Articles of Incorporation

Non-Profit — Articles of Incorporation

These Articles of Incorporation are signed by the incorporator for the purpose of forming a non-profit corporation, hereinafter referred to as Association, under the provisions of Act No. 162 of the Public Acts of 1982, as amended, as follows:

Article I

The name of the corporation is Arbor Creek Homeowners Association.

Article II

The purpose or purposes for which the Association is formed are as follows:

(a) To manage and administer the affairs of and to maintain Arbor Creek, a residential building site condominium (hereinafter called the "Project");

(b) To levy and collect assessments against and from the members of the Association and to use the proceeds thereof 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 the proceeds thereof;

(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 said Project;

(f) To make reasonable rules and regulations governing the use and enjoyment of the Project by members and their tenants, guests, employees, invitees, families and pets and to enforce such rules and regulations by all legal methods, including, without limitation, 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 lot in the Project, any easements or licenses or any other real property, whether or not contiguous to the Project, for the purpose of providing benefit to the members of the Association and in furtherance of any of the purposes of the Association;

(h) To borrow money and issue evidences of indebtedness in furtherance of 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 and By-Laws of the Project and of these Articles of Incorporation and such By-Laws and Rules and Regulations of the Association as may hereafter be adopted;

(j) To do anything required of or permitted to it as Administrator of said Project by the 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 Project and to the accomplishment of any of the purposes thereof.

Article III

Said Association is organized upon a non-stock membership basis.

The amount of assets which said Association possesses is:

Real Property: None
Personal Property: None

Said Association is to be financed under the following general plan:

Assessment of Members

Article IV

Location of the first registered office is: 44644 Ann Arbor Road, Suite I, Plymouth, Michigan 48170.

Post office address of the first registered office is: 44644 Ann Arbor Road, Suite I, Plymouth, Michigan 48170.

The name of the first resident agent is: Ronald E. Cook.

Article V

The name and place of business of the incorporator are as follows:

Karl R. Frankena
700 City Center Building
Ann Arbor, Michigan 48104

Article VI

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 members having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote therein 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 VII

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 owner (including the Developer) of a lot in the Project 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 lot in the Project, or purchase of a lot on a land contract, and by recording with the Register of Deeds of Washtenaw County, Michigan, a deed or other instrument establishing a change of record title to such lot and the furnishing of evidence of same satisfactory to the Association (except that the Developer of the Project shall become a member immediately upon establishment of the Project), the new owner thereby becoming a member of the Association, and the membership of the prior owner thereby being terminated.

(c) The share of a member in the funds and assets of the Association cannot be assigned, pledged, encumbered, or transferred in any manner except as an appurtenance to his lot in the Project.

(d) Voting by members shall be in accordance with the provisions of the By-Laws of the Association.

Article VIII

A volunteer director shall not be personally liable to the Association or its members 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 members;

(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 members 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 IX

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. 218 of the Public Acts of 1956, being section 500.3135 of the Michigan Compiled Laws.

Article X

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, chat 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.

I, the incorporator, sign my name this 7th day of April, 1995.

Karl R. Frankena