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									                           ARTICLES OF ASSOCIATION
              WILLISTON WOODS COOPERATIVE HOUSING CORPORATION


ARTICLE I
NAME AND LOCATION

1 .1 Name. The name of the Corporation shall be the Williston Woods Cooperative Housing Corporation
(the 'Corporation').

1 .2 Agent for Service of Process. The initial registered agent of the Corporation shall be Leonard S.
Mercia, with the registered office at 200 Williston Woods Road, Williston, Vermont 05495.

1.3 Location of Corporation. The Corporation shall be located at 200 Williston Woods Road, Williston,
Vermont 05495.

ARTICLE II
TYPE OF CORPORATION AND PURPOSES

2.1 Type of Corporation and Purposes. The Corporation is organized under Title 11, Vermont Statutes,
Chapter 14, and shall be governed as a cooperative housing corporation under the Vermont Cooperative
Housing Ownership Act (i I V.S.A. Section 1 581 et seq.) - The purpose of this Corporation is to engage in
any lawful act or activity for which a Corporation may be organized under such laws.
Additional purposes shall include:

a. Owning and operating Williston Woods Manufactured Home Community(the 'Property) to meet the special
needs of persons aged fifty-five (55) and over in conformance with Land Use Permit #4CO5.45, as
amended, and undertaking any other cooperative activities for the benefit of the residents thereof.

b. Operating the Property on a cooperative basis as a limited equity housing cooperative for the mutual
benefit of the members of the Corporation.

c. Borrowing money and issuing evidences of indebtedness in furtherance of any and all of the objectives of
its business; securing the same by mortgage, deed of trust, pledge, or other lien.

d. Entering into any kind of activity and performing and carrying out contracts of any kind necessary to, in
connection with, or incidental to the accomplishment of the purposes of the cooperative corporation.

2.2 Operating Year. The operating year of the Corporation shall be October 1 through September 30.

2.3 Period of Duration. The period of duration of the Corporation shall be perpetual.

ARTICLE III
LIMITED EQUITY HOUSING COOPERATFVE

The Corporation is organized as a limited equity housing co-operative pursuant to and as governed by I 1
V.S.A. Section 1598, and as such, the Corporation shall satisfy the following additional requirements.,

3.1 Statutory Objectives. The Corporation hereby declares that it shall receive, hold, administer, exchange
and expend its funds and property, including the Property, in order to fulfill the public purpose of providing
and preserving housing for persons and households of low and moderate income and encouraging,
assisting and supporting the foregoing purposes.

3.2 Membership Fee. The membership Fee to be paid by any member purchasing a membership interest
in the Corporation, evidenced by a membership share (the 'Membership Interest), shall be $2,500. In
proposing any amendment to the Membership Fee, the Board of Directors for the Corporation must at all
times take into consideration the statutory objective of maintaining long-term affordability of cooperative
interests for persons or households of low and moderate income.



             Articles of Association - Williston Woods Cooperative Housing Corporation - Page 1 of 4
3.3 Corporation Acquisition of Membership Shares. The Corporation reserves the right to acquire
membership shares.

3.4 Transfer Value Restrictions. Upon the sale, conveyance, transfer, pledge, encumbrance, grant of a
security interest in or other disposition of a Membership interest in the Corporation, evidenced by a
Membership Interest, no member may receive or realize consideration or value of the Membership Interest
in an amount exceeding the transfer value, which shall be equal to the membership fee paid by the
member (the 'Transfer Value’)

3.5 Restrictions on Transfer of Membership. Memberships may only be transferred for the following
causes and on the conditions stated:

        a. Death of a Member. Upon death of a member, such membership in the Corporation passes by
        will or inestate distribution to a person aged 55 or over of the decedents household, residing in the
        residence covered by the decedent‘s Proprietary Lease at the time of death, such legatee or
        distributes may become a member of the Corporation by assuming in writing the terms of the
        subscription agreement and proprietary lease, within thirty (30) days after the members death, and
        by paying all amounts due to the Corporation. If a member dies and an obligation is not assumed
        in accordance with the foregoing, the Corporation shall have an option, but not the obligation, to
        purchase the membership from the deceased member’s estate in the manner provided in
        subparagraph (b) below, which shall be exercised within 45 days from the date of the member’s
        death. If the Corporation does not exercise such option, the membership shall be sold in
        accordance with the provisions of subparagraph (c) below, the references to “member” shall therein
        to be construed as references to the legal representative of the deceased member.

        b. Corporation's First Right to Purchase. A member who desires to transfer his membership interest
        shall notify the Corporation in writing of such intention, and the Corporation shall have an option for
        a period of fifteen (15) days following the receipt of such notice, but not the obligation, to purchase
        the membership, together with all of the member’s rights with respect to the lot to which it is
        appurtenant, by paying the transfer value less any amounts due by the member to the Corporation.

        c. Procedure Where Corporation Does Not Exercise Option. If the Corporation waives in writing its
        right to purchase the membership under the foregoing option, or if the Corporation fails to exercise
        such option within the fifteen (15) day period, the member may sell the membership to any person
        who has been approved by the Corporation as a member and occupant, for a consideration not to
        exceed the transfer value, The Corporation shall promptly consider any prospective purchaser and
        shall not unreasonably withhold such approval, pursuant to standards which shall be adopted by the
        directors, and incorporated into the proprietary lease and the tenant lease.

        d. Transfer Value. The term 'transfer value' shall mean the consideration paid for the membership
        by the shareholder as shown on the books of the corporation.

3.6 Distributions on Dissolution. Upon the dissolution and liquidation of the Corporation, corporate assets
to the extent available shall be allocated and distributed or set aside for distribution in accordance with the
following order of priorities:

        a. payment of all debts and liabilities of the Corporation;

        b. distribution to each member in satisfaction of all membership rights in an amount not exceeding
        the Transfer Value of the member’s membership Interest: and

        c. distribution without regard to priority and subject to the discretion of the Corporation's Board of
        Directors, to another limited equity cooperative whose formula for determining Transfer Value shall
        be no less restrictive than that of this Corporation, a public agency, or a charitable organization as
        defined and described in Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended.


             Articles of Association - Williston Woods Cooperative Housing Corporation - Page 2 of 4
3.7 Sublease of Lots. A member may not sublease the lot to which the membership share is appurtenant
without the approval of the Corporation. Criteria for the approval of subleases shall be adopted by the
Board of Directors and incorporated into the proprietary lease and the tenant lease. A member’s sublease
of an individual lot shall provide for monthly lease payments by the sublessee, not to exceed 110% of the
monthly payments for the lot provided for in the proprietary lease to be executed by the member and the
Corporation, and shall otherwise be subject to the provisions of the Corporation's Bylaws and Proprietary
Lease, and Corporation policy concerning subleases.

3.8 Sale of Assets. The Corporation shall not sell all or substantially all of its assets if such sale is intended
to circumvent the purposes of the Corporation as set forth in Articles II and III herein.

ARTICLE IV
CAPITAL

4.1 Stock. The Corporation is formed with and shall have only one class of stock. The aggregate number
of membership shares the Corporation shall have authority to issue shall be ll6, equal to the number of lots
in the Corporation Property, all of which shall be without par value.

4.2 Allocation of Ownership and Voting Interests. The Corporation shall issue one membership share to
each member as evidence of their ownership of a Membership Interest. Each member shall have one vote.
Should a dispute arise between joint owners or co-tenants with regard to voting a Membership Interest, the
joint owners or co-tenants may divide their vote into two (2) one-half votes. However, in no event shall a
Membership Interest be entitled to more than one full vote.

4.3 Dividends. The Corporation may issue dividends allocable to membership share, at a rate which shall
not exceed six percent (6%) per annum on invested capital.

4.4 Subscription Agreements. Subscription Agreements, representing eighty percent (80%) of the
occupied lots of the Property of the Corporation, have been executed and delivered.


ARTICLE V
MEMBERSHIP

5.1 Membership Interest. A Membership Interest in the Corporation constitutes an ownership interest and
is also known as a cooperative interest, coupled with an exclusive night of possession of a lot pursuant to a
Proprietary Lease. Any purported sale, conveyance, transfer, pledge, encumbrance, grant of a security
interest in or other disposition of the Membership Interest in the Corporation made without the possessory
interest in the lot, or of the possessory interest in the lot made without the Membership Interest in the
Corporation, is void.

5.2 Limitation on Ownership of a Membership Interest. No member may own, hold, vote, or have an
interest in more than one Membership Interest, except the Corporation.

5.3 Attributes of Membership. The designation, qualifications, requirements, method of acceptance and
incidents of membership shall be set forth in the Bylaws.

ARTICLE VI
DIRECTORS

The initial Board of Directors shall be composed of an uneven number of at least five (5) and not more than
seven (7) members, with the following serving as Directors until their successors are elected and qualify:




              Articles of Association - Williston Woods Cooperative Housing Corporation - Page 3 of 4
Directors                           Mailing Address

Mike Cunningham                     226 Stone Hill Road, Williston, VT 05495
Leo Leach                           136 Williston Woods Road, Williston, VT 05495
Leon Ignaszewski                    211 Stone Hill Road, Williston, VT 05495
Len Mercia                          215 Stone Hill Road, Williston, VT 05495
Roy Dykeman                         204 Stone Hill Road, Williston, VT 05495
Jack Peters                         229 Stone Hill Road, Williston, VT 05495
Joe Smyrski                         222 Stone Hill Road, Williston, VT 05495

The qualifications, term of office, methods and manner of election, powers and duties, and removal of
Directors shall be set forth in the Bylaws.

ARTICLE VII
AMENDMENTS

7.1 In General. These Articles may be amended as provided under Vermont law, subject to Section 7.2
below.

7.2 Limited Equity Formula. The limited equity formula, or transfer value, contained in the articles may be
amended only ff the amendment does not make the Membership Interest unaffordable for the class of low or
moderate income households for persons for which the Corporation was originally incorporated, as
determined and certified by the Vermont State Commissioner of Housing and Community Affairs.

7.3 Bylaws. The Bylaws of the Corporation may be amended, enlarged, or diminished by:

       a. a resolution of the Board of Directors setting forth the proposed amendment and directing that it be
       submitted to a vote at a meeting of the Members, and

       b. the proposed amendment receives the affirmative vote of at least two-thirds (2/3) of the Members
       of the Corporation present and voting at a meeting for which such proposed amendment has been
       duty noticed as an item of business.

ARTICLE VIII
INCORPORATORS

The Names and Addresses of each Incorporator are as follows:

Incorporators              Mailing Address

Leo Leach                  136 Williston Woods Road, Williston, VT. 05495
Leon lgnaszewski           211 Stone Hill Road, Williston, VT. 05495
Len Mercia                 215 Stone Hill Road, Williston, VT. 05495
Roy Dykeman                204 Stone Hill Road, Williston, VT. 05495
Jack Peters                229 Stone Hill Road, Williston, Vr. 05495
Joe Smyrski                222 Stone Hill Road, Williston, VT. 05495

These Articles are executed in duplicate at Williston, in the County of Chittenden, Vermont this 27th day of
July 1993.


Signature of Incorporators -

(Original signed by above named incorporators)




                Articles of Association - Williston Woods Cooperative Housing Corporation - Page 4 of 4

								
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