Pay HOA Dues

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ARTICLES OF INCORPORATION
OF
PERSIMMON HILL FIRST HOMES ASSOCIATION

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FIRST:  The name of the corporation is Persimmon Hill First Homes Association.

 

SECOND:  Its registered office in the State of Kansas is located at 7910 Bristol Court, in the City of Overland Park, County of Johnson.  The name and address of its registered agent is Charles E. Bleakley.

 

THIRD:  The purposes for which the corporation is organized and the powers which may be exercised by the corporation are:

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a.  To exercise each and all of the discretionary and mandatory powers, rights and duties set forth in that certain Declaration dated July 19, 1978, filed July 20, 1978, as Instrument No. 1178790, Volume 1362 at page 489.

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b.  To carry on and conduct either directly or through subsidiaries any lawful business or businesses including, but without limitation, any manufacturing, extractive, distributive, mercantile, finance, service, transportation, pipeline, and other lawful businesses, and to do all things necessary or proper for the conduct of any business in which the corporation is now or may hereafter be engaged.

 

c.  To make, manufacture, process, organize, finance, manage, operate, purchase, sell, own, hold, store, exchange, rent, lease, service, repair, handle or deal in or with in any manner or in any legal capacity new and used articles, products, merchandise, supplies, and property of any and every description and class which is now or may become subject to trade or commerce.

 

d.  To cause to be formed, to promote, and to aid in the formation of any corporation or association, domestic or foreign, and to cause or participate in the merger, consolidation, reorganization, liquidation or dissolution of any corporation or association, domestic or foreign, in which or in the business or welfare of which the corporation shall have directly or indirectly an interest.

 

e.  To operate, manage, supervise and control all or any part of the business and property of any corporation, association, firm, entity, individual or undertaking, domestic or foreign, or to take any part therein, and to appoint and remunerate any directors, accountants, other experts, agents, employees and persons.

 

f.  To acquire by purchase, lease or otherwise, to construct, assemble, own, hold, lease, rent, remodel, improve, reconstruct, mortgage, encumber, operate, manage, deal in and dispose of machinery, equipment, appliances, fixtures, buildings, offices, factories, store rooms, piers, wharves, docks, jetties, warehouses, plants, garages, fixtures and equipment appurtenant or convenient thereto, or which may be useful or desirable in the conduct of any business or businesses in which the corporation is or may be engaged.

 

g.  To enter into, make and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, state, body politic or government.

 

h.  To own, acquire, buy, sell, deal in, lease, rent, remodel, improve, reconstruct, mortgage or otherwise encumber real estate, whether improved or unimproved, and any interest of any kind whatsoever therein, and to own, hold, deal in and dispose of such property, whether real, personal or mixed, as may be necessary or desirable for the successful conduct and operation of any business or businesses in which the corporation is or may be engaged.

 

i.  To acquire the goodwill, business, rights, assets and property and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation, and to pay for the same in cash, property, stock, notes or otherwise; to hold and enjoy in any manner, to dispose of the whole or any part of the property, assets and rights so acquired; to conduct and carry on any business so acquired; and to exercise all powers necessary or convenient in and about the conduct and management of any business or businesses in which the corporation is now or may hereafter be engaged.

 

j.  To sell, lease, convey or otherwise dispose of, mortgage, pledge or otherwise encumber all or any part of its property and assets.

 

k.  To acquire, own, deal in, hold, use and dispose of patents and patent rights, trademarks and trade names, distinctive marks, copyrights, licenses, inventions, improvements, processes, franchises, permits and other evidences of lawful authority or agency in all of, or as incident to, the lawful transaction of any business or businesses in which the corporation is or may be engaged in the accomplishment of its objects and purposes.

 

l.  To borrow money for any of the purposes of the corporation and to draw, make, accept, endorse, discount, execute, issue, sell, pledge or otherwise dispose of promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable transferable or non-transferable instruments and evidences of indebtedness, and to secure the payment thereof and the interest thereon by mortgage, assignment in trust, pledge, conveyance or other encumbrance of the whole or any part of the property of the corporation at the time owned or thereafter acquired.

m.  To invest its funds; to acquire by purchase, exchange, subscription or in any other lawful manner, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in any manner with any and all shares of the capital stock, voting trust certificates in respect of shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts and other securities, obligations, choses in action and evidences of indebtedness of other corporations, states and agencies or other governments, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including but without limitation the right to vote, consent and to attend thereon; to operate, supervise, control, manage and conduct any business, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

 

n.  To purchase, acquire, hold, sell, transfer and redeem or otherwise deal in shares of its own capital stock whenever and to the fullest extent permitted by law.

 

o.  To lend money, and to acquire, take or hold as security, if desired, real and personal property, bonds, debentures, notes or any other evidences of interest or indebtedness or payment of funds so loaned; to promote or to aid in any manner, financially or otherwise, any corporation or association of which any stocks, bonds or other evidences of indebtedness or securities are held directly or indirectly by this corporation; and for this purpose to guarantee the contracts, dividends, stocks, bonds, notes and other obligations of such other corporation or association, and to do any other acts or things designed to protect, preserve, improve or enhance the value of such stocks, bonds or other evidences of indebtedness or securities.

 

p.  To have one or more offices in any of the states, districts or territories of the United States and in any and all foreign countries; to carry on its purposes and exercise its powers in any state, territory or district of the United States or in any foreign country to the extent that these purposes and powers are not prohibited by the laws of such state, territory, district or foreign country; provided, that the corporation may limit the purposes to be carried on and the powers to be exercised in any application or authority to do business in such state, territory, district or foreign country.

 

q.  To engage in any other lawful act or activity for which corporations may be organized under the general Kansas Corporation Code.

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The foregoing clauses shall be construed both as purposes and powers. The purposes and powers specified in the foregoing clauses shall, except where otherwise expressed, be in no wise limited or restricted by reference to, or inference from, the terms of any other clauses in these Articles of Incorporation, but the purposes and powers specified in each of the foregoing “a” to “q” inclusive of this paragraph shall be regarded as independent purposes and powers.

 

FOURTH:  The corporation is not organized for profit and shall not have the authority to issue capital stock.  The conditions of membership shall be stated in the Bylaws of the corporation.

 

FIFTH:  The name and mailing address of the incorporator is as follows:

Name                              Address

Charles E. Bleakley       7910 Bristol Court,
                                           Overland Park, Kansas

 

SIXTH:  The existence of this corporation is to be perpetual.

 

SEVENTH:  The number of directors of the corporation shall be as fixed by, or in the manner provided in, the Bylaws.  Newly created directorships and any vacancies in the Board of Directors may be filled by a majority of the remaining directors, although less than a quorum.

 

EIGHTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on members, directors and officers are subject to this reserved power.

 

NINTH:  Each person who at any time is or shall have been a director, officer, employee or agent of the corporation, and who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is, or was, a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation against all liabilities, judgments, fines, amounts paid in settlement and expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any such action, suit, claim or proceeding, to the full extent permitted by the laws of the State of Kansas. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which any such director, officer, employee or agent may be entitled under any bylaw, agreement, vote of members or directors or otherwise. All rights of indemnification hereunder shall inure to the benefit of the heirs, executors and administrators of any such director, officer, employee or agent.

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TENTH:  The name and place of residence of each person who is to serve as a director until the first annual meeting of members, or until a successor is elected and qualified, is as follows:

 

Name                          Address

Charles E. Bleakley    7910 Bristol Court, Shawnee Mission, Kansas

Todd Bleakley             1100 County Line Road, Kansas City, Kansas 66208

David Bleakley            404 Persimmon Drive, Olathe, Kansas 66061

 

The incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Code of the State of Kansas, does hereby make, file and record this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 28th day of August, 1980.

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Charles E. Bleakley, Incorporator

 

State of Kansas
County of Johnson

 

BE IT REMEMBERED that on this 28th day of August, 1980, personally appeared before me, a Notary Public for the County and State aforesaid, Charles E. Bleakley, and acknowledges the said Articles of Incorporation to be his voluntary act and deed, and that the facts therein stated are true.

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Given under my hand and seal of office the day and year aforesaid.

 

Beverly J. Harness, Notary Public

 

My Commission Expires: August 9, 1982

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