CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION
OF
BOUNDARY CREEK SIXTH ASSOCIATION
We, the undersigned, Donald F. Aaser and Susan J. Mingo, respectively the President and
Secretary of Boundary Creek Sixth Association, a corporation subject to the provisions of Chapter
317A, Minnesota Statutes, known as the Minnesota Nonprofit Corporation Act, do hereby certify
that the resolution as hereinafter set forth was proposed by the Board of Directors of said
corporation, and approved by the required vote of the members of said corporation, in accordance
with the requirements of the corporation's existing Articles of Incorporation and Bylaws, and
Chapter 317A, effective as of the date of filing of this Certificate in the office of the Secretary of
State.
Resolved that the Articles of Incorporation of Boundary Creek Sixth Association be, and the same hereby are, restated in their entirety to read as follows:
The name of this corporation shall be Boundary Creek Sixth Association (referred to herein as the "Association").
The purposes for which the Association is formed, and its powers, are as follows:
1. To act as the Association which is referred to in the Amended and Restated Declaration (the "Declaration") of Boundary Creek Sixth, a planned community located in Hennepin County, Minnesota. The definitions of terms set forth in the Declaration shall apply to the same terms when used in these Articles of Incorporation.
2. To provide for the maintenance, preservation, architectural control, operation and management of the Property described in the Declaration, for the health, safety and Welfare of the owners thereof, and for the preservation of the value and architectural character of the Units and Common Elements described in the Declaration.
3. To exercise the powers and duties now or hereafter granted or imposed by law, the Declaration, or the Association's Amended and Restated Bylaws (the “Bylaws”), and to do all other lawful acts or things reasonably necessary for carrying out the Association's purposes; provided, that no actions shall be authorized or undertaken which violate any state or federal laws applicable to nonprofit corporations.
Subject to the Declaration, the Association shall not afford pecuniary gain, incidentally or otherwise, to its Members by reason of their membership. However, subject to approval by the Board, as provided in the Bylaws, a Member may be reimbursed for out-of-pocket expenses incurred in carrying out duties on behalf of the Association, or a Member may be reasonably compensated for goods or services furnished to the Association in an independent, arms-length business transaction.
The duration of the Association shall be perpetual.
The address of the registered office of this Association is 13626 80th Circle North, Maple Grove, Minnesota 55311.
The business of this Association shall be managed by the Board consisting of at least three persons, or such greater number as provided in the Bylaws. The members of the Board shall be elected and carry out their duties as provided in the Bylaws.
The Members of this Association shall not be subject to any personal liability for corporate obligations. In addition, no person who serves Without compensation as a director, officer, member or agent of the Association shall be held civilly liable for an act or omission by that person if the act or omission was in good faith, was Within the scope of the person's responsibilities as director, officer, Member or agent of the Association, and did not constitute willful or reckless misconduct, except as follows:
1. An action or proceeding brought by the attorney general for a breach of a fiduciary duty as
a director;
2. A cause of action to the extent it is based on federal law;
3. A cause of action based on the person's express contractual obligation; or
4. An act or proceeding based on a breach of public pension plan fiduciary responsibility.
Nothing in this Article limits an individual's liability for physical injury to another person or for wrongful death which is personally and directly caused by that individual.
This Association shall have no capital stock.
The Members of this Association shall be those persons described as Members in the Bylaws. Membership in the Association shall be transferable, but only as an appurtenance to and together with the Member's interest in a Unit to which the membership is allocated. One membership shall be allocated to each Unit. The Members shall have the voting rights allocated to their respective Units as described in the Declaration. Cumulative voting by Members shall not be permitted.
The Association shall be governed by the Bylaws. The Bylaws may be amended or revoked only by the Members, as provided in the Bylaws.
The Association shall hold meetings of its Members, at such times and in such manner as specified in the Bylaws.
Amendment of these Articles of Incorporation shall require the prior approval of Members who hold in excess of percent of the voting power of all Members at meeting duly held for such purposes, or Voting by mail; except that the registered office may be changed by the filing of a Certificate of Change of Registered Office in accordance with law. In addition, any amendment requiring approval of the Members shall be subject to the consent of Eligible Mortgagees, and/or the FHA or VA, if required by the Declaration.
The Association may be dissolved as provided in Minnesota Statutes, Chapter 317A; provided, that the Association shall have been terminated in accordance with the requirements of Minnesota Statutes Section
IN WITNESS WHEREOF, We have subscribed our names on this 13th day of March, 2002.
Donald Aaser, President
Susan Jill Mingo, Secretary
STATE OF MINNESOTA )
)ss.
COUNTY of Wright )
The forgoing instrument was acknowledged before me this 13th day of March, 2002, by Donald Aaser and Susan Mingo, the President and Secretary, respectively, of Boundary Cree Sixth Association, a Minnesota nonprofit corporation, on behalf of the corporation.
Elizabeth A. Thompson
Notary Public
FILED APR 19 2002