OCR Document

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

(FOR BUREAU USE ONLY)

Date Received

Filed: COPY

3-20-92

CORPORATION IDENTIFICATION NUMBER

ARTICLES OF INCORPORATION For use by Domestic Nonprofit Corporations

(Please read information and instructions on last page)

Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned corporation executes the following Articles:

ARTICLE I

The name of the corporation is: Keatington Cedars No. 2 Association

ARTICLE II

The purpose -or purposes for which the corporation is organized are:

It being understood that the Keatington Cedars No. 2 Association ("Association") does not contemplate pecuniary gain or profit to the members hereof, this Association is organized for the specific purposes of:

(SEE ATTACHMENT "A")

ARTICLE III

The corporation is organized upon a _______________________Non-Stock________________________ basis.

(stock or nonstick)

1. If organized on a stock basis, the total number of shares which the corporation has authority to issue

is ___________________________________________________________ . If the shares are, or are to be,

divided into classes, the designation of each class, the number of shares in each class, and the relative rights, preferences and limitations of the shares of each class are as follows:

ARTICLE III (con’t)

2. a. If organized on a nonstick basis, the description and value of its real property assets are: (if none, insert “none”)

NONE

b. The description and value of its personal property assets are: (if none, insert “none”)

NONE

c. The corporation is to be financed under the following general plan:

Assessment of Members.

d. The corporation is organized on a _____________________membership___________________________ basis.

(SEE ATTACHMENT “A”)

ARTICLE IV

1. The address of the registered office is:

_____315 S. Woodward Avenue, Suite 110, Royal Oak__________________________ , Michigan ____48067______

(Street Address) (City) (Zip Code)

2. The mailing address of the registered office if different than above:

___________________________________________ __________________________ , Michigan _______________

(Street Address) (City) (Zip Code)

3. The name of the resident agent at the registered office is:

______Robert J. Halso___________________________________________________________________________

ARTICLE V

The name(s) and address(es) of all the incorporator(s) is (are) as follows:

Name Residence of Business Address

___Pulte Homes of Michigan Corporation 315 S. Woodward Ave., Suite 110, Royal Oak, MI 48067_______

_________________________________________________________________________________________________

Use space below for additional Articles or for continuation of previous articles. Please identify any Article being continued or added. Attach additional pages if needed.

(SEE ATTACHMENT “A”)

I (We), the incorporator(s) sign my (our) name(s) this ______________ day of ___________________________, 19_92__.

PULTE HOME OF MICHIGAN CORPORATION

______________________________________ _a Michigan corporation____________________

By:

______________________________________ _______________________________________

Robert J. Halso

Its: President

______________________________________ _______________________________________

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW.

Mark A. Benyas, Esq.

Seyburn, Kahn, Ginn, et al

Mark A. Benyas, Esq.

313 353-7620

Ms Sharon A. Gibbons

SEYBURN, KAHN, GINN,

BESS, HOWARD AND DEITCH, P.C.

2000 Town Center, Suite 1500

Southfield, Michigan 48075-1195

Attachment “A”

ARTICLE II (continued)

1. The purpose of the Association shall be to promote high standards of maintenance and operation of all property in Keatington Cedars No. 2 reserved or dedicated by Pulte Homes of Michigan Corporation, a Michigan corporation the ("Declarant"), for the common use of all residents and owners of property therein and to arrange the provision of services and facilities of common benefit, and in general to maintain and promote the desired character of Keatington Cedars No.2. In accordance with and subject to the Declaration of Protective Covenants, Keatington Cedars No.2, Orion Township, Michigan, Conditions, Covenants, Restrictions, Reservations and Grants Affecting Property Of: Pulte Homes of Michigan Corporation, a Michigan corporation, dated March 2,1992, recorded at Liber 12419, Page 623-643, Oakland County Records, and any amendments thereof (the "Declaration").

2. To the extent such services are not provided by any governmental body:

i. To care for, spray, trim, protect and replant trees on all streets and in other public places where trees have once been planted, and to care for, protect and replant shrubbery and grass in the -.side strips which are in streets and set aside for use of residents and owners of

property in Keatington Cedars No.2.

ii. To provide for plowing and removal of snow from public

streets.

iii. To spray and to take other measures for mosquito and fly

abatement within Keatington Cedars No.2.

iv. To employ duly qualified peace officers for the purpose of providing such police protection as the Association may deem necessary or desirable in addition to that provided by any governmental body.

v. To maintain entranceways to Keatington Cedars No.2.

vi. To improve and maintain the Common Areas located therein subject to any applicable local ordinances or state laws.

3. To mow, care for and maintain vacant and unimproved property and remove rubbish from same and to do any other things necessary or desirable in the judgment of the officers of the Association to keep any vacant and unimproved property and side strips in front of any property in Keatington Cedars No. 2 neat in appearance and

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in good order and to make and collect reasonable charges therefore from owners of such property.

4. To provide for the maintenance of facilities in any public street, park or entranceways or on any land set aside for the general use of the property owners and residents in Keatington Cedars No.2.

5. To own or lease such real estate as may be reasonably necessary in order to carry out the purposes of the Association, and to pay taxes on such real estate as may be owned by it.

6. To make improvements to the entranceways of Keatington Cedars No. 2 and to side strips within streets in Keatington Cedars No. 2 and provide such other facilities and services as may be authorized from time to time by the affirmative vote of two-thirds of the votes cast, provided, however, that any such action so authorized shall always be for the express purpose of keeping Keatington Cedars No. 2 a residential subdivision of the highest quality and character.

7. To assess and collect from the Lot owners of Keatington Cedars No. 2 the costs and expenses billed to the Association pursuant to Section 4.28 of the Declaration related. to maintenance of Wetlands and Drainage Areas, to pay the money so collected over to Orion Township and to notify the Township of the identity of any lot

owners who shall be delinquent in making the paYments so assessed.

8. To participate in mergers and consolidations with other non-profit corporations organized for the same or similar purposes or annexing additional residential property, subject, however, to the provisions and limitations of the Declaration; and

9. To have and exercise any and all other powers, rights and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Michigan may now by statute or hereafter have or exercise, subject, however, to the provisions and limitations of the Declaration.

ARTICLE III

2. d. There shall be two (2) classes of members, Class A Members and Class B Members whose respective rights and obligations are set forth in the Declaration.

ARTICLE VI

The term of the Association is perpetual.

ARTICLE VII

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No volunteer director of this Association shall be personally liable to the Association or its members for monetary d~ages for a breach of such director's fiduciary duty; provided, that the foregoing shall not eliminate or limit the liability of a director for any of the following:

1. A breach of the director's duty of loyalty to the Association or its members;

2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

3. A transaction from which the director derived an improper personal benefit;

4. A violation of M.C.L. §450.2551 (1); and

5. An act or omission that is grossly negligent.

The directors of this Association shall be entitled to indemnification to the full extent permitted under the Act and other applicable law.

ARTICLE VIII

When a compromise or arrangement or a plan of reorganization of this Association is proposed between this Association and its creditors or any class of them or between this Association and its members or any class of them, a court of equity jurisdiction within the state, on application of this Association or a creditor or member thereof, or on application of a receiver appointed for the Association, may order a meeting of the creditors or class of creditors or of the members or class of members to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the members or class of members to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this Association as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the members or class of members and also on this Association.

ARTICLE IX

Any action required or permitted by the Act 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 consents in writing,

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