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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, Inc.

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 ownership.

7. Distribution of the corporations assets upon dissolution shall be made pursuant to Chapter 355, the Missouri Nonprofit Corporation Act.

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 following:

(1) To fix, levy, collect and enforce payment, by any lawful means, all charges or assessments pursuant to the terms of the Declaration;

(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 Declaration;

(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 follows:

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


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Stone Meadow, L.L.C.
5051 S. National Ave., Springfield, MO  65810
(417) 889-4300
E-mail: info@stone-meadow.com
Copyright 2001 Stone Meadow, L.L.C.