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A service of

Restated Articles of Incorporation

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

 

.

 

 
 
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