HomeMy WebLinkAbout13_Lmbyd Articles of Incorporation
ARTICLES OF INCORPORATION
OF
LUMBERYARD FLATS OWNERS’ ASSOCIATION
Pursuant to the Montana Nonprofit Corporation Act (the “Act”), the undersigned, adopts
the following Articles of Incorporation.
1. Name. The name of the Corporation is: Lumberyard Flats Property Owners’
Association.
2. Duration. The period of the Corporation’s duration is perpetual.
3. Members. The Corporation will have members, which are Owners of the Lots
within the Property, as each such term is defined in the Declaration of Covenants, Conditions, and
Restrictions for Lumberyard Flats, recorded _________, 2023, as Document No. ________,
records of Gallatin County, Montana, as such may be amended, restated or supplemented from
time to time (the “Declaration”). Members shall have only those rights set forth in, and shall be
subject to, the Corporation’s Bylaws and the Declaration.
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 Property. 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 property owners association for the Property and
management of the association with respect to Lots located therein.
(b) To administer and enforce the Declaration and to collect and disburse the
assessments and charges of the property owners association .
(c) All purposes set forth in the Corporation’s Bylaws and any declaration
recorded with respect to any properties located within the Property.
(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 CT Corporation System.
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. Dissolution. 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.
12. Incorporator. The name and business mailing address of the incorporator is:
Virga Venture I LLC
PO Box 1070
Bozeman, MT 59771
DATED: _______________, 2023
Virga Venture I LLC, Incorporator
By:
its