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Articles of association Articles of association Document Transcript

  • COUNTRY CLUB ESTATES ASSOCIATION, INC. ARTICLES-OF ASSOCIATION WE THE SUBSCRIBERS, of full age, hereby associate ourselvestogether as a non-profit corporation under the laws of the Stateof Vermont,_to be known by the name of COUNTRY CLUB ESTATESASSOCIATION, INC., for the follo~ing purposes: ARTICLE I - NON-PROFIT STATUS This corporation is formed and organized not for profit andno profit or property shall inure to the individual members ofthis corporation, though upon dissolution assets, if any, may bedivided among the members of the corporation after all of thecorporations obligations are paid. This corporation is to haveperpetual existence. Members may be paid a salary for servicesrendered to the corpora~ion which normally would require paymentfor services rendered. ARTICLE II - GENERAL POWERS A. To buy, sell, hold, lease or otherwise acquire andoperate, maintain, supervise, care for, manage, and/or use realand personal property for the social, recreational and legal bene-fit of the members of said corpor9tion. B. To engage in recreational, social and legal activitiesfor the benefit of and protection of the members of the cor-poration and to engage persons, partnerships, corporations orother legal entities to carry out the purposes of the corporation.
  • C. To solicit funds, engage in fund raising activities, setdues and assessments as required to carry out the purposes of thecorporation as voted by the membership of the corporation. D. To borrow money, encumber corporate assets, execute alltypes of security documents as voted by the membership of the cor-poration. E. To do all other acts permitted.non-profit organizationsunder the laws of the State of Vermont and 11 V.S.A. Chapter 19,as it now exists a~d may hereafter be amended or superseded. F. Notwithstanding the foregoing, the purposes of the cor-poration-shall be limited to providing for the acquisition,construction, management and maintenance and care of associationproperty as that phrase is used in §528 of the Internal RevenueCode as it now exists or may be amended or superseded. ARTICLE III - MEMBERSHIP A. The membership of the corporation shall consist of thegrantees of an easement and right-of-way for access to and the useof certain lands and premises shown on a Plan of Country ClubEstates dated March 1, 1969, Revision Number 1, of record inVolume 80, at Page 57 of the Land Records of the City of SouthBurlington as conveyed to Country Club Estates Assoc., Inc." byWarranty Deed of Renee J. Berard and June A. Berard, datedJuly 11, 1969, and of record in Volume 91, at Pages 190-193 of theLand Recoros of the City of South Burlington, including more par-ticularly, the right to use the swimming pools and tennis courts 2
  • constructed thereon, and the heirs, successors and assigns of saidgrantees. B. All such conveyances shall be made to the owners of realproperty identified in said easement deeds as dominant estates.Membership in the corporation shall be transferred in connectionwith any and all conveyances of said dominant estates. Membershipshall not be capable of being separated. or divided from theownership of said dominant estates. c. Any singl~ grant, conveyance, or reconveyance of theeasement and right-of-way described above to co-tenants shallestablish one membership in the corporation to be shared by thesaid co-tenants in proportion to their ownership of the dominantestate. The act of any single co-tenant shall be deemed to be theact of the member unless said act is promptly and publiclychallenged by any other co-tenant(s). In the event of such achallenge, the vote of the membership shall be divided in a frac-tional share equal to the share of said co-tenant. Any other mem-bership act, such as the making of a nomination or motion, or theseconding of the same, shall be deemed to be validly made even ifmade solely by a co-tenant controlling a fractional share of amembership. The rulings of the presiding officer at any meetingof the corporation with respect to this subject shall be final. D. No member shall be entitled to the right to use the cor-porations facilities, the right to vote at any corporationmeeting, the right to do any official act in connection with such 3
  • a meeting, such as making or seconding a motion or nomination, orto any other benefit of membership, unless said member is in goodstanding. E. A member shall be a member in good standing unless thedirectors of the corporation vote to suspend the rights of themember. The Board may order such a suspension upon finding thatany of the stated facts specified below exists: 1. That any properly assessed share of the of the cost and expense of operating the corporation and/or its property has been billed t~ the member and unpaid for a period in excess of thirty (30) days after the date of billing; or 2. That the member, or any member of the members immediate family, or any guest of the member has committed ~ serious breach of any rule or regulation adopted by the corporations Board of Directors for the governance of the corporation and/or for the use of the corporations property; or 3. That the member, any member of the members family, or any guest of the member has repeatedly violated any rule or regulation adopted by the Board of Directors of the cor- poration for the governance of the corporation and/or for the use of the corporations property. F. Any membership suspended for a failure to timely pay themembers share of the cost and expenses of operating the cor-poration shall be entitled to reinstatement upon the payment ofall delinquent assessments, together with interest at the rate ofnine (9%) percent per annum on al~ unpaid amounts, together with aone time penalty equal to five (5%) percent of each unpaidassessment. G. Any member suspended on grounds other than non-paymentof assessments may be reinstated upon such terms and conditions as 4
  • shall be deemed appropriate and just in the judgment of the Boardof Directors. In the event that a suspended member is dissa-tisfied with the judgment of the Board with respect to reinstate-ment, said member shall be entitled to propose alternate terms forreinstatement at an annual meeting of the membership. The deter-mination of the membership at such an annual meeting with respectto the question of reinstatement shall be final. H. The right to use the property of the corporation shall belimited to members in good standing, and the immediate familiesand occasional guests of members in good-standing. I. -The membership shall enact By-Laws for the governance ofthe affairs of the corporation and same may be amended as providedtherein. ------- -- - NON-STOCK ARTICLE IV - The corporation shall not have or issue stock and shalloperate as a non-profit corporation. There shall be no individualliability on the members of the corporation except to pay dues,assessments and charges as adopted by vote of the membership ofthe corporation. ARTICLE V - MEETINGS OF MEMBERSHIP The annual meeting of the members of the corporation shall beheld on the ---- day of _______ , in each year. Inthe event no such meeting is held within ten (10) days of thatdate, any five (5) members of the association may cal~ the annualmeeting by signing a written notice of said meeting and mailing a 5
  • copy of said notice to the last known address of each known memberof the association at least ten (10) days before the date of themeeting called thereby. Special meetings may be held or called asset forth in the By-Laws or upon written petition of ten (10%)percent of the membership of the corporation filled with the Boardof Directors of the corporation.- The Directors shall be electedat the annual meeting of the corporation as set forth in theBy-Laws and the numbers of Directors and their term of officeshall be set forth -by the By-Laws of the corporation. The off i-cers of the corporation shall be elected by the Board of Directorsannually immediately after the annual meeting of the members ofthe corporation. ARTICLE VI - BOARD OF DIRECTORS The Board of Directors shall manage the business of the cor-poration subject to the resolutions of the membership of the cor-poration and as prescribed by the By-Laws of the corporation. ARTICLE VII - BUDGET AND ASSESSMENTS - A. Directors Proposal. At least ten (10) days before the annual meeting of the corporation, the Board of Directors shallmail to each member a proposed budget for the ensuing year. Thebudget shall include an estimate of the total amount considerednecessary to pay the anticipated cost within the ensuing year forthe administration and operation of the corporation and for themaintenance and operation of the corporations real and personalproperty and for the rendering to corporation members of all 6
  • related services. The budget shall also include reasonableamounts necessary to provide for working capital, generaloperating reserve, and reserves for contingencies and replace-ments. B. Corporation Adoption. The proposed budget shall not ,become final until submitted to the annual meeting of the cor-pOTCIT.10n,at which the members may either adoptujJ.~._a..supresente ....• , --or adopt it in some revised fashion. --... If for any reason themembers fail to adopt a budget at the annual meeting, the budgetfor the ensuing year shall be deemed to be the same as th~ onethen in effect plus ten (10%) percent. C. Annual Assessments. The total amount of the estimatedfunds required from the assessments for the operation of the cor-poration set forth in th~ adopted budget shall be divided by thenumber of corporation members, and the resulting sum shall beassessed against each corporation member. D. Supplemental Asses~~ents. If during any fiscal year, theBoard of Directors determines that the actual assessments for thatyear are less than the operating expenses actually incurred orlikely to be incurred, the Board may recommend a supplementalassessment and convene a special meeting of the members for thepurpose of acting upon such recommendation. Such supplementalassessment, if adopted, shall be payable in accordance with theresolution authorizing the same. E. Capital Assessments. In addition to annual assessments~nd special assessments, the corporation may levy a special 7
  • assessment for the purpose of defraying, in whole or in part, thecost of any construction or reconstruction, addition, or unex-pected repair or replacement of a capital improvement to the cor-porations real and personal property, provided that any suchassessment is duly adopted at an annual or special meeting of thecorporation-and provided further that at least two-thirds of thevotes of all of the members of the corporation approve such capi-tal assessment. A capital assessment shall be payable in accor- ~dance with the resolution authorizing the same. F. Payment Liability. Each corporation member shall pay theshare of-the cost and expense of operating the corporationassessed by the Board of Directors. No corporation member mayexempt him or herself from liability for this assessment by waiverof the use or enjoyment of the corporation property or abandonmentof his or her dominant estate. No corporation member shall beliable for the payment of any part of the corporation expensesassessed against the members dominant estate subsequent to thedate of the recordation of a conveyance by him in fee of saiddominant estate. The treasurer of the corporation shall maintain,or cause to be maintained, a record of the payment of allassessments. ARTICLE VIII - AMENDMENTS Amendments to these Articles of Association shall be done inthe manner and with the vote required by the laws and statutes ofthe State of Vermont. 8
  • ARTICLE IX The corporation shall have a fiscal year which shall begin onthe first day of __________ , and end on the day of --------,in each year. ARTICLE X . The registered agent of the corporation shall be Richard T.Cassidy, of 192 College Street, Burlington, Vermont 05402-0567,and the registered office of the corporation shall be at thataddress, unless and until the directors change the ,identity. of the registered agent or the location of the registered office inaccordance with 11 V.S.A. §2356 ••.. 9