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HomeMy WebLinkAboutPZ - Articles of Incorporation Articles of Incorporation Of FILED/EFFF 1 TVM, Inc. The undersigned, acting as the incorporator of a corporation (hereinafter Epfp1(i to as "Corporation") under the Idaho Business Corporation Act (the�'$ t' �fb Qhe following Articles of Incorporation for the Corporation. Article 1. Name The name of the Corporation is TVM, Inc. Article II. Period of Duration The period of duration of the corporation is perpetual. Article III. Purposes and Powers Section 1. The purpose for which the Corporation is organized is: the transaction of any or all lawful business for which corporations may be incorporated under the Act; to do everything necessary, proper, advisable or convenient for the conduct of said business; and to do all other things incident thereto or connected therewith, which are not forbidden by the Act, by other law, or by these Articles of Incorporation. Section 2. The Corporation shall have and may exercise all powers necessary or convenient to effect its purposes, including but not limited to the statutory powers specified in the appropriate sections of the Idaho Code, as amended and supplemented. Article IV. Authorized Shares Section 1. Number. The aggregate number of shares of common stock which the Corporation shall have the authority to issue is 1000. The stock shall have no par value. Section 2. Dividends. The holders of the common stock shall be entitled to receive, when and as declared by the Board of Directors, as permitted by the Act, dividends or distributions payable either in cash, in property, or in shares of the capital stock of the Corporation. Articles-Page 1 1DAHO SECRETARY OF STATE 04/17/2000 09m00 CK: 7277 CT: 118945 M: 389758 1 6 160M = IMN CORP A 2 Section 3. Stock Non assessable. The private property of the shareholders of the Corporation shall not be subject to the payment of corporate debts to any extent whatsoever, and shares of the Corporation shall not be subject to assessment for the purpose of paying expenses, conducting business, or paying debts of the Corporation. Section 4. Voting Power. The entire voting power for the election of the Directors and for all other purposes shall be vested exclusively in the holders of the common stock, who shall be entitled to one vote for each share of common stock held by them record. Article V. Preemptive Rights Shareholders of the Corporation shall have preemptive and preferential rights of subscription to any shares of stock of the Corporation, whether now or hereafter authorized, or to any obligations convertible into stock of the Corporation, issued or sold, and the Board of Directors in issuing stock of the Corporation, or obligations convertible into stock, shall first offer such issue of stock or obligations to the shareholders of the Corporation. Article VI. Registered Office The address of the initial registered office of the Corporation is C/o Mike Mussell, 1401 Torrey Lane, Nampa, ID 83686 and the name of its initial registered Agent is Mike Mussed. Article VII. Board of Directors The number of Directors of the Corporation shall be as specified in the Bylaws. The number of Directors constituting the initial Board of Directors shall be 6 , and the name and address of the person who is to serve as Director until the first annual meeting of shareholders or until their successors are elected and shall qualify is: Mike Mussell 1401 Torrey Lane, Nampa, ID 83686 Articles- Page 2 Article VIII. Incorporator The Name(s) of the incorporator(s) is (are) as follows: Mike J. Mussell 1401 Torrey Lane, Nampa, ID 83686 Patty A. Mussell 1401 Torrey Lane, Nampa, ID 83686 Calvin F. Tabor 28277 Country Lane, Caldwell, ID 83605 Del Jean Tabor 28277 Country Lane, Caldwell, ID 83605 Stephen L. Vint 305 South Iowa Ave., Payette, Id 83661 Mary A. Vint 305 South Iowa Ave., Payette, Id 83661 Dated this 4/15/2000 Mi ssel Pattys nel Calvin Tabor Del Jean Tabor Stephen Mary Vint vrtt State of Idaho ) :SS. County of Canyon ) On this Saturday, April 01, 2000, before me, a Notary Public in and for said State, personally appeared Mike Mussell, Patty Mussell, Calvin Tabor, Del Jean Tabor, Stephen Vint and Mary Vint, known to me to be the person (s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same. In witness whereof, I have hereunto set my hand and affixed my official seal, the day and year first above written herein. I-nFnndh Merrick: Notary Public for Idaho Residing at 1012 Almond, Nampa, Idaho My commission expires April 30, 2002 Articles-Page 3 FILED EFFECTIVE i I Nov 15 PH 2: 18 ARTICLES OF INCORPORATION' 1A Y Of- b 1A i -- OF STATE OF IDAHO JESSICA CONDOMINIUMS, INC. The undersigned, acting as the incorporator of a nonprofit corporation organized under and pursuant to the Idaho Nonprofit Corporation Act, Chapter 3, Title 30, Idaho Code ("Act"), adopts the following Articles of Incorporation. ARTICLE I NAME The name of the corporation is Jessica Condominiums, Inc., (the owners association for Jessica Condominiums) hereinafter called "Association." ARTICLE 11 NONPROFIT STATUS The Association is a nonprofit corporation. ARTICLE III DURATION The period of duration of the Association is perpetual. ARTICLE IV PURPOSE AND POWERS OF THE ASSOCIATION 1. The nature of the business and the objective and purpose of this Association shall be as follows: (a) This Association shall be the "Management Body" as defined in Section 55-1503, Idaho Code, and as provided for in the terms and conditions of that certain Condominium Declaration for the Jessica Condominiums recorded in the official records of Ada County, Idaho, as the same may be amended from time to time as therein provided ("Declaration"), which delegates and authorizes this Association to exercise certain functions as the Management Body. Any capitalized term herein shall have the same meaning and definition as set forth in the Declaration, unless specifically indicated to the contrary herein. (b) The Management Body shall have the power to have, exercise, and enforce all rights and privileges to orerform, carry out, and discharge all duties, obligations, and responsihiiEt� tg@; Body as provided for in the Idaho Condominium Property A ( fiA§%qg% 3 in the Declaration, as such i 28.89 = 28.08 EDMITE C # 4 ARTICLES OF INCORPORATION - 1 November 10, 2011 C,R9.?;50 Declaration is originally executed or, if amended, as amended. The Management Body shall have the power to adopt and enforce rules and regulations covering the use of the condominium project or any area or units thereof, to levy and collect the annual and special assessments and charges against the Units and the Members thereof, and, in general, to assume and perform all the functions to be assumed and performed by the Management Body as provided for in the Declaration. It shall have the power to transfer, assign, or delegate such duties, obligations, or responsibilities to other persons or entities as permitted or provided for in the Idaho Condominium Property Act, the Declaration, or in an agreement executed by the Association with respect thereto. The Management Body shall actively foster, promote, and advance the interest of owners of the Condominium Units within the Condominium project. 2. In addition to the foregoing, where not inconsistent with either the Idaho Condominium Property Act (Title 55, Chapter 15, Idaho Code) or Title 30, (Chapter 3) Idaho Code, the Association shall have the following powers: (a) The Association shall have the authority set forth in Title 30 (Chapter 3) of the Idaho Code relating to the organization and conduct of nonprofit corporations. (b) The Association shall have the power to buy, sell, acquire, hold, mortgage, or enter into a security agreement, pledge, lease, assign, transfer, trade, and deal in and with all kinds of personal property, goods, wares, and merchandise of every kind, nature, and description. (c) The Association shall have the power to buy, sell, lease, let, mortgage, exchange, or otherwise acquire or dispose of lands, lots, houses, buildings and real property, hereditaments, and appurtenances of all kinds and wheresoever situated, and any interest and rights therein, to the same extent as natural persons might or could do and without limit as to amount. (d) The Association shall have the power to borrow money, draw, make, accept, enforce, transfer, and execute promissory notes, debentures, and other evidences of indebtedness, and for the purpose of securing any of its obligations or contracts, to convey, transfer, assign, deliver, mortgage, and/or pledge all or any part of the property or assets, real or personal, at any time owned or held by this Association. (e) The Association shall have the power to have one or more officers to carry on all or any part of its operations and businesses and to do aff and everything necessary, suitable, convenient, or proper for the accomplishment of any of the purposes, or the attainment of any one or more of the objectives herein named, or which shall at any time appear conducive or expedient for the protection or benefit of the Association, and which now or hereafter may be authorized by law, and this to the same extent and as fully as natural persons might or could do as principals, agents, ARTICLES OF INCORPORATION -2 November 10, 2011 contractors, trustees, or otherwise, and either alone or in connection with any firm, person, association, or corporation. (f) To dedicate, sell or transfer all or any part of the common area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Members. The foregoing clauses are to be construed both as objectives and powers. As hereby expressly provided, an enumeration herein of the objectives, powers, and purposes shalt not be held to restrict in any manner the general powers of the Association. The Association shall have the power to do all acts that are necessary and convenient to obtain the objectives and purposes herein set forth to the same extent and as fully as any natural person could or might do within the framework of the Idaho Condominium Property Act, these Articles of Incorporation, and the nonprofit corporation laws of Idaho. ARTICLE V BOARD OF DIRECTORS The affairs of this Association shall be managed by its Board of Directors. The Board of Directors shall initially consist of four (4) individuals, each of whom need not be a Member of the Association. Other than the Directors constituting the initial Board of Directors, who are designated in these Articles, the Directors shall be elected or appointed by the Members of the Association in the manner and for the term provided in the Bylaws of the Association. The names and street addresses of the persons constituting the initial Board of Directors are: Name Address Mike Mussell 170 McClure Ave., Nampa, ID 83651 Patty Mussell 170 McClure Ave., Nampa, ID 83651 Allan Britten 13 Mesa Vista, Boise, ID 83705 Laurie Britten 13 Mesa Vista, Boise, ID 83705 ARTICLE VI PRINCIPAL OFFICE AND REGISTERED AGENT The initial principal office and mailing address of the Association is 170 McClure Ave., Nampa, ID 83651. The initial registered agent of the Association is Patty Mussell at 170 McClure Ave. , Nampa, ID 83651 . ARTICLES OF INCORPORATION -3 November 10, 2011 The Registered Agent and the location and principal office of the Association may be changed at any time by the Board of Directors of the Association. ARTICLE Vil INCORPORATOR The incorporator and his address are as follows: Mike J. Mussell 170 McClure Ave. Nampa, ID 83651 ARTICLE Vlll MEMBERSHIP Every person or entity who is a record owner, whether one or more persons or entities, of a fee simple title to any Condominium as defined in the Declaration and which is subject by the Declaration to assessment by the Association, including contract sellers (the "Owners"), shall be a member of the Association. Each Owner consents to such membership in the Association by virtue of being a condominium Owner. The foregoing shall not include persons or entities holding an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any condominium which is subject to assessment by the Association. Any assessment made by the Association on any condominium in the Development shall be secured by a lien on such condominium as provided in the Declaration. ARTICLE IX VOTING RIGHTS The authorized number and qualifications of members of the Association, the different classes of members, if any, the property, voting, and other rights and privileges of members, and their liability for assessments and the method of collection thereof, shall be as set forth in the Bylaws and/or Declaration. Cumulative voting shall not be allowed. The association shall have voting members. ARTICLE X LIABILITY FOR ASSESSMENTS Each Member shall be liable for the payment of assessments provided for in the Declaration and for the payment and discharge of the liabilities of the Association as provided for in the Declaration, the Idaho Condominium Property Act (Title 55, Chapter 15, Idaho Code), and as set forth in the Bylaws of the Association. ARTICLES OF INCORPORATION -4 November 10, 2011 ARTICLE XI DISSOLUTION The Association may be dissolved as provided by law. Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the Fourth Judicial District of the State of Idaho, in and for Ada County as said court shall determine. ARTICLE XII NONPROFIT LIMITATIONS No part of the net earnings of the Association shall inure to the benefit of any Member or individual (other than by acquiring, constructing, or providing management, maintenance, and care of property held by the Association, commonly held by the Members of the Association, or located in the Condominium Project and owned by Members of the Association, and other than by a rebate of excess membership dues, fees, or assessments). ARTICLE XIII BYLAWS Provisions for the regulation of the internal affairs of the Association shall be set forth in the Bylaws. ARTICLE XIV AMENDMENTS Amendments of these Articles shall require the approval of the Members by two-thirds (2/3) of the votes cast. IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Idaho, the undersigned has executed these Articles of Incorporation this ! day of Noycwu ;L&Z , 2011. K Mike J. Mussell, Incorporator ARTICLES OF INCORPORATION - 5 November 10, 2011 : � j�E ♦ x I W. li ..'PP IIII'' it I +. I I I I I I y I 1 I I I Department l CERTIFICATE OF INCORPORATION i I I, J. D. (CY) PRICE, Socretary of State of the State of Idaho, and legal custodian of the corporation records of the State of Idaho, do hereby certify that the original of the articles of incorporation of I MllplA7llgWTAIli US CONY was flied in the once of the Secretary of State on the Te*V* day of 0aftber A.D. One Thousand Nine Hundred gir4w and duly recorded on Film No. as of Record of Domestic Corporations, of the State of Idaho, and that the said articles contain the statement of facts required by Section 29.103, Idaho Code, Annotated. I FURTHER CERTIFY, That the persons executing the articles and their associates and successors are hereby constituted a corporation, by the name hereinbefore stated, for psrpetval 6016twoo from the date hereof, with its registered office in this State located at Dole* in the County of Ads IN TESTIMONY WHEREOF, I have hereunto set my hand and?affixed the Great Seal of the State. Done at Boise City, the Capital of Idaho, this IM day Of pot dbo , in the year of our Lord one thousand nine hundred 1V1W , and of the Independence of the United States of America the One Hundred 3rpen , elfth . Secretary of State. Domestic , I hl_I I. ARTICLES b0 INCORPORATION OF INTERMOUNGTAIN GAS COMPANY KNOW ALL MIEN BY THESE PRESENTS That we, the undersigned , each of, whom is a bona fide resident of the State of Idaho, of legal age, and a citizen of the United States of Aa•nerica , have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of Idaho, and pursuant thereto, certify as followst ARTICLE I The name of this corporation shall be "INTERMOUNTAIN GAS COMPANY." ARTICLE II This corporation shall have perpetual existence . ARTICLE III The objects and purposes for which this corporation is formed are: As principal, agent or otherwise, to do in any part of the word any and all of the things herein- after set forth to the same extent as natural persons might or could do . In furtherance thereof, but not in limitation of the general powers conferred by the laws of the State of Idaho, we expressly provide that this corporation shall have power: (a) To purchase, acquire, own, sell, convey, assign, release, mortgage, encumber, lease, buy, or deal in real or personal property of every kind and nature, including stocks and securities of other corporations; r -1- - , .. III { "I I r .. yY y�W +i1 ldl pr 11 Jor- I�Iry i-- lA I __ _ . I. - -. .. I I 4F1' iy u IIII tlI - I -I� 4� iv II V _ h 4NI Ir IlS al ..I °- (c ) To enter into, make , perform and carry out contracts of every kind, amount and character with any person, State, federal government, municipal government, firm, asooiation, partnership or corporation; (d) To manufacture, produce, buy, sell, dispose of I and de+e In, iim, ooke, tar and all of the residual pro- ducts r4sultins from the manufacture of gas; to supply gas vr .,light, heat, motive power or any other purpose whatsoever; to acquire, construct, erect, lay-down, maintain, enlarge, alter, work and use, lands, buildings, easements, � franchises, gas and other works, machinery, plants , pipes , lamps, motors, fittings, meters, appurtenances, materials and necessary equipment, and to supply all such materials, product.$ and constructions as may be necessary, incident or conveniitit i1i connection with the production, use, storage, sale and distribution of any of the products of the company; and to carry on all the businesses and related enterprises that may be necessary or that may be conveniently carried on by gas companies; (e) To lease lands believed to contain petroleum, oils and gas; to encumber, mortgage, lease, assign and otherwise dispose of same; to drill, pump, pipe, store , refine and sell, both at wholesale and retail, oils and gas; to buy or otherwise acquire, sell and otherwise dispose of any and all real and personal property for use in the business of this company; to construct buildings, pipe lines, pumping stations and storage tanks and any and all other buildings required in the business of this company; to act as trustee for holders of oil lands in the receiving and disbursement of funds to be used in r -2- I 1 , r drilling for the common benefit of said Land holders and to act as trustee or otherwise; sulbJect to the 'llimita- tions and provisions of all of the laws of the State of Idaho; (fl!) To buy, sell, distribute, and install gas burners;, and any and all other necessary equipment therefor, and to #ell gas and Other products for heat and lights; (g;) To engage in business as a publio utility under the laws of the ,State of Idaho; (h) To carry on and conduct a general contracting i businesp; I (i) To buy and sell fuel of every kind and descrip- tion; (J) Tv purchase and operate the machinery, stock in trade, goad will and defects thereof, of any other business, or to carry on the same or to consolidate or merge said business with this company; (k) To contract for the heating of any public or private place or property by gas or other related heating; (1) To manufacture, buy, sell or deal in goods, wares and merohandise of every class and description; (m) In addition to the foregoing powers, also to have all the authority,. rig'hts and powers granted by the laws of -the State of Idaho, or any other State wherein said corporation may operate; (n) To do and perform every act or thing necessary to carry out the above enumerated purposes, or calculated directly or indirectly to the advancement of the interest of the oompany !:rr other enhancement of the value of its stockholders and property of every kind and .character. _' r Iry jllr I I ' , (o) . To purchase,, buy, sell or otherwise deal in its own capital stock; (p) To purchase or otherwise acquire, Lease, assign, mortgage., pledge or otherwise dispose of any trade ni �mo, trade mark, invention, improvement, process or fors*la of any nature whatsoever, copyrights or letter patents; of the United Mates or of foreign countries, and to aocea;: t an,4 grant licenses therefor. �. ARTICLE IV Thy registered office of this corporation and the princip#1 palace for they transaction of its business is hereby defined as Boise, Ada County, Idaho. ARTICLE V The number of directors of this corporation shall be five (5) . It is not necessary that a director be a shareholder of this corporation. ARTICLE VI The amount of the total authorized capital stock of this corporation is One Hundred Thousand and no/100 ($100,000.00) Dollars, divided into one thousand (1000) shares of common capital stock, with a par value of One Hundred and no/100 ($100.00) Dollars per share . �. Each common share shall have full voting and dividend participating privileges, and all of said stock shall be and remain non-assessable. Fvom time to time the capitalization of this corpora- tion may be increased or decreased, as provided by law -4- I� :I � IadgV I I II 1 00. and such increased capitalization may provide for different classes of stock with dividend rights and privileges, as may be contained in the amendment of said artiele,s . The stock of ,this corporation may be sold and issued from time to time as and when the Board of Directors shall determine . These srtioles may be amended as provided by law. r ARTICLE.... IX In furtherance and not in limitation of the powers conferred by law, the Board of Directors are expressly authorised to remove at any time any officer elected or appointed by the vote of a majority of the board, and from time to time may fix or vary the scam to be reserved over and above its capital stook paid in be- fore declaring any dividends; to direct and determine the use and distribution of any surplus or me profits over and above the capital stock paid in; to fix the time for declaring and paying any dividend, and unless otherwise provided in these articles or in the by-laws , determine the amount of Ony dividends, and , * sell and issue the stock of this corporation to :crash, or cash, credit, property or servioes, or for such other consideration as the Board of Directors in their absolute and uncontrolled discretion may determine. , ,.-. .Y,'; alti-ar'dx pm1'NY Iiuri llUWit�P V�Np irla'�iY�IN itl��li_ �:giil ?A ngYrw N4:1 yu�171dI w, �fAILMNi11M^4',�i'I",.�I7 ii IM -ilipQ '®.f°..... ... i ,i II N'iI r " ARTICLE X The amount of capital stock aotually subscribed is one share each by the persona whose na es and residenoes are as follow: J. Q. Doerr Boise, Idaho 1 share; E . Jr. Messinger Boise, Idaho 1 share; Maas Elden Boise, Idaho 1 share; Nat. Campbell Boise, Idaho 1 share . r 1N WITNE s WASHEOFO 'i'he parties hereto have hereunto .OK� set them hands ind seals this � day of 0©tuber, 1950. ...' .•"yam'" . I . .. .. ..,,...... !. - au 1. ; II P .. 114 h' I v.dr S TA rid OF 1DAHO, ) County of Ada, ) On this lAw day of October, 1950, before me, a notary public in and for said County and State, personally appeared J. 0. DOM, R. F. LSSSIN013H, MX ZIDRN and NAB" CAA IMIJ*, known to me to be the persons whose names are subscrib6d to the foregoing instrument, and acknowledged to Me that they eXesuted the same . IN WITNESS WIMRZOF, I have hereunto set my hand and affixed my official notarial seal the day and year in this aertifioate First above written. cts:: + ./C�� './�'/ Notary F bl a for Idaho HeeldeneV: Boise, Idaho vi+r:M uN .yu q q