,lw

-6

filirbigan Department of 6otllmerce

1lanring, $ltch

gan

This is to Certif y That Articles of In:crporation of

IXH

ISKEY CREEK CONNIT IAIUTI ASSOCI AT ION

filed in this office on the:4th day of JuIy,

in conformity with Act 762, Public Ac.s of 1982-

were duly

g'r9lnt*"h^

f"'tffiy
!}f;#,J h

:E

\ffi"F

In test:,4ony whereof , I have hereunto set my

hand a'..C af fixed the SeaI of the Department,
in the -ity of Lansing, this 74th day
of Jull 1993-

rtva....od

179

1993,

Director

C:'poration

Securities Bureau

9;1FH314?

eis

9712 mG&Fi

tl,

;-c ,.7

MICHIGAN DEPARTMENT OF

COMMERCE_CORPORATION
attrD SF'nTTRITI ES BUREAU

tr8tE t"p

ltate Receiwed
-iU L

1993

luL t 2 tggs

Adn:nisiatcl
OFC0MhEROi

LllCl-{IGAN 0EPF.!lTIr:Et'lT

Corp:rar:n & S<rdte: Er.rrcar

CORPORATION IDENTIFICATION NUMBE?I

ARTTCLES OF IJiCORPORATION

oi
WHISKEY CREEK CONDO]{INIUM ASSOCIATION

These Articles

tor(s)

of Incorporat::n

are signed by the incorpora-

for the purpose of formi-ng a non-profit

corporation under

the provisions of Act !62 of the ?ublic Acts of L982 known as the
Michigan Nonprofit Corporation Ac-- (the rrActrr), as follows:
ARTICIE I.

The narne of the corporation

i--.:

WHISKEY CREEK CONDOI{INIUM ASSOCIATION

ARTICL: II.

The purpose or purposes for vhich the corporation

is formed

are as foll,ows:
To provide an entity pursuant to Act No. 59 of the Public
Acts of L978, dS amended, hereinafter called the "Michigan
Condominium Actrr, for the operation of condominium
properties in Logan Township, llason County, Michigan, and,
in furtherance thereof:

(a)

i.)
.,

re0.0i

To maintain, opera--e and administer the

property of the con:cminium for the use and

enjoyment of its members anc their guests,

invitees and families;

(b)

To rnake and enforce reasonable rules and

regulations concerning the use of the
condominium property in furt.:erance of the
Master Deed and BY-Iaws;

(c)

To levy and collect assessmen--s f rom members

(d)

To employ personneJ-, to co;:ract for the

maintenance, administration tnd management
of the condominium. and to deiegate to said
persons such powers and ctties as are
necessary therefor;

of the corporation to defr:y the costs,

expenses and losses of the c:ndominium;

e) To purchase insurance upc:r the common

elements of the condominium tnd to collect
and allocate the proceeds tl::reof ;

(f)

To authorize and approve th: execution of

contracts, deeds and/or eas=inents affecting the common elements; and

(q)

In general, to carry on any :ther business

in connection with and incident to the
foregoing purposes not forbi:den, and with
all the powers conferred uFon non-profit
corporations by the laws of the State of
Michigan.

A-l funds and the titles

to all

prop':rties

acquired by the

corpo:ation and the proceeds thereof shal-- be held in trust for

the m:mbers in accordance with the provis:ons of the by-1aws of
the Association
ARTICLE III.
T.:.e

address of the initial

registered :ffice

Suite 17o0, 333 Bridge Stree:,

Rapids, Michi-gan 4950i

is:

N.W.

Grand
T.:.e

mailing address of the registered :ffice

Bridgewater PIacet P.O. Box

-52

Grand Rapids, Michigan 4950'--0352

-2-

is:

office

The name of the resident agent at the:egistered

william K. Van't Hof

is:

ARTICLE IV.

The corporation is organized on a non-stock membership basis'

The description and value of all- asse-.s which the corporation

pos;esses at the time of its

Noi,e; Personal ProPertY:

incorporatj-:n are:

Real' Property:

None '

The corporation is to be financed undEr the following general

pla:r: by assessment of rnembers to defray che costs' expenses and

losses of the condominiumARTICLE V.

The name and address of the incorpora--or is as follows:

Residence or Business Address
Name

WilliaurK.Van|tHof3160Ha]-1St:eetS.E.
Grand RaPids Michigan
ARTICLE

49506

VI.

The names and addresses of the first

E'lard of Directors are as

fo- lows:

Name

Residence or Busj-ness Address

Mark E- Todd

5O3O SiPPY F:ad

GarY Schottke

Custer, MI 4t405
5251- Hillviev Dr'
Muskegon, M' 4944L

williamK.Van.tHof3160HaIIS.i:et,S.E.
Grand RaPids, MI 49506
ARTICLE VIT.

The term of the corporation shall be Perpetual'

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ARTTCLE

The corporation

V:IT.

is or:ganized o:. a membership basis and each

Co-owner of record of a Unit in t.re condominium, including

Developer thereof until

member

the

al1 such ur::ts have been sold, shal] be

of the corporation.

Such men:ership shalj- not be assigned.,

pledged, encumbered or transferrec

appurtenance to such Unit.

in any manner except as

The dir:ctors

be members of the corporation until

an

named herein shall also

such time as their

successors

shal1 have been elected and gualified.

Each member of the corporation shall be entitled

to one vote,

the value of which and the manner cf exercise of which are to

be

determined in accordance with the B,'-Laws of the corporation.

ARTTCLE :X.

Any action reguired or perrnittel by the Act to be taken at an

annual or speci-aI meeting of member: may be taken without a neet-

i.g, without prior notice, and wi--:hout a vote, if a consent in

writing, setting forth the action so taken, is signed by members
having not Iess than the minimum :.umber of votes that would be
necessary to authorize or take the action at a meeting at which
aI] members entitled to vote the:eon were present and voted.
Prompt notice of the taking of corF,lrate acti-on without a meeting
by less than unanimous consent sha- I be given to members who have
not consented in writing.
ARTICLE X.

No contract or other transactic;r between this

any other corporation,

cancellation

firm or association shall

corporation and
be subject to

(other than as provr:ed by Act 59, P.A. I978,

-4-

dS

amended) by the fact that any one or more of the directcrs

are interested

officers

of the corporttion

officers

of such othe: corporation,

or

in or are direc--crs or

fj-rm or association,

and any

-ndividually nay be a party to or nay be

interested in any co:tract or transaction of the corpo:ation;
provided, that the c:ntract or other transaction is fa-r and
reasonable to the cor:oration when it is authorizedt apprcved or

director

or officer

ratified

and that the material facts as to such relationseip or

are disclosec or known to the board or committee at the

interest

the contract or transauthorized, a:proved or ratified

action by a vote suff-cient for the purpose without count-ng the
and each anc every
vote of such interest:d director or officer,
time it

or officer

person who may become a director

hereby relj-eved from any liability

of the corpora--ion is

which might otherwise exist

from contracting wi-th the corporation for the benefit of :imself

or any firrn, associat:cn or corporation in which he may be otherwise interested as s-, forth hereinARTICLE XT.

The mernbers of th: Board shall be volunteer directors within

the meaning of Act 1il of the Public Acts of L987. A vo-unteer
director sha1l not be personally 1iab1e to the corporatic:. or to

its members for rnorte-:frf damages for a breach of the dir:ctorrs

Howeve:, this
f i-duciary duty aris::rg under applicable Iaw'
Article

shall not eljninate

or limit

the liability

of a ilrector

for any of the follou-ng:

(a) a breac.: of the director's duty of loyalty to :he

corporation or j-ts members;

-5-

(b) acts or omissions not in good faith or that

involve intentional misconduc-- or knowing viotation of law;
(c) a viotation of Se-tion 551(1) of the Michigan
Nonprofit Corporation Act;
(d) a transaction from ahich the director derived an
improper personal benefit;
(e) an act or omission :hat is grossly negligent; or
( f)
an act or omissior. occurring before the date on
which this document i-s f ilei.
A volunteer director shall only be personally liable for

monetary damages for a breach o: fiduciary duty as a director to

the corporation and its members to the extent set forth in this

Article

Xf.

shall not

Any repeal or modif-cation of this Article

adversely affect any right or prccection of any wolunteer director

existing at the tirne of, or for or with respect to, any acts or
omissions occurring before such :epeal or modificati-on.
ARTTCiE XII.
These Articles

may be arnended by the affirmative

vote of not

less than a majority of the enti:e membership of the corporation;

provided, that in no event shall any arnendment make changes in the
qualif ications

or membership r.,trr the voting rights

of

members

without the unanimous consent oJ the membership.

ARTTCL; XIII.
In the event the existence c: the corporation shall be terrninated for any reason, aII assets :f the corporation remaining after
impose,l by applicable law shalI be
payment of obligations
along the members o: the corporation in the same proportion to which each memberrs::rterest in the common elements of
the Project bears to the total ci such interests'

distributed

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I, the incorporator. sign

my

this Bth day of J

Will iarn K-

u00022 - 198

-7-

Van t t

y, 19J3.

T^IHISKEY CREEK CONDOMINIUM ASSOCIAT-CN

WAIVER OF NOTICE
FTRST MEETING OF INCORPORATOR

The l-rdersj-gned, being the sole incorporator

condomin-rm Association,

a Michigan non-prof it

:f Whiskey Creek
c:rporati-on, does

hereby waive notj-ce of the time, prace and purpose of hording the
first mee:ing of the incorporator of said corpc:ation, and does
hereby ccesent to the hording of such meeting at suite 17oo, 333
Bridge St:eet, N.W., Grand Rapids, Michigan on th: 8th day of July
at 1o:oo:rclock
transacti:n

in the forenoon, and does furthe: consent to the

of any and arl business that may properry come before

the meetirg
Dated:

J:Iy

B,

1994

william

Vanrt Hoi

W}.fSKEY CREEK CONDOMINIUM ASSOCIATION

MINUTES OF

FIRST MEETING OF INCORPORATOR

neeting of

The first

Condominium Ass:ciation,

the

incorporator

a Michigan non-profit

of

-skey Creek
corp:ration, was
Wl

held at Suite Ll)ot 333 Bridge Street, N.W., Grand Rapils, Michigan
on July B, 1993 at 10:00 a.m.

, the sole incorporator, was present in

person, waived :-otice of the meeting and consented L: the transwilliam K.

'i-an I t

Hof

action of such rusiness as might be proposed.

Mr. Vanrt Hcf acted as chairman and as secretary tf the meeting. The chairnan ruled that the meeting was duly c:nvened pursuant to the prcvi-sions of Act L62 of the Public Acts of L982, ds
amended, known as the Michigan Non-profit

Articles

of Incorporation of the corporation prepa,red by legaj-

counsel were reviewed by the incorporator,

reguisite

Corporation Act.

forma-ity and readied

or

executed by airn with the

orwardi-ng to --he Michigan

Department of Ccmmerce for filing.

The chairma:. then presented to the meeting a prop,rsed form of

Association
af f a j-rs

By-laws for

the regulati-on

of the corporation.

and nanagenent of the

He noted that

the :y-laws were

abbreviated in :orm, as many of the matters ordinari-y set forth

in corporate by-laws were requi-red by the Michigan Coidominium Act
to be set forth. in separate condominium by-Iaws atta:hed to, and
recorded r.lith, :he Master Deed. These documents w:e therefore
incorporated by reference into the Association by-laws.

Both sets

of B1'-Iaws were then read and considered, and thereafter,

duly made, seconded and unanirnously carried, it was

on motion

that the by-raws submitte: to and

at this meeting be, and the sam hereby read
are
adopted as the by-laws of the corpc:ation.A co;y of the by;laws were inserted in th: minute book of the
corpc:ation immediatery preceding the minutes of this meetlng.
T'--Ie chairman then suggested that a bc.erd of directors
be
forma:ly elected, and in consequence the fol_:wing: were duly nomi_
RESOLVED,

natec and unanimously elected directors of th: corporati-on, to hold

offic': untit the first annual rneeting of merbers and until their
respe:tive successors sharr be duly elected :nd gualifi-ed:

Mark E. Todd
' cary Schottke
Wi-11iam K. Van,t Hof
T-re chairman poj-nted out that under the :rovisions of the bylaws, the initial
neeting of the members wo-ld not ordinarily be
held :ntil ca11ed by the Developer iuithin the time required by the
condoriniurn by-raws. untir the holding of such rneeting, the byIaws iurther provide that the directors ele,:ted at this meeting
sha11 serve.
T.:e chairman stated that he had acted on:ehalf

of persons yet

unknovn who would in the future be purchasin: units i.n the condo-

miniun- Since no further meetings of members are scheduled until

such --ime as convened by the Developer, he -ndicated that hre saw
no fu:ther need for acti-on by the incorporat:r.

-2-

There

the

same

being no further business to come before the meeting,

was adjourned upor motion duty made, seconded and car-

ried.
Will-iam K. Van't Hof
Secretary Pro Tem

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