Articles of Incorporation
ARTICLES OF INCORPORATION
THE RESERVE OF MEDINA HOMEOWNERS’ ASSOCIATION
The undersigned Secretary of The Reserve of Medina Homeowners’ Association, an unincorporated association, hereby certifies that at a meeting of the members of the association duly held on August 19, 2002, after proper notice to all members pursuant to Section 1702.08, Ohio Revised Code, a majority of the members present at the meeting authorized the adoption and filing of the following Articles of Incorporation, pursuant to Chapter 1702 of the Ohio Revised Code:
FIRST. The name of the corporation shall be The Reserve of Medina Homeowners’ Association.
SECOND. The place in the State of Ohio where the principal office of the corporation is to be located is Medina Township, Medina County, Ohio.
THIRD. The purposes for which this corporation is formed are as follows:
1. To provide for the maintenance, preservation and architectural control of the lots and common areas within The Reserve Subdivision, situated in Medina Township, Medina County, Ohio, and any other additions that may subsequently be brought within the jurisdiction of the corporation.
2. To promote the health, safety and welfare of the residents of The Reserve Subdivision, and any additions that may subsequently be brought within the jurisdiction of the corporation.
3. To exercise all of the powers and privileges and to perform all of the duties and obligations of an association of landowners as set forth in the several Covenants and Restrictions (hereinafter referred to collectively as the “Restrictions”), applicable to The Reserve Subdivision and recorded in the Official Records of the Medina County Recorder and any amendments to the Restrictions.
4. To fix, levy, collect and enforce payment of by any lawful means, all charges or assessments made in connection with the operation of the corporation, and to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the corporation, including all licenses, taxes or government charges levied or imposed against the property of the corporation.
5. To acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property in connection with the affairs of the corporation.
6. To borrow money and with the assent of the majority of the members of the corporation, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred.
7. To dedicate, sell or transfer all or any part of the Common Area (as defined in the Restrictions) to any public agency, authority or utility for any purposes and subject to any conditions that may be agreed to by the members.
8. To participate in mergers and consolidations with other nonprofit organizations organized for the same purpose or to annex additional residential property and common areas, upon approval of a majority of the members of the corporation.
9. To have and exercise any and all powers, rights and privileges that a corporation organized under the Ohio Nonprofit Corporation Law may now or hereafter have or exercise.
FOURTH. Upon the dissolution of the corporation, the directors of the corporation shall distribute the assets of the corporation as follows:
1. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor.
2. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the revocation or dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
3. The remaining assets shall be transferred or conveyed in such manner to one or more Ohio nonprofit corporations (which may or may not have similar purposes to those of the corporation) or to one or more organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provision of any subsequent federal tax laws, as the directors shall determine.
4. No part of the assets of the corporation shall be distributed to or inure to the benefit of any member, officer or director of the corporation.
FIFTH. The following persons, not less than three, shall serve the corporation as directors until the first annual meeting or other meeting called to elect trustees:
- Robert C. Schumacher3368 Old Hickory LaneMedina, Ohio 44256
- Michael J. Spetrino3566 Reserve DriveMedina, Ohio 44256
- Karen H. Horton4748 Salems WayMedina, Ohio 44256
- Carolyn K. Grenfell3663 Autumn Tree DriveMedina, Ohio 44256
- Kenneth W. Chaloupek4874 Timber Creek DriveMedina, Ohio 44256
- Diana K. Scudder3585 Old Hickory LaneMedina, Ohio 44256
- Stella J. Micho3540 Old Hickory LaneMedina, Ohio 44256
SIXTH. All persons owning one or more lots in The Reserve Subdivision, Medina Township, Medina County, Ohio, shall be eligible to become members of the corporation upon payment of dues as established by the trustees in accordance with the Regulations of the corporation.
SEVENTH. These Articles of Incorporation may be amended as provided in the Regulations of the corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 19th day of August, 2002.
Carolyn K. Grenfell, Secretary
ORIGINAL APPOINTMENT OF AGENT
Section 1702.06 Revised Code
The undersigned, being at least a majority of the incorporators of the Reserve of Medina Homeowners’ Association, hereby appoints Robert C. Schumacher (a natural person who is a resident of the State of Ohio) as said corporation’s agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served.
His complete address is 3368 Old Hickory Lane, Medina, Ohio 44256.
Carolyn K. Grenfell, Incorporator
Reserve of Medina Homeowners’ Association Gentlemen:
I hereby accept appointment as agent of your corporation upon whom process, tax notices, or demands may be served.
Robert C. Schumacher, Agent