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HomeMy WebLinkAboutArticles Commercial Project [Cloud Gate] 1.5.24 FINALCloud Gate Industrial Park Condominiums Articles Page 1 of 5 ARTICLES OF INCORPORATION OF CLOUD GATE INDUSTRIAL PARK CONDOMINIUMS ASSOCIATION, INC. (A Commercial Project) The undersigned person, acting as incorporator of a non-profit corporation pursuant to the Idaho Code § 30-30-201, hereby adopts the following Articles of Incorporation (“Commercial Project Articles”) of Cloud Gate Industrial Park Condominiums Association, Inc. (“Commercial Project Association”). ARTICLE I – NAME, PRINCIPAL ADDRESS & DURATION 1.1 The name of the nonprofit corporation is Cloud Gate Industrial Park Condominiums Association, Inc. 1.2 The Commercial Project Association’s principal address will be: 1831 E. Overland Road, Meridian, Idaho 83642. 1.3 Such principal address may be modified at any time with the Idaho Secretary of State by the Incorporator or Board of Directors without amendment to these Commercial Project Articles. 1.4 The duration of the Commercial Project Association shall be perpetual unless dissolved earlier pursuant to law. ARTICLE II - DEFINITIONS 2.1 Definitions. All terms used but not defined herein shall have the meanings given them under that certain Declaration of Covenants, Conditions & Restrictions for Cloud Gate Industrial Park Condominiums to be recorded in the Official Records of the Canyon County Recorder’s Office (hereinafter “Commercial Project Declaration”), and as the same may be amended from time to time as therein provided. The term “Member” shall mean and refer to those persons entitled to membership in the Commercial Project Association, as provided in the Commercial Project Declaration and these Commercial Project Articles. ARTICLE III –REGISTERED AGENT & OFFICE 3.1 The address of the initial registered agent of the Commercial Project Association is: Epic Development, LLC 1831 E. Overland Road Meridian, Idaho 83642 Such agent and office may be modified at any time with the Idaho Secretary of State by the Incorporator or Board of Directors without amendment to these Commercial Project Articles. Cloud Gate Industrial Park Condominiums Articles Page 2 of 5 ARTICLE IV – INCORPORATOR 4.1 Pursuant to Idaho Code § Idaho Code § 30-30-201, the name and address of the incorporator of the Commercial Project Association is as follows: Epic Development, LLC 1831 E. Overland Road Meridian, Idaho 83642 ARTICLE V – BOARD OF DIRECTORS & AUTHORIZED PERSONS 5.1 Declarant shall appoint three natural persons to serve as the initial Board of Directors. Until period of Declarant control ceases and is automatically converted to a Class A pursuant to the terms of the Commercial Project Declaration, Declarant, its successors and assigns, shall have the right to appoint, remove and replace all the members of the Board at any time in its sole discretion. The initial appointed Board of Directors are as follows: ________________ 1831 E. Overland Road, Meridian, Idaho 83642 ________________ 1831 E. Overland Road, Meridian, Idaho 83642 ________________ 1831 E. Overland Road, Meridian, Idaho 83642 5.2 Pursuant to Idaho Code § 30-30-601(3), these Commercial Project Articles hereby authorize Declarant Epic Development, LLC to exercise all powers and authority of the Board of Directors during the period of Declarant control. Declarant, in its sole discretion, may act for and on behalf of the Board and Commercial Project Association. Accordingly, during the period of Declarant control, the directors are relieved from such authority and duty. ARTICLE VI – MEMBERSHIP SHARES AND VOTING RIGHTS 6.1 Membership/Shares. Every Owner shall be a Member of the Commercial Project Association. Declarant shall be deemed a Member of the Commercial Project Association, as set forth in the Commercial Project Declaration. Membership in the Commercial Project Association shall be mandatory, shall be appurtenant to the Unit in which the Owner has the necessary interest, and shall not be separated from the Unit to which it appertains. The Commercial Project Association shall not issue shares of Cloud Gate Industrial Park Condominiums Articles Page 3 of 5 stock. Neither the issuance nor the holding of shares of stock shall be necessary to evidence membership in the Commercial Project Association. 6.2 Voting Rights. The Members of the Commercial Project Association shall have voting rights, as set forth in the Commercial Project Bylaws and/or Commercial Project Declaration. 6.3 Membership List. The Commercial Project Association may for all purposes act and rely on the information concerning Members and Unit ownership that is obtained from the office of the County Recorder. The address of a Member shall be deemed to be the address of the Member’s Unit unless the Commercial Project Association is otherwise advised in writing. ARTICLE VII - POWERS AND PURPOSES 7.1 Purpose. The Commercial Project Association is organized and shall be operated as a nonprofit corporation for the purpose of enforcing the terms and conditions of Governing Documents and otherwise administering any Common Areas, Limited Common Areas (if any responsibility is assigned to the Commercial Project Association) or facilities for the benefit of Members. 7.2 Powers. The Commercial Project Association shall have all of the powers conferred upon it by the Governing Documents, as amended, including all powers conferred by the Idaho Nonprofit Corporation, Condominium Property Acts, and as otherwise allowed by law. 7.3 Non-Profit. The Commercial Project Association is not organized for pecuniary profit. No dividend shall be paid to any of its Members, Directors, Officers, or any other person. ARTICLE VIII – MISCELLANEOUS 8.1 Amendment. Following the period of Declarant control, any amendment to these Commercial Project Articles shall require the consent of at least sixty-seven percent (67%) of all eligible votes. During the period of Declarant control, the Declarant may amend these Commercial Project Articles in Declarant’s sole discretion. 8.2 Dissolution. Dissolution may occur consistent with the Commercial Project Declaration and the Idaho Nonprofit Corporation Act, which dissolution proposal must be approved by Members holding not less than sixty-seven percent (67%) of the voting interest of the Commercial Project Association. During the period of Declarant control, dissolution shall also require the written consent of Declarant. Upon dissolution, the assets of the Commercial Project Association shall transfer or be divided among Members, as required by law. Cloud Gate Industrial Park Condominiums Articles Page 4 of 5 8.3 Manager. Declarant (and the Board following the period of Declarant control) may utilize the assistance of professional community management to carry out duties and functions authorized by these Articles. 8.4 Rules, Policies & Resolutions. The Commercial Project Association may adopt, amend, and repeal rules, policies and resolutions for the regulation and management of the affairs of the Commercial Project Association consistent with the Governing Documents and the Act. 8.5 Interpretation. The captions that precede the various portions of these Commercial Project Articles are for convenience only and shall in no way affect the manner in which any provision hereof is construed. Whenever the context so requires, the singular shall include the plural, the plural shall include the singular, the whole shall include any part thereof, and any gender shall include all genders. The invalidity or unenforceability of any provision contained in these Commercial Project Articles shall not affect the validity or enforceability of the remainder hereof. These Commercial Project Articles have been prepared in conjunction with the Commercial Project Bylaws and Commercial Project Declaration and should be read and construed in light of that fact and liberally so as to affect all the purposes of these instruments. 8.6 Indemnification. No director, officer, managing agent, committee member, or authorized person acting on behalf of the Commercial Project Association shall be personally liable for any obligations of the Commercial Project Association or for any duties or obligations arising out of any acts or conduct of said person. The Commercial Project Association shall and does hereby indemnify and hold harmless each person who shall serve in such capacity, as well as such person’s heirs and administrators, from and against any and all claims, judgments, and liabilities to which such persons shall become subject, by reason of that person having heretofore or hereafter been a director, officer, managing agent, committee member or authorized person by reason of any action alleged to have been taken or omitted to have been taken by them in such capacity, and the Commercial Project Association shall advance and reimburse any such person for all legal and other expenses reasonably incurred in connection with any such claim or liability. The right of any person to be indemnified shall be subject always to the right of the Commercial Project Association, in lieu of such indemnity, to settle any such claim, action, suit, or proceeding at the expense of the Commercial Project Association by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith. Cloud Gate Industrial Park Condominiums Articles Page 5 of 5 ACKNOWLEDGMENT In witness hereof and under penalty of perjury, I hereby acknowledge that I am authorized by the Incorporator to execute these Commercial Project Articles, which I have read and know the contents thereof, and the same are true to the best of my knowledge and belief. DATED this _______ day of ___________________, 2024. EPIC DEVELOPMENT, LLC, INCORPORATOR ________________________________________ By: Jarron Langston Its: President