Articles of Incorporation

(This is a simplified version prepared by Liz Eaton)

Articles of Incorporation of Bentley Court Community Association, Inc.*

* The following information is for convenience and reference only – the original document is (September 14, 1992) or any legally drafted successors should be consulted when in doubt.

Article 1: Name
The name of the Corporation is Bentley Court Community Association, Inc.

Article 2: Purposes and Powers
Section 2.1 This is a mutual benefit corporation.
Section 2.2 The purposes of the corporation are (2.2.1) getting, building, managing, caring for, and maintaining association property, and (2.2.2) to transact lawful business pursuant to that.
Section 2.3 The corporation is a non-profit HOA (2.3.1). None of the net earnings may be used for the benefit of anyone except as needed for section 2.2. The HOA shouldn’t do anything that isn’t permitted by law based on its exemption status (2.3.2).
Section 2.4 As allowed by law, the HOA can (2.4.1) do what is needed to perform the HOA’s job, (2.4.2) collect and pay out funds as needed, (2.4.3) buy, sell, improve, dispose of etc any land owned by the HOA, and have all the powers, rights and privileges that are its right by law.
Section 2.5 The HOA cannot issue capital stock (2.5.1), and (2.5.2) must get ≥ 60% of gross income from membership dues, fees, or assessments from the owners of lots in Bentley Court. The HOA must use ≥ 90% of what it spends for buying, building, managing, maintaining and caring for the community areas or HOA property (2.5.3). Once the HOA is dissolved (2.5.4), no one can share in the assets. Instead, once all liabilities of the HOA are satisfied, all remaining assets must be disposed of to the purposed of the HOA, or, if not to be used that way, as determined by a judge.

Article 3: Term of Existance
The HOA is perpetual.

Article 4: Resident Agent and Principal Office
Section 4.1 The resident agent of the HOA is James F. Bohrer, 511 Woodscrest Drive; PO Box 5787, Bloomington, IN 47407.
Section 4.2 The principal office of the HOA is as shown in section 4.1.

Article 5: Membership
Section 5.1 There is only one type of member, and that is an owner of a lot. Each member is entitled to one vote per lot owned.
Section 5.2 There are no rights or limits etc on membership except as listed in the articles of incorporation, by-laws, or law.
Section 5.3 Each owner in good standing gets one vote per lot owned. After everyone present (in person or by proxy) has cast votes, the total votes for or against should then be counted and divided either by the total number of votes (to find the proportion of members who support or oppose an idea) or total number of people present – in person or by proxy – (to find the proportion of members present who support or oppose an idea). When more than one person or entity owns a lot, only one vote can be cast for the lot (5.3.1). When the multiple persons acquire title, they must declare who will vote for their lot, and until that person agrees to give up that right (or dies, etc), then they are the single vote for that lot (they can still appoint someone else as their proxy for a meeting, if needed). In cases where a corporation or a trust owns a lot (5.3.2), then the trustees of that body cast their votes amongst themselves and the agent of that body casts a single vote for the lot based on their internal vote. The designation of someone as proxy must be delivered in writing to the HOA before the meeting where the proxy will be used starts (5.3.3). Except as stated elsewhere in the articles of incorporation, by-laws, or the act, quorum at all meetings is defined as the presence of a majority of the owners or their duly authorized representatives (5.3.4). “Majority of owners” and “majority of the vote” means the owners entitle to cast ≥ 51% of all the votes, not a majority of the people (or votes) present or represented.

Article 6: Board of Directors
Section 6.1 The Board starts out with 3 members, but can be changed to include more directors (at least 3, no more than 5) by changing the bylaws. If the bylaws don’t specify, then there are 3 directors.
Section 6.2 The bylaws can impose qualifications on the directorship positions.
Section 6.3 The original directors were Jackie Mitchell, John May, and James Bohrer.

Article 7: Name and Address of Incorporator
James F. Bohrer, 511 Woodscrest Drive, Bloomington, IN 47401

Article 8: Statement of Property
At incorporation, the HOA assumed control of property and assets valued at over $1000.

Article 9: Regulations and Conduct of Affairs of the HOA
Section 9.1 The initial Board of Directors served until the first meeting of the Owners, at which time their successors were elected.
Section 9.2 Meetings of the Owners and of the Board must be held within Indiana and must be specified in the calls/notices/waivers of notice of meetings as directed by the bylaws.
Section 9.3 The HOA indemnifies people (9.3.1) serving as directors, officers, or employees of the HOA, as well as people serving as directors, officers, or employees of other entities at the request of the HOA, against reasonable expenses etc associated with HOA business such as lawsuits, as long as the people were behaving in (or reasonably thought they were behaving in) the best interests of the HOA. Iin the case of a successful lawsuit (9.3.2) brought by such a person, they are entitled to indemnification against expenses reasonably incurred (except as covered by insurance). Indemnification must be determined (9.3.3) to be warranted (except as covered in 9.3.2) by one of the following methods: (i) a majority vote of a quorum of non-involved members of the Board, (ii) if (i) is not possible due to a lack of quorum, by independent legal counsel in a written opinion, or (iii) by a majority vote of the members. Indemnification is not exclusive (9.3.4) of other rights of the person involved, and continues after they step down, as well as is transferrable to their heirs etc. The HOA can purchase insurance (9.3.5) on behalf of its agents or agents working on its behalf, irrespective of indemnification status.
Section 9.4 Employees of the HOA may be paid as determined appropriate for their services.
Section 9.5 The bylaws can be amended via the processes contained within the bylaws.
Section 9.6 The HOA board can exercise the powers of the HOA, on behalf of the HOA, without authorization of the co-owners, except as limited by law.
Section 9.7 The Articles of Incorporation can be amended or supplemented with a 2/3 vote of the members.

Article 10: Definitions
Section 10.1 Bentley Court is the single family residential communicate located in the real estate in Monroe County, Indiana.
Section 10.2 Community Areas are the landscaped areas between the fence and Winslow Road on the north side of Lots 1-7 and Lots 42-43, inclusive, as well as the landscaped traffic island at the entrance and the Bentley Court signs (including lighting).
Section 10.3 Lots are the parcels of real estate numbered 1-43 on the Bentley Court plat (Section 1 and Section 2).
Section 10.[4] Owners are people, firms, corporation, partnerships, associations, trust, or other legal entit(ies), alone or in combination, that own the fee simple titles to individual lots. Multiple people or entities owning a single lot count as a single owner. Owners with titles to multiple lots are given a vote for each lot owned.

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