EARHART VILLAGE HOMES ASSOCIATION
NON-PROFIT
RESTATED ARTICLES OF INCORPORATION
These Restated Articles of Incorporation are signed pursuant
to the provisions of Act 162 Public Acts of 1982, as
amended, by the undersigned corporation and provide as
follows:
1. The present name of the corporation is Earhart Village
Homes Association.
2. The corporation identification number (CID) assigned by the
Bureau is 806-058.
3. All former names of the corporation are the same.
4. The date of filing the original Articles of Incorporation was
June 4,1971.
5. These Restated Articles of Incorporation were duly adopted
on the 15th day of March, 1994, in accordance with the
provisions of Section 642 of the Act. These Restated
Articles of Incorporation restate, integrate, and do further
amend the provisions of the Articles of Incorporation and
were duly adopted by the vote of the members. The
necessary number of votes were cast in favor of these
Restated Articles of Incorporation.
The following Restated Articles of Incorporation supersede
the Articles of Incorporation, as amended, and shall be the
Articles of Incorporation for the corporation:
Article I.
The name of the corporation is Earhart Village Homes
Association.
Article II.
The purpose or purposes for which the Association is
organized are as follows:
(a) To manage and administer the affairs of and to maintain
Earhart Village Homes, a condominium (hereinafter
called the 'Condominium'): The amount of assets which said Association possesses is:
(b) To levy against and collect assessments from the members
of the Association and to use those proceeds for the
purposes of the Association, to enforce assessments
through liens and foreclosure proceedings when appropriate,
and to impose late charges for nonpayment of
assessments;
(c) To carry insurance and to collect and allocate any
proceeds;
(d) To rebuild improvements to the common elements after
casualty;
(e) To contract for and employ persons, firms or corporations
to assist in the management, operation, maintenance,
and administration of the Condominium;
(f) To make reasonable rules and regulations governing the
use and enjoyment of the Condominium by members
and their tenants, guests, employees, invitees, families
and pets and to enforce such rules and regulations by all
legal methods, including, but not limited to imposing
fines and late payment charges, or instituting eviction or
legal proceedings;
(g) To own, maintain and improve, and to buy, sell, convey,
assign, mortgage, or lease (as landlord or tenant) any
real and personal property, or any interest therein,
including but not limited to, any unit in the Condominium,
any easements or licenses or any other real property,
whether or not contiguous to the Condominium. for the
benefit of the Association members and to further any
Association purpose;
(h) To borrow money and issue evidences of indebtedness
to further any or all of the objects of its business; to
secure the same by mortgage, pledge or other lien;
(i) To enforce the provisions of the Master Deed, the Condominium
By-Laws, the Association By-Laws, and of
these Articles of Incorporation and Rules and Regulations
of the Association as may be adopted;
(j) To do anything required of or permitted to it as Administrator
of said Condominium by the Condominium Master
Deed or By-Laws or by Act No. 59 of Public Acts of 1978,
as from time to time amended;
(k) To make and perform any contract necessary, incidental
or convenient to the administration, management, maintenance,
repair, replacement, and operation of said
Condominium and to the accomplishment of any of the
purposes thereof.
Article III.
Said Association is organized on a non-stock membership
basis.
Real Property None
Personal Property $160,798.90 (cash)
$ 15,204.00 (equipment)
(The valuation of the above assets was as of
February 28. 1994.)
Said Association is financed by assessment of members.
Article IV.
1. The address of the current registered office is: 339 E. Liberty
Street, Suite 300, Ann Arbor, Michigan 48104.
2. The mailing address of the current registered office is: 339
E. Liberty Street, Suite 300, Ann Arbor, Michigan 48104.
Article V.
Any action required or permitted to be taken at an annual
or special meeting of members may be taken without a meeting,
without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by enough members
necessary to authorize or take the action at a meeting at which
all members entitled to vote were present and voted. Prompt
notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to members
who have not consented in writing.
Article VI.
The qualifications of members, the manner of their admission
to the Association, the termination of membership, and
voting by such members shall be as follows:
(a) Each co-owner of a unit in the Condominium shall be a
member of the Association, and no other person or entity
shall be entitled to membership.
(b) Membership in the Association shall be established by
acquisition of fee simple title to a unit in the Condominium,
or purchase of a unit on a land contract. A deed or other
instrument establishing a change of record title to a condominium
unit shall be recorded with the Register of Deeds of
Washtenaw County, and a copy furnished to the Association.
At that time the new co-owner becomes a member of
the Association, and the prior co-owner's membership is
terminated.
(c) A member's share in the funds and assets of the Association
cannot be assigned, pledged, encumbered, or transfer-
ed in any manner except as an appurtenance to his/her
unit in the Condominium.
(d) Voting by members shall be in accordance with the Association
By-Laws.
Article VII.
A volunteer director shall not be personally liable to the
Association or its co-owners for monetary damages for breach
of the director's fiduciary duty, except where there is:
(a) A breach of the director's duty of loyalty to the Association
or its co-owners;
(b) Acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
(c) A violation of Michigan Statutes Annotated Section
21.200(551);
(d) A transaction from which the director derived an improper
personal benefit; or
(e) An act or omission that is grossly negligent.
If the Michigan Nonprofit Corporation Act is subsequently
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director of the Association shall be eliminated or limited to the
fullest extent permitted by the Michigan Nonprofit Corporation
Act, as so amended.
Any repeal or modification of the foregoing provisions of
this Article by the co-owners of the Association shall not
adversely affect any right or protection of a director of the
Association existing at the time of such repeal or modification.
Article VIII.
The Association assumes the liability for all acts and
omissions of a nondirector volunteer if all of the following are
met:
(a) The nondirector volunteer was acting or reasonably believed
that he or she was acting within the scope of his or her
authority;
(b) The nondirector volunteer was acting in good faith;
(c) The nondirector volunteer's conduct did not amount to
gross negligence or willful and wanton misconduct;
(d) The nondirector volunteer's conduct was not an intentional
tort; and
(e) The nondirector volunteer's conduct was not a tort arising
out of the ownership, maintenance or use of a motor vehicle
for which tort liability may be imposed as provided in
section 3135 of the Insurance Code of 1956, Act No. 21
of the Public Acts of 1956, being section 500.3135 of the
Michigan Compiled Laws.
Article IX
These Articles of Incorporation may be amended, altered,
Changed, or repealed only by the affirmative vote of not less
than two-thirds (2/3) of the entire membership of the Association;
provided that in no event shall any amendment make
changes in the qualification for membership or the voting rights
of members without the unanimous consent of the membership.
Signed this 22nd day of April. 1994.
EARHART VILLAGE HOMES ASSOCIATION
By: Tom R. Gable
Its: President
.
