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HomeMy WebLinkAbout6.9 Articles of Incorporation_03-29-2021ARTICLES OF INCORPORATION OF AND FOR THE BRIDGER VALE SUBDIVISION PROPERTY OWNERS’ ASSOCIATION, INC. The undersigned hereby executes these Articles of Incorporation for the purpose of forming a corporation under the Montana Nonprofit Corporation Act, Title 35, Chapter 2 of the Montana Code Annotated (“MCA”): ARTICLE 1 NAME The name of the corporation is the Bridger Vale Subdivision Property Owners’ Association (“Association”). ARTICLE 2 MUTUAL BENEFIT CORPORATION The corporation is a mutual benefit corporation. ARTICLE 3 PERIOD OF DURATION The period of its duration is perpetual. ARTICLE 4 DEFINITIONS The words and terms used herein shall be deemed to have the same definitions and meanings as in the Declaration of Covenants, Conditions and Restrictions for the Bridger Vale Subdivision and all amendments and supplements thereto as recorded or to be recorded in the public record (“Declaration”). ARTICLE 5 PURPOSES AND POWERS OF CORPORATION 5.1 Purpose. The Association is a Mutual Benefit Corporation under the laws of the State of Montana, and the purposes for which said corporation is formed are as follows. (a) Any lawful purposes permitted under the Montana Non-Profit Corporation Act, or any successor corporation law; (b) To carry out and conduct all corporate responsibilities enumerated in the Montana Non- profit Corporation Act, as the same exists from time to time; (c) To carry out and conduct the business of a mutual benefit owners’ association; 2 (d) To act as the Association to operate and administer the Bridger Vale Subdivision and carry out the functions and duties as set forth in the Declaration and Bylaws; 5.2 Powers. The Association shall have all powers as granted to it in the Declaration, Bylaws and all powers granted to it under the Montana Nonprofit Corporation Act; and, the power to acquire, hold, convey and otherwise deal in and with real and personal property in the corporation’s capacity as an owners’ association. 5.3 Earnings. No part of the net earnings of the Association shall inure to the benefit of or be distributable to or for the benefit of any director, officer or member of the Association, or any other individual (except that reasonable compensation may be paid for services rendered to or for the benefit of the Association affecting one or more of its purposes) and no director, officer or member, or any other individual, shall be entitled to share in any distribution of any of the corporate assets on dissolution of the Association or otherwise. 5.4 Dividends, Distribution, etc. The Association shall not pay any dividends. No distribution of the corporate assets to members (as such) shall be made. ARTICLE 6 REGISTERED OFFICE AND AGENT The operations of the Association shall be conducted within Gallatin County, Montana, as may, from time to time, be determined by the Board of Directors. The initial street and mailing address of the initial registered office of the corporation are, respectively, 300 Bull Run, Belgrade, Montana, and Post Office Box 930, Manhattan, Montana 59741, and the name of the corporation’s initial registered agent is Andy Ebbighausen. ARTICLE 7 INCORPORATOR The name and business mailing address of the incorporator is as follows: Bridger Vale, LLC, Andy Ebbighausen, Post Office Box 930, Manhattan, Montana 59741. ARTICLE 8 MEMBERSHIP AND VOTING 8.1 Membership. The corporation will have members. The number and manner of selection of directors shall be fixed by the bylaws and may be altered from time to time by amendment to the bylaws in the manner provided therein. 8.2 Voting. The voting rights of the Members shall be set forth in the Bylaws. 3 ARTICLE 9 BOARD OF DIRECTORS The number of directors shall be not less than three (3). ARTICLE 10 LIMITATION OF DIRECTOR LIABILITY 9.1 Liability. The directors hereby adopt the provisions of Section 35-2-447, MCA regarding the corporation’s authority to indemnify the directors, and, in addition to any other limitation on director liability provided by law, no director shall be personally liable to the corporation or its members for monetary damages for breach of his or her fiduciary duties as a director, except for the following matters: (a) breach of the director’s duty of loyalty to the corporation or its members; (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of laws; (c) a transaction from which a director derived an improper personal economic benefit; (d) a distribution in violation of these Articles or any other provision of the law for which the director voted; (e) a transaction for which the director voted and from which such director derives an improper personal economic benefit; or (f) an unlawful loan to, or guaranty for, such director. 9.2 Indemnification. Those persons serving as directors of the Association shall be indemnified for their actions to the full extent allowed under Montana law, pursuant to Sections 35-2-446 through 35-2-454, MCA. ARTICLE 11 DISSOLUTION AND DISTRIBUTION OF ASSETS 11.1 Dissolution. Dissolution shall be in accordance with Section 35-2-721, et seq., MCA and its regulations as the same now exists or as it may be amended from time to time. 11.2 Distribution of Assets. Upon dissolution of the Association, the assets, both real and personal of the corporation, shall be granted, conveyed, and assigned to a master association that the Association may be a member of or any nonprofit corporation, association, trust or other organization to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association, and shall otherwise be distributed in accordance with federal and state law. 4 ARTICLE 12 GOVERNANCE Governance and regulation of the corporation are set forth in the Bylaws, and if not set forth therein, shall be controlled by the laws of the State of Montana, as the same exist from time to time. ARTICLE 13 AMENDMENT The Association may amend these Articles of Incorporation in the manner set forth in Sections 35-2-221, et seq. MCA. IN WITNESS WHEREOF, Andy Ebbighausen, on behalf of Bridger Vale, LLC, named above as incorporator, has, by his signature below, adopted these Articles of Incorporation, this day of , 2021. Bridger Vale Owners’ Association, Inc. By: Bridger Vale, LLC _____________________________ Andy Ebbighausen Its: Member/Manager STATE OF MONTANA ) :ss County of Gallatin ) This instrument was ACKNOWLEDGED before me this _____ day of , 2021, by Andy Ebbighausen, Member/Manager, Bridger Vale, LLC, for the Bridger Vale Owners’ Association, Inc. (SEAL) Notary Public for the State of Montana Printed Name: Residing at: My Commission Expires: , 20