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HomeMy WebLinkAboutR-2016-063 Horizons Business Park Association Articles of Incorporation RESOLUTION NO. R-2016-063 A RESOLUTION DIRECTING THE AMENDMENT AND RESTATEMENT OF HORIZONS BUSINESS PARK ASSOCIATION INC.'S ARTICLES OF INCORPORATION WHEREAS, on May 3, 2016, the City of Riverside passed and adopted Resolution R-. 2016-016 directing the Incorporation of the Horizons Business Park Association and appointing the initial members of the Board of Directors of said Association; and WHEREAS, on May 6, 2016, Horizons Business Park Association, Inc. was incorporated and the Articles of Incorporation are attached hereto as Exhibit A and the Certificate of Incorporation issued by the Missouri Secretary of State is attached hereto as Exhibit B; and WHEREAS, Article VI of the Articles of Incorporation provides that the Corporation shall establish membership interests of the Association as set forth in the Declaration. After the date that eighty (80%) percent of the Parcels in the Development Plan (as is exists from time to time)have been sold to Owners, each Member shall have one voting membership interest; and WHEREAS, Article IX of the Articles of Incorporation provide the pursuant to the Declaration and notwithstanding anything in these Articles of the Bylaws of the Corporation seemingly to the contrary, the City of Riverside, Missouri (the "City") and/or The Industrial Development Authority of the City of Riverside, Missouri (the "IDA") shall have absolute and exclusive control over the Association, including appointment and removal of members of the board of directors and any and all officers of the Association, until eighty percent (80%) of the Parcels in the Development Plan (as it exists from time to time) have been sold to Owners. Until such time, only the City and/or the IDA shall be entitled to exercise any and all powers of the Association. The City and/or the IDA's exercise of control over the Association pursuant to this Article VII of these Articles shall in no way obviate any Owner's obligations under the Declaration, including,without limitation, the payment of any Assessments; and WHEREAS, eighty percent (80%) of the parcels in the Development Plan (as it exists from time to time) have not been sold to Owners; and WHEREAS, Owners have no voting membership interest; and WHEREAS, the City shall exercise control over the Corporation; and WHEREAS, Articles VII and X of the Articles of Incorporation indicates that the Corporation is organized for civic or professional, commercial, industrial or trade association purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code; and WA 8613759.1 WHEREAS, Section 501(c)(3) of the Internal Revenue Code relates to charitable, religious, educational and scientific purposes, and the Corporation is not formed for any of those purposes; and WHEREAS, the Articles of Incorporation need to be Amended and Restated to correctly state the Corporation's purpose. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI,AS FOLLOWS: THAT the Board of Directors of the Horizons Business Park Association (`Board") are hereby directed and authorized to execute, deliver and file said Amended and Restated Articles of Incorporation, attached hereto as Exhibit C and incorporated herein, with the Secretary of State of the State of Missouri and the Mayor, the City Administrator, the Special City Attorney, and other appropriate City and Board officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with this Ordinance and to execute deliver and file for and on behalf of the City and the Horizons Business Park Association, the attached Amended and Restated Articles of Incorporation ("Exhibit A") substantially in the same form as herein authorized and to execute such additional documents and take such actions as are necessary or desirable to effectuate the intent of this Resolution. PASSED AND ADOPTED by the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 6th day of September, 2016. Mayor Kathleen L. Rose Attest: Robin Kincaid, City Clerk Approved as to form: Spencer Fane LLP Special Counsel to the City by Joe Bednar 2 WA 8613759.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION of HORIZONS BUSINESS PARK ASSOCIATION, INC. (a nonprofit corporation) Pursuant to the provisions of the Missouri Nonprofit Corporation Act, the Corporation certifies the following: 1. The name of the Corporation is Horizons Business Park Association, Inc. 2. These Amended and Restated Articles of Incorporation contain amendments to the Articles requiring approval by the Members. 3. The number of Members outstanding (all of the same class) is S , of which Q voted against these Amended and Restated Articles and 3 voted in favor, which was sufficient for approval. 4. These Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation. 5. The Articles of Incorporation are amended and restated in their entirety to read as set forth below: ARTICLE I -NAME The name of the corporation(the"Corporation") is: Horizons Business Park Association, Inc. ARTICLE II -BENEFIT The Corporation is a mutual benefit corporation. ARTICLE III - DURATION The period of duration of the Corporation is perpetual. ARTICLE IV—REGISTERED OFFICE AND AGENT The address of the Corporation's initial registered office in the State of Missouri is 1000 Walnut Street, Suite 1400, Kansas City, MO 64106, and the name of its initial registered agent at such address is Spenserv, Inc. WA 8617176.1 ARTICLE V -INCORPORATOR The name and mailing address of the incorporator is as follows: Joseph P. Bednar, Jr., c/o Spencer Fane LLP, 304 East High Street, Jefferson City MO 65101. ARTICLE VI—MEMBERS AND MEMBERSHIP INTERESTS The Corporation shall have members as set forth in the Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park/Planned Development District dated February 13, 2012, and recorded with the Platte County Recorder of Deeds on March 9, 2012, as Instrument No. 2012003468, and recorded in Book 1187, at Page 286 (as the same may be amended from time to time, the"Declaration"). ARTICLE VII- DISSOLUTION Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation in such manner and to such persons as authorized under the Missouri Nonprofit Corporation Act (the "Act'). Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for charitable, educational, religious or scientific purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE VIII- DEFINITIONS The capitalized words and terms used but not otherwise defined in these Articles shall be deemed to have the same meanings as are given to those words and terms in the Declaration. The term "Corporation" has used in these Articles shall refer to the "Association" described in the Declaration. ARTICLE IX- CONTROL Pursuant to the Declaration and notwithstanding anything in these Articles or the Bylaws of the Corporation seemingly to the contrary, the City of Riverside, Missouri (the "City") and/or The Industrial Development Authority of the City of Riverside, Missouri (the "IDA") shall have absolute and exclusive control over the Association, including appointment and removal of Members of the Association Board and any and all officers of the Association, until eighty 2 _ WA 8617176.1 percent (80%) of the Parcels in the Development Plan (as it exists from time to time) have been sold to Owners. Until such time, only the City and/or the IDA shall be entitled to exercise any and all powers of the Association. The City and/or the IDA's exercise of control over the Association pursuant to this Article VII of these Articles shall in no way obviate any Owner's obligations under the Declaration, including, without limitation, the payment of any Assessments. ARTICLE X- PURPOSES The Corporation is organized to provide for the preservation of the values and amenities in the business park described in the Declaration, for the maintenance of the common use areas, the enforcement of the covenants and restrictions, and the collection and disbursing of assessments and charges, all as provided in the Declaration. The Corporation will have such rights, power and duties as set forth in the Act, these Articles, and the Declaration and may do any and all acts and things which may be useful, necessary, suitable, desirable or proper for the furtherance, accomplishment or obtainment of any or all of the purposes of the Corporation, all on a not-for-profit basis. ARTICLE X The effective date of this document is the date it is filed by the Secretary of State of Missouri unless a future date is otherwise indicated. In Affirmation thereof(the facts above are true and correct),these Amended and Restated Articles of Incorporation have been signed this 6th day of September, 2016. Horizons Business Park Association Inc. By: Pamela Darata, President 3 WA 8617176.1 EXHIBIT A ARTICLE VII-DISSOLUTION Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation in such manner and to such persons as authorized under the Missouri Nonprofit Corporation Act (the "Act'). Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for charitable, educational, religious or scientific purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE X- PURPOSES The Corporation is organized to provide for the preservation of the values and amenities in the business park described in the Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park/Planned Development District dated February 13, 2012, and recorded with the Platte County Recorder of Deeds on March 9, 2012, as Instrument No. 2012003468, and recorded in Book 1187, at Page 286 (as the same maybe amended from time to time, the "Declaration"), for the maintenance of the common use areas, the enforcement of the covenants and restrictions, and the collection and disbursing of assessments and charges, all as provided in the Declaration. The Corporation will have such rights, power and duties as set forth in the Act, these Articles, and the Declaration and may do any and all acts and things which may be useful, necessary, suitable, desirable or proper for the furtherance, accomplishment or obtainment of any or all of the purposes of the Corporation, all on a not-for-profit basis. WA 8621963.1 N000701812 Date Filed: 5/6/2016 Jason Kander ARTICLES OF INCORPORATION Missouri Secretary of State of HORIZONS BUSINESS PARK ASSOCIATION,INC. (a Nonprofit Corporation) The undersigned natural person(s)of the age of eighteen years or more for the purpose of forming a corporation under the Missouri Nonprofit Corporation Act, adopt the following Articles of Incorporation: ARTICLE I-NAME The name of the corporation is: Horizons Business Park Association,Inc. ARTICLE II-BENEFIT This corporation is a Mutual Benefit Corporation. ARTICLE III-DURATION The period of duration of this corporation is perpetual. ARTICLE IV—REGISTERED OFFICE AND AGENT The address of the Corporation's initial registered office in the State of Missouri is 1000 Walnut Street, Suite 1400, Kansas City,MO 64106,and the name of its initial registered agent at such address is Spenserv,Inc. ARTICLE V-INCORPORATOR The name and mailing address of the incorporator is as follows: Joseph P. Bednar, Jr., c/o Spencer Fane LLP, 304 East High Street,Jefferson City MO 65 10 1. ARTICLE VI—MEMBERS AND MEMBERSHIP INTERESTS The Corporation shall establish membership interests of the Association as set forth in the Declaration. After the date that eighty(80%)percent of the Parcels in the Development Plan (as it exists from time to time) have been sold to Owners, each Member shall have one voting membership interest. ORI-05MO16-1556 State of Missouri No of Pages 3 Pages Creation - Non-Profit WA9151401.1 ARTICLE VII-DISSOLUTION Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the } assets of the corporation exclusively for the purposes of the corporation in such manner, or the such organization or organizations organized and the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determining. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine,which are organized and operated exclusively for such purposes. ARTICLE VIII-DEFINITIONS The capitalized words and terms used but not otherwise defined in these Articles shall be deemed to have the same meanings as are given to those words and terms in the Declaration. The term "Corporation" has used in these Articles shall refer to the "Association" described in the Declaration. ARTICLE IX-CONTROL Pursuant to the Declaration and notwithstanding anything in these Articles or the Bylaws of the Corporation seemingly to the contrary,the City of Riverside, Missouri (the"City") and/or The Industrial Development Authority of the City of Riverside, Missouri (the "IDA") shall have absolute and exclusive control over the Association, including appointment and removal of members of the board of directors and any and all officers of the Association, until eighty percent(80%) of the Parcels in the Development Plan(as it exists from time to time) have been sold to Owners. Until such time, only the City and/or the IDA shall be entitled to exercise any and all powers of the Association. The City and/or the IDA's exercise of control over the Association pursuant to this Article VII of these Articles shall in no way obviate any Owner's obligations under the Declaration, including, without limitation, the payment of any Assessments. ARTICLE X-PURPOSES The corporation is organized exclusively for civic or professional, commercial, industrial or trade association purposes within the meaning of Section 501(c)(3) of the Internal Revenue code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3)of the Internal Revenue Code of 1954 (or the corresponding provision of any future Untied States Internal Revenue Law) or (b) by a corporation, -2- WA 8151401.1 contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the incorporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. ARTICLE X The effective date of this document is the date it is filed by the Secretary of State of Missouri unless a future date is otherwise indicated. IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 6th day of May, 2016. Joseph P. Bednar, Jr., Incorporator STATE OF MISSOURI ) ) ss. COUNTY OF Cole ) On this 6th day of May, 2016,before me personally appeared Joseph P. Bednar,Jr.,to me known to be the person described in and who executed the foregoing instrument and acknowledged that he executed the same as his own free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above mentioned. Kelli D. Stiles Notary Public My Commission Expires: 1/20/2020 KELLI D.STILES Notify Public • Notary Sal State of Missouri, Cole County Commission # 12383383 3 WA 8151401.1 STATE OF MISSOURI Jason Kander Secretary of State CERTIFICATE OF INCORPORATION WHEREAS, Articles of Incorporation of Horizons Business Park Association, Inc N000701812 have been received and filed in the Office of the Secretary of State, which Articles, in all respects, comply with the requirements of Missouri Nonprofit Corporation Law; NOW, THEREFORE, I, JASON KANDER, Secretary of State of the State of Missouri, do by virtue of the authority vested in me by law, do hereby certify and declare this entity a body corporate, duly organized this date and that it is entitled to all rights and privileges granted corporations organized under the Missouri Nonprofit Corporation Law. IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 6th day of May, 2016. Jason Kander Secretary of State State of Missouri Jason Kander,Secretary of State Corpo dons Division PO Box 775/600 W.Mau St.,am.322 Jefferson City,MO 65102 Statement of Correction for a General Business or Nonprofit Corporation (Submit with filing fee of$10.00) 1. The name of the corporation is Horizons Business Park Association, Inc. Charter#: N000701812 2. The state/country under whose laws it was organized is: Missouri 3. Type of document being corrected(or filed copy attached): Articles of Incorporation 4. The error is corrected as follows: by replacing Articles VII and X with new Articles VII and X as set forth on attached Exhibit A. 5. The reason for such correction is: Articles VII and X of the original Articles mistakenly refer to the Corporation as being organized exclusively for those purposes permitted under Section 501(c)(3)of the Internal Revenue Code. This error necessitates changes to Articles VII and X as contained in this Statement of Correction. 6. Date the original document was filed with the Missouri Secretary of State: May 6, 2016 In affirmation thereof, the facts stated above are true and correct: (The undersigned understands that false statements made in this filing are subject to the penaities provided under Section 575.040, RSMo) Pamela Darata. President Sept. 6th, 2016 Authorized Signature Printed Name Title Date Name and address to return filed document: Name: Joseph P. Bednar, Jr., Spencer Fane LLP Address: 304 East High Street City, State, and Zip Code: Jefferson City, MO 65109 corp.60 ti moos)