for which it is formed is to provide for access to and preservation and architectural control of the commercial Lots within that certain tract of property described in the Declaration referenced herein, and to promote the health, safety and welfare of the Owners within the above-described property and any additions thereto as may hereinafter be brought within the jurisdiction of this Corporation and for this purpose to: (a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Corporation set forth in that certain Declaration of Covenants, Conditions, Restrictions and Easements of Albertville Marketplace, LLC (the "Declaration") applicable to the property described as Lots 1, 2, 3 and 4, Block I, and Outlots A, B and C, Albertville Marketplace, Wright County, Minnesota, and recorded or to be recorded in the office of the County Recorder, Wright County, Minnesota, as the same may be amended from time to time; (b) fix, levy, collect and enforce payment of, by any lawful means, all charges or assessments pursuant to the terms of the Declazation; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Corporation, including all licenses, taxes or governmental charges levied or imposed against the property of the Corporation; (c) participate in mergers and consolidations with other non-profit corporations organized for the same purposes; and (d) to exercise such other powers which aze consistent with the foregoing purposes and which are afforded to the Corporation by the Minnesota Nonprofit Corporation Act and any further laws amendatory thereof and supplementary thereof. All funds acquired by the Corporation and the proceeds thereof, shall be held for the benefit of the members of the Corporation in accordance with the provisions of the Declaration. ARTICLE 3 NO PECUNIARY GAIN The Corporation is organized as a nonprofit corporation. The Corporation shall in no way, directly or indirectly, incidentally or otherwise, afford pecuniary gain to any of its members, directors or officers, nor shall any part of the net earnings of the Corporation in any way inure to the private benefit of any such member, director, or officer of the Corporation, or to any private shareholder or individual except as permitted by Section 528(c)(1}(D) of the Internal Revenue Code, and except that the Corporation shall be authorized to make a reasonable allowance and payment for actual expenditures incurred or services rendered for or on behalf of the Corporation, including the services of an officer or director. ARTICLE 4. DURATION The corporation shall exist perpetually. ARTICLE 5. REGISTERED OFFICE The location of the Registered Office of the Corporation shall be 501 East South Street, Belle Plaine, Minnesota 56011. The registered agent at such registered office shall be Albertville Marketplace, LLC. ARTICLE 6. INCORPORATOR The name and address of the incorporator of the Corporation is as follows: Ryan N. Boe Larkin Hoffman Daly & Lindgren Ltd. 1500 Vi~ells Fargo Plaza 7900 Xerxes Avenue South Minneapolis, Minnesota 55431 ARTICLE 7. MEMBERS The Corporation may have members, which members, if any, may be divided into one or more classes of members as determined by the Boazd of Directors pursuant to the Bylaws of the Corporation. Unless otherwise determined by the Board of Directors, no class of members shall 2. have voting rights. The Board of Directors may levy dues or assessments, or both, upon the members. ARTICLE 8. BOARD OF DIRECTORS The management and direction of the business and affairs. of the Corporation shall be vested in a Board of Directors, who need not be members of the Corporation. The first Board of Directors shall consist of the following three (3) individuals: Philip A. Morns, Mary Jo Moms and George Daniels. The number, qualification, term of office, method of election, powers,. authority, and duties of the directors of the Corporation, the time and place of their meetings, and such other provisions with respect to them as are not inconsistent with the express provisions of these Articles of Incorporation shall be specified in the Bylaws of the Corporation. ARTICLE 9. DIRECTORS' ACTION An action required or permitted to be taken at a Board of Directors meeting may be taken by written action signed by all of the directors, except that any action, other than an action requiring membership approval, may be taken by written action 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. ARTICLE 10. NO PERSONAL LIABILITY The members, offtcers, and directors of the Corporation shall not be personally liable to any extent whatsoever for the debts or obligations of the Corporation. ARTICLE 11. NO STOCK The Corporation shall have no capital stock. ARTICLE 12. DISSOLUTION The Corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of the Corporation, and after the payment of all liabilities and obligations of the Corporation and all costs and expenses incurred by the Corporation in connection with such dissolution, and subject always to the further provisions of this Article 12, any remaining assets shall be distributed to and among such one or more corporations, associations, trusts, foundations, and institutions that are then in existence, that are organized and operated 3. exclusively for one or more purposes described in the Internal Revenue Code and that are exempt from federal income taxes under the Internal Revenue Code, all in such proportions as shall be determined (1) by the Board of Directors of the Corporation if the dissolution of the Corporation is not required by the laws of the State of Minnesota then in existence to be conducted under court supervision, or (2) by a court of competent jurisdiction if the dissolution of the Corporation is required by the laws of the State of Minnesota then in existence to be conducted under court supervision. Notwithstanding anything apparently or expressly to the contrary hereinabove contained in this Article 12, if any assets are then held by the Corporation in trust or upon condition or subject to any executory or special limitation and if the condition or limitation occurs by reason of the dissolution of the Corporation, such assets shall revert or be returned, transferred, or .conveyed in accordance with the terms and provisions of such trust, condition, or limitation. ARTICLE 13. AMENDMENT These Articles may be amended at a regular or special meeting of the members by a vote of two-thirds of the members present in person or by proxy, provided no such amendment shall conflict with the terms of the Declaration or affect the rights of the Declarant as defined in the Declaration, without the Declarant's prior written approval. ARTICLE 14. NONDISCRIMINATION. The Corporation shall comply with all requirements imposed by any applicable statute prohibiting discrimination on the basis of race, color, sex, religion or national origin, and concerning equal opportunity and employment. a IN WITNESS WHEREOF, the undersigned has hereunto set his hand the ~ ~ day of July, 2007. STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN) ,/ Ry Boe On this G~I~ da of .- Y ~1~ , 2007, personally appeared before me Ryan N. Boe, to me personally known, who eing by me duly sworn, says that he is the person who executed. the foregoing instrument and he acknowledged that he executed the same as his free act and deed. Notary P blic THIS INSTRUMENT DRAFTED BY: LARKIN, HOFFMAN, DALY & LINDGREN, Ltd. 1500 Wells Fargo Plaza 7900 Xerxes Avenue South Bloomington, Minnesota 55431 (952)835-3800 1120862.1 g °®°''. EIJZABETH ANN BUKER NOTARY PUBLIC -MINNESOTA ~' "°' ~ ~0~ ~e+ Jan. 3i, 2011 ~ pAEPA ®ME~NT O~ STS®~~ ~~~~~ S 2.007 ~Ul.. ~. 6 6 ~}, p~ ~ai/GlE3$3~Y 5.