ARTICLES OF INCORPORATION

OF

EAGLE LAKE PRESERVATION ASSOCIATION

 

            We, for the purpose of operating a nonprofit corporation pursuant to Minnesota Statutes, Chapter 317A, and amendments thereto, do hereby bind ourselves together as a body corporate and adopt the following Articles of Incorporation.

  

ARTICLE I.

 

            The name of this corporation shall be:

EAGLE LAKE PRESERVATION ASSOCIATION

 

ARTICLE II.

 

             The purpose of this Corporation shall be as follows:

A.     Educate the community regarding the wise use, management, and preservation of Eagle Lake and its surrounding watershed in order to maintain the delicate ecological balance which must be kept between the Lake, the adjacent shore land, and its surrounding watershed and encourage such use, management and preservation.     

B.     Utilize scientific methods to research, monitor and study water quality so as to maintain Eagle Lake and its surrounding watershed in good condition for the benefit of the community at large and all current and future users of Eagle Lake.

C.     Consider, recommend and endeavor through educational activities appropriate action by agencies of the government, private foundations and private individuals to realize effective management and preservation of these valuable natural resources for the community at large and all users of the watershed.   

D.     To enter into obligations or contracts and do any act incidental to the transaction of its organizational goals or expedient to the purposes stated in its Articles of Incorporation.

E.      To acquire, by purchase or otherwise, own, hold, buy, sell, convey, lease, mortgage or encumber real estate or other property, personal or mixed.

F.      To borrow money and to issue bonds, debentures or obligations of this corporation from time to time for any of the purposes hereof and to secure the same by mortgage, pledge, deed of trust, or otherwise.

G.     To engage in such other activities not inconsistent with the activities enumerated above as the corporation might from time to time deem advisable.

H.     To be organized and operated exclusively for scientific, educational and other purposes    within the meaning of Section 501(c)(3) of the Internal Revenue Service Code. The corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 50l(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code.

I.        To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

J.       To do any and all things reasonably necessary or incident to accomplish said purposes.

 

ARTICLE III.

 

            No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.

 

ARTICLE IV.

 

            This corporation shall not afford pecuniary gain, incidentally or otherwise to its members, officers or directors. 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 and to make payments and distributions in furtherance of the purposes set forth in Article II above.  Notwithstanding any other provision 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 50l(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

ARTICLE V.

 

The duration of the corporation shall be perpetual unless the corporate existence is sooner dissolved according to law.

 

ARTICLE VI.

 

            The location and post office address of its registered office in the State of Minnesota is:

 

EAGLE LAKE PRESERVATION ASSOCIATION

6223 Eagle Lake Drive

Maple Grove, MN 55369

 

ARTICLE VII.

 

            This corporation shall have NO capital stock but shall have members.  More than one class of members may be established by the corporation’s bylaws.

 

ARTICLE VIII.

 

            No officer, director, or member of the corporation shall have any personal liability for corporate obligations.

 

 

 

ARTICLE IX.

 

            Any action required or permitted to be taken at a meeting of the Board of Directors, other than an action requiring member approval, may be taken by written action signed or consented to authenticated electronic communication by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all directors were present.

 

ARTICLE X.

 

Amendments to these Articles shall be made at a meeting of the Board of Directors called for such purpose, by a vote of the majority of the board who are present at the meeting and entitled to vote on the proposed amendment. Notice of the meeting and of the proposed amendment shall be given to each board member at least five (5) days before the date scheduled for said meeting.

 

ARTICLE XI.

 

            Upon the dissolution of this corporation, the assets of the corporation shall be distributed exclusively for charitable, educational or for other exempt purposes to an organization or organizations exempt under Section 50l(c)(3) of the Internal Revenue Service Code or the corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction 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.

           

            I certify that these Articles have been duly adopted as the amended and Restated Articles of Incorporation of EAGLE LAKE PRESERVATION ASSOCIATION this 26^th  day of February, 2004.

 

                                                                                    ________________________________       

Margaret Armstrong Hamm

President