HomeMy WebLinkAbout008 - Appendix H - Articles of Incorporation
Articles of Incorporation of Turnrow Master Association 1
ARTICLES OF INCORPORATION
OF
TURNROW MASTER ASSOCIATION
Pursuant to the Montana Nonprofit Corporation Act (the “Act”), the undersigned, of legal
age, adopts the following Articles of Incorporation.
1. Name. The name of the “Corporation” is Turnrow Master Association.
2. Duration. The period of the Corporation’s duration is perpetual.
3. Members. The Corporation has members, which are owners of the Lots
established within the Turnrow Master Development, located in Bozeman, Gallatin County,
Montana. Members shall have only those rights set forth in, and shall be subject to, the
Corporation’s Bylaws.
4. Mutual Benefit. The Corporation is a nonprofit Mutual Benefit Corporation.
5. Purposes. The Corporation is organized and shall be operated not for profit. The
Corporation is to operate exclusively as a property owners’ association for the mutual benefit of
those owners of the Lots within the Turnrow Master Development. The Corporation shall be
operated in accordance with its Bylaws, as amended from time to time. In furtherance of this
objective, the Corporation shall have the following specific purposes:
(a) Organization of a homeowners’ owners association for the Turnrow
Master Development.
(b) To administer and enforce the declaration of covenants, conditions, and
restrictions and to collect and disburse the assessments and charges of the
association.
(c) All purposes set forth in the Corporation’s Bylaws and any declaration of
covenants, conditions, and restrictions for the Turnrow Master
Development recorded with respect to any properties located within the
Turnrow Master Development.
(d) The Corporation shall have and exercise all rights and powers conferred
on non-profit organizations under the Act including, but not limited to, by
Mont. Code Ann. § 35-2-118.
6. Directors. The Corporation will be governed by a Board of Directors, who shall
be elected and appointed in the manner provided in the Bylaws.
7. Registered Agent and Office. The address of the initial registered office of the
Corporation is 3011 American Way, Missoula, MT 59808. The name of the Corporation’s initial
registered agent is C T CORPORATION SYSTEM.
Articles of Incorporation of Turnrow Master Association 2
8. Restricted Activities. No substantial part of the Corporation’s activities shall be
the carrying on of propaganda, or otherwise attempting to influence legislation, and the
Corporation shall not participate in, or intervene (including the publishing or distribution of
statements) in, any political campaign on behalf of or in opposition to any candidate for public
office.
9. Prohibited Activities. Notwithstanding any other provision of these Articles of
Incorporation, no part of the net earnings or assets of the Corporation shall inure to the benefit of
any director, officer, member of the corporation, or other private individual except that the
Corporation shall be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth in
Section 5. Further, the Corporation shall not engage in a regular business of a kind ordinarily
carried on for profit.
10. No Personal Liability. There shall be no personal liability of any director to the
Corporation or any member of the Corporation for monetary damages for breach of a director’s
duties to the Corporation or its members, provided that this limitation shall not apply to a breach
of the director’s duty of loyalty to the Corporation or its members, for acts or omissions not in
good faith or involving intentional misconduct or knowing violation of the law, for transactions
from which the director derives an improper personal economic benefit, or as otherwise limited
in Mont. Code Ann. § 35-2-213(2)(e), or its successor.
11. Amendment to Bylaws. Virga Venture II, LLC, a Montana limited liability
company, as the declarant under the Declaration of Covenants, Conditions, and Restrictions for
the Turnrow Master Development (together with its successors and assigns as declarant, the
“Declarant”) may unilaterally amend the Corporation’s Bylaws during the period specified in the
Corporation’s Bylaws, and the Corporation’s Bylaws may not be amended during such period
without the Declarant’s prior written consent.
12. Dissolution. The Corporation may not be dissolved, nor this sentence amended
or revoked, except with the prior written permission of the commission of the City of Bozeman,
Montana. Upon dissolution of the Corporation, the Board of Directors shall comply with all
applicable laws regarding said dissolution, including paying or making provision for payment of
all liabilities of the Corporation. Upon dissolution or other termination of the Corporation, the
assets and property of the Corporation shall be distributed to its members, as tenants in common.
13. Incorporator. The business mailing address of the incorporator of the
Corporation is PO Box 1070, Bozeman, MT 59771. The name of the Corporation’s incorporator
is Virga Venture II, LLC.
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Articles of Incorporation of Turnrow Master Association 3
DATED: _______________ ___, 2023.
“Incorporator”
Virga Venture II, LLC
By: Robert Lateiner, its