STONE MEADOW PROPERTY OWNERS ASSOCIATION, INC.
THE SECRETARY OF STATE, JEFFERSON CITY, MISSOURI:
The undersigned natural persons of the age of eighteen (18) years
or more for the purpose of forming a corporation under the Missouri
Nonprofit Corporation Act, adopt the following Articles of Incorporation:
1. The name of the corporation is Stone Meadow Property Owners Association,
2. The corporation is a Mutual Benefit Corporation.
3. The period of duration of the corporation is perpetual.
4. The name and street address of the Registered Agent and Registered
Office in Missouri is Ronald K. Stenger, 1910 E. Battlefield, Suite
B, Springfield, Missouri 65804.
5. The name and address of the incorporator is Ronald K. Stenger,
3935 Eaglescliffe, Springfield, MO 65809.
6. The Developer, Stone Meadow, L.L.C., its successors and assigns,
and every person or entity that is an Owner of a lot in Stone Meadow
Subdivision in Greene County, Missouri shall be a member of the Association.
Membership shall be appurtenant to and may not be separated from said
7. Distribution of the corporations assets upon dissolution shall
be made pursuant to Chapter 355, the Missouri Nonprofit Corporation
8. The Corporation does not contemplate pecuniary gain or profit,
direct or indirect, to its Members. By way of explanation and
not of limitation, the purposes for which the Corporation is formed
and organized are:
(a) To be and to constitute the Association to which reference is
made in the Declaration of Covenants, Conditions and Restrictions
for Stone Meadow (the "Declaration"), as such Declaration may now
exist and as might hereafter be amended, such Declaration recorded
or to be recorded in the Office of the Greene County, Missouri,
Recorder of Deeds, and to perform all obligations and duties of
the Association thereunder, and to exercise all rights and powers
of the Association as specified therein, as may be amended, and
provided by law;
(b) To provide an entity for the furtherance of the interests of
the Members as may from time to time exist;
(c) To provide for the maintenance, preservation and architectural
control of the lots, structures, grounds and all common area now
or hereafter developed upon the property described in Stone Meadow
Subdivision (the "Property");
(d) To promote the health, safety and welfare of the Owners and
the environment within the above described property and any additions
thereto which may hereafter be brought within the jurisdiction of
this Association by annexation, as provided in the Declaration,
and for these purposes this Association shall have the following
powers which, unless indicated otherwise by the Declaration, may
be exercised by the Board of Directors, without a vote or concurrence
of the Owners or any Members;
(i) All of the powers conferred upon nonprofit corporations by
common law and statutes of the State of Missouri in effect from
time to time;
(ii) All of the powers necessary or desirable to perform the obligations
and duties and to exercise the rights and powers set out in this
Articles or the Declaration, including without limitation the
(1) To fix, levy, collect and enforce payment, by any lawful
means, all charges or assessments pursuant to the terms of the
(2) To pay all expenses in connection therewith including, but
not limited to, expenses for maintenance of and improvements
to the real property owned by the Association or otherwise used
and enjoyed by the membership, as determined from time to time
by the Board of Directors;
(3) To pay expenses, including legal fees and court costs incurred
in connection with the enforcement of the terms of the Declaration
and these Articles, and to pay any and all expenses for all
services provided to the Association membership, as well as
all office and other expenses incident to conducting the business
of the Association, including all licenses, taxes or governmental
charges levied or imposed against the property of the Association;
(4) To enforce covenants, conditions or restrictions affecting
any property to the extent the Association would be authorized
to do under any applicable Declaration or amendment thereto;
(5) To acquire by gift, purchase or otherwise, own, hold, improve,
build upon, use, operate, maintain, convey, sell, lease, dedicate
for public use or otherwise dispose of, mortgage or otherwise
encumber, exchange, and otherwise deal in and with real, personal
and mixed property of all kinds and any right or interest therein,
for any purpose of the Corporation;
(6) To borrow money for any purposes as may be limited in the
(7) To enter into, make, perform or enforce contracts of any
kind and description and to all or acts necessary, appropriate
or advisable in carrying out any purpose of the Corporation,
including contracts with others to have others perform the responsibilities
of this Corporation.
The foregoing enumeration of power shall not limit or restrict
in any manner the exercise of other and further rights and powers
which may now or hereafter be allowed or permitted by law; the
powers specified in each of the paragraphs of this Article are
independent powers, not to be restricted by reference to or inference
from the terms of any other paragraph or provision of this Article.
(e) The foregoing notwithstanding, no substantial part of the activities
of the Association shall be devoted to attempting to influence legislation
by propaganda or otherwise within the meaning of the prescriptive
provisions of the Internal Revenue Code. The Association shall
not directly or indirectly, participate in, or intervene in (including
the publishing or distributing of statements) any political campaign
on behalf of or in opposition to any candidate for public office.
9. The business and affairs of the Corporation shall be conducted,
managed and controlled by the Board of Directors, who need not be
Members of the Association. The number of directors and the
classes from which they are elected may be changed by amendment of
the Bylaws of the Association. The first Board of Directors
consists of three (3) Directors, their names and addresses being as
Ronald K. Stenger 3935 Eaglescliffe Springfield, MO
Lezah E. Stenger 3935 Eaglescliffe Springfield, MO
James L. Sivils 1020 Turnbridge Circle Springfield, MO
10. There shall be two Classes of Members.
(a) Class A Members shall be all of those owners of Lots, with the
exception of Developer, in Stone Meadow subdivision. Each
Class A member shall be entitled to one vote for each Lot the member
owns. If more than one person holds such an interest in any
Lot, all such persons shall be Members. However, the vote
for such Lot shall be exercised as such Members among themselves
agree and if they do not agree, as determined by the Association;
but in no event shall more than one vote be cast with respect to
any such Lot.
(b) Class B Member shall be the Developer, Stone Meadow, L.L.C.
and its successors and assigns. The Class B Members shall
be entitled to the total number of votes which, when added to the
total number of Class A votes shall equal 60% of the total votes
entitled to be cast by the Class A and Class B Members together.
As an example, if there are 28 Class A votes entitled to be cast,
the Class B votes would equal 42.
11. The Corporation may add adjacent property and common areas in
addition to the Property described in Paragraph 8(c) above, and so
add to its membership.
12. The Corporation, by action of the Board of Directors, may adopt
one or more Amendments to the Corporation's Articles of Incorporation
without Member approval as provided in the Missouri Nonprofit Corporation
Act. Other Amendments to these Articles of Incorporation to
be adopted must be approved by (1) the Board and (2) the Members by
two-thirds (2/3) of the votes cast or a majority of the votes entitled
to be cast, in person or by proxy at such meeting and (3) in writing
by Stone Meadow, L.L.C., Its successors or assigns. The Board
or the Members seeking to have the amendment approved by the Members
at a membership meeting shall give notice to its Members in writing
in accordance with the Bylaws. The notice must state that the
purpose, or one of the purposes, of the meeting is to consider the
proposed amendment and contain or be accompanied by a copy or summary
of the amendment.
13. Any amendment to the Articles or Bylaws must be approved in writing
by Stone Meadow, L.L.C., Its successors or assigns. Any proposed
amendment shall not take effect until this approval is obtained.
These original Articles of Incorporation were executed on this 18th
day of March, 1997
BY: Ronald K. Stenger, Incorporator
The Association The
5051 S. National Ave.,
Springfield, MO 65810
2001 Stone Meadow, L.L.C.