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2004-08-04 Certificate of Corporation - Town Lakes Townhome Association '. fJP ~o f- IIIIIIIIIBIII 9964030002 ARTICLES OF INCORPORATION OF TOWNE LAKES TOWNHOMES HOMEOWNERS ASSOCIATION The undersigned, being of full age and for the purpose of forming a nonprofit corporation under the provisions of Chapter 317 A, Minnesota Statutes, the Minnesota Nonprofit Corporation Act, and laws amendatory thereof, does adopt the following Articles oflncorporation: ARTICLE I NAME The name of the corporation is Towne Lakes Townhomes Homeowners Association, ~ hereinafter called the "Association." ' r ARTICLE II LOCATION The registered office of the Association is located at 3065 Centre Pointe Drive, Roseville, Ramsey County, Minnesota 55113. ~ ARTICLE III PURPOSE AND POWERS OF THE ASSOCIATION The purposes and objects of the Association are to provide for and to administer the operation, management, maintenance and care of CIC Number 79, a Planned Community, Towne Lakes Townhomes (herein called "Towne Lakes Townhomes"), to be established in accordance with the Minnesota Common Interest Ownership Act, upon the following described real property lying and being in the City of Albertville, County of Wright, State of Minnesota, described as follows, to-wit: Lots 12 through 17, inclusive, and Lot 32, Block 2, TOWNE LAKES 4TH ADDITION, Wright County, Minnesota, together with any additions to said Planned Community made in compliance with the terms of its Declaration and to undertake the performance of the acts and duties incident to the administration of the operation and management of the Association in accordance with its terms, provisions, conditions and authorizations, as contained in these Articles of Incorporation and which may be contained in the Declaration establishing Towne Lakes Townhomes, as the same may be amended from time to time, which will be filed in the Office of the County Recorder in and for Wright County, Minnesota, at the time said real property and the improvements now or hereafter situated thereon, are submitted to a plan of Planned Community ownership, said Declaration being incorporated herein as if set forth at length; and to acquire, own, operate, lease, sell, trade and otherwise deal with such property, whether real or personal, as may be August 4, 2004 necessary or convenient in the administration of the operation, management, maintenance, improvement and care of the Common Elements within Towne Lakes Townhornes; and to be a member of Towne Lakes Community Association, Inc. (the "Master Association"), a nonprofit corporation created pursuantto Minnesota Statutes Chapter 317 A and Section 515B.2-121 ( a) of the Minnesota Common Interest Ownership Act, to govern Towne Lakes. In the furtherance of the foregoing purposes, the Association shall have the power and authority to engage in any and all lawful activities that may be reasonably necessary in order to accomplish any of the foregoing purposes, and to do and exercise all other powers and authority now or hereafter conferred upon nonprofit corporations under the laws of the State of Minnesota. ARTICLE IV MEMBERSHIP The membcrship of the Association shall consist of the owners (hereinafter called the "Lot Owners") of the lots (hereinafter called the "Lots") within Townc Lakes Townhomes, Wright County, Minnesota, as defined in and determined by the Declaration. Membership in the Association shall be appurtenant to, and shall not be separated from, Lot ownership in Towne Lakes Townhornes. No property right inheres in membership and memberships are not transferable except in connection with the transfer by members of their respective Lots. ARTICLE V VOTING RIGHTS The votes to be exercised by the members of the Association shall be as allocated by the Declaration and the Bylaws of the Association to the Lots for voting purposes. All Lot Owners of Lots within Towne Lakes Townhomes shall be members of the Association. Where there is more than one Lot Owner of a Lot, the vote allocated to that Lot in accordance with the Declaration shall be cast as the Lot Owners of such Lot among themselves may determine. Where there is more than one Lot Owner of a Lot, the Lot Owners of such Lot shall notify the Secretary of the Association in writing of the name of the Lot Owner who has been designated to cast the vote attributable to the Lot owned, on behalf of all of the Lot Owners of that Lot. Membership in the Association shall automatically pass when the ownership of a Lot is transferred in any manner. In each such event, written notice ofthe transfer shall be given to the Secretary of the Association. ARTICLE VI BOARD OF DIRECTORS The management of the Association shall be vested in a Board of Directors. The first Board of Directors of the Association shall consist of three persons, whose names and addresses are: August 4, 2004 2 Todd M. Stutz 3065 Centre Pointe Drive Roseville, Minnesota 55113 1. Michael Noonan 3065 Centre Pointe Drive Roseville, Minnesota 55113 John A. Falk 3065 Centre Pointe Drive Roseville, Minnesota 55113 Except as otherwise provided in the Bylaws of the Association, the term of the first Board of Directors shall run until the fifth anniversary of the filing of these Articles of Incorporation. The number. of directors, term of office, method of removal from office and method of the filling of vacancies in the Board of Directors shall be as provided in the Bylaws of the Association. ARTICLE VII DISSOLUTION This Association may be dissolved, with the assent given in writing and signed by owners representing Lots to which at least eighty percent (80%) of the votes are allocated and eighty percent (80%) of the first mortgagees of Lots, (each mortgagee having one vote per Lot financed) and by meeting the requirements of the Master Declaration of Covenants, Conditions, Restrictions and Easements, as amended, for Towne Lakes. Upon dissolution, 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 or shall be distributed in accordance with any provision of laws of the State of Minnesota applicable to the Association. ARTICLE VIII DURATION The corporation shall exist perpetually. ARTICLE IX NON-PROFIT CORPORATION The Association is organized as a nonprofit corporation. The Association 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 ofthe net earnings ofthe 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 within the meaning of Section 528( c )(I)(D) of the Internal Revenue Code, except that the Association shall be authorized to make reasonable allowance and August 4, 2004 3 ,. payment for actual expenditures incurred or services rendered for or on behalf of the Association. 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 Planned Community 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). ARTICLE X CAPITAL STOCK The corporation shall have no capital stock. ARTICLE XI PERSONAL LIABILITY The extent of personal liability, if any, of members for corporate obligations and the methods of enforcement and collection are none. ARTICLE XII INCORPORATOR The name and address of the incorporator of this corporation is: Timothy D. Erb Barna, Guzy & Steffen, Ltd. 400 Northtown Financial Plaza 200 Coon Rapids Boulevard Coon Rapids, Minnesota 55433 / ARTICLE XIII EXERCISE OF POWERS BY MASTER ASSOCIATION The Master Association shall have and exercise all powers relating to the operation and maintenance of the Real Estate on behalf of its Members and all Owners and Occupants; except to the extent that such powers are expressly reserved to the Association or relinquished by the Master Association as provided in the Master Bylaws. August 4, 2004 4 f, 1.....- . IN WITNESS WHEREOF, for the purpose of forming this nonprofit Corporation under the laws of the State of Minnesota, the undersigned constituting the incorporator of this Association, has executed these Articles ofIncorporation on this 4th day of August, 2004. Isl Timothy D. Erb, Incorporator BARNA, GUZY & STEFFEN, LID. 400 Northtown Financial Plaza 200 Coon Rapids Boulevard Coon Rapids, Minnesota 55433 (763) 780-8500 Q'TA S'TA'TE~~~~~~~~1E DEP~ F\LEO AU6-4:- ~-t~ secretatY ot State THIS INSTRUMENT DRAFTED BY: 241398_5 August 4, 2004 5