Articles of Incorporation

NONPROFIT
ARTICLES OF INCORPORATION
OF
FAIRVIEW LAKE PROPERTY OWNERS ASSOCIATION

The undersigned individual, acting as incorporator; under the Oregon Nonprofit Corporation Act, adopts the following Articles of Incorporation.

ARTICLE I
The name of the corporation is Fairview Lake Property Owners Association.

ARTICLE II
The corporation is a mutual benefit corporation.

ARTICLE III
The corporation is organized and shall be operated for the purpose of representing the interests of littoral property owners on Fairview Lake, Multnomah County, Oregon, lncluding:
(a) Holding, either solely or jointly with another organization or governmental entity, the water storage permit for the recreational use of Fairview Lake required by the State of Oregon, Water Resources Department;
(b) Promoting a healthy aquatic environment in and around Fairview Lake; and
(c) Working cooperatively with governmental jurisdictions involved with Fairview Lake.
The corporation shall have and may exercise all of the rights and powers given to nonprofit corporations under the Oregon Nonprofit Corporation Act.

ARTICLE IV
The corporation will have members as that term is defined in the Oregon Nonprofit Corporation Act. Any individual or entity that (a) subscribes to the purposes of the corporation and (b) own property with water frontage on Fairview Lake, Multnomah County, Oregon, is eligible to become a member. Members shall be entitled to one vote per tax lot, or one vote per 100 feet of lake frontage subject to dues paid for each membership unit, on any matter that is the subject of a membership vote.

ARTICLE V
The names and addresses of the initial directors of the corporation are:
Suzanne Auvil, 21765 NE Lachenview St, Troutdale, OR 97060
James Graybill, 21130 NE Interlachen Ln, Troutdale, OR 97060
Arthur Spada, 13635 NE Clackamas St., Portland, OR 97230
Patrick Strait, 21785 NE Lachenview St, Troutdale, OR 97060
Keith Williams, 20110 NE Interlachen Ln, Troutdale, OR 97060
The incorporator has obtained the consent of all directors named to serve. All directors of the corporation other than the initial directors shall be elected by the members of the corporation at the time and in the manner set forth in the corporation’s bylaws.

ARTICLE VI
No director or uncompensated officer shall have any personal liability to the corporation for monetary damages for conduct as a director or officer, provided that this provision shall not be deemed to eliminate or limit the liability of a director or officer:
(a) Any breach of the director’s or officer’s duty of loyalty to the corporation;
(b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(c) Any unlawful distribution;
(d) Any transaction from which the director or officer derived an improper personal benefit; or
(e) Any act or omission in violation of ORS 65.361 to 65.367, or the corresponding provisions of any future Oregon nonprofit corporation law.

ARTICLE VII
The corporation shall indemnify to the fullest extent permitted by the Oregon Nonprofit corporation Act any person who is made, or threatened to be made, a party to an action, suit, proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director or officer of the corporation. The right to and amount of indemnification shall be determined in accordance with the provisions of the Oregon Nonprofit Corporation Act in effect at the time of the determination.

ARTICLE VIII
Upon dissolution or final liquidation, after payments or provisions for payment of all of the liabilities of the corporation, the remaining assets of the corporation shall be distributed in equal shares to the members of the corporation at the time of dissolution, with one share for each paid up dues membership unit.

ARTICLE IX
The name of the corporation’s initial registered agent is: Terrance Pancoast III. The address of the corporation’s initial registered office is: Stoel Rives, LLP, 900 SW Fifth Avenue, Suite 2300, Portland, OR 97204-1268.

ARTICLE X
The name and address of the incorporator is:
Terrance Pancoast III, Stoel Rives, LLP, 900 SW Fifth Avenue, Suite 2300, Portland, OR 97204-1268

ARTICLE XI
The alternate corporate mailing address to which notices may be mailed until the principal office of the corporation has been designated by the corporation in its annual report is:
Patrick Strait, 21785 NE Lachenview St, Troutdale, OR 97060.

DATED: , 1996
(Name) , Incorporator

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