ARTICLES OF INCORPORATION

OF

SHAWMUT HILLS NEIGHBORHOOD ASSOCIATION

A Michigan Nonprofit Corporation

The undersigned incorporator, a natural person of the age of eighteen years or more, acting pursuant to the Michigan Nonprofit Corporation Act, 1982 PA 162, as amended, MCL 450.2101 et seq., adopts the following Articles of Incorporation:

ARTICLE I
NAME

The name of this corporation is Shawmut Hills Neighborhood Association (hereinafter "the Association" or "SHNA").

ARTICLE II
PURPOSE

This corporation is organized exclusively for the promotion of social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The specific purposes of the Association are:

(a) To promote the general welfare, civic improvement, and quality of life within the Shawmut Hills neighborhood of Grand Rapids, Michigan;

(b) To represent the interests of residents and property owners within the neighborhood boundaries to governmental bodies, community organizations, and other entities;

(c) To foster communication, community engagement, and neighborly cooperation among residents;

(d) To support the preservation and enhancement of the neighborhood's residential character, public spaces, schools, and community assets;

(e) To promote public safety, neighborhood beautification, and sound land use within the neighborhood;

(f) To do any and all lawful acts and activities, consistent with this purpose, which are necessary, useful, suitable, or proper for the furtherance of the above purposes.

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, or any private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

ARTICLE III
NEIGHBORHOOD BOUNDARIES

The geographic area served by this Association (the "Neighborhood") is the Shawmut Hills neighborhood of Grand Rapids, Michigan, bounded as follows:

North:   Leonard Street NW

South:   Lake Michigan Drive NW

West:    Collindale Avenue NW

East:     Covell Avenue NW

The Board of Directors may, by resolution, define or refine the precise boundary lines consistent with recognized neighborhood limits.

ARTICLE IV
REGISTERED AGENT AND REGISTERED OFFICE

The address of the registered office of this corporation is [REGISTERED OFFICE ADDRESS], Grand Rapids, Michigan [ZIP]. The name of the registered agent at such address is [REGISTERED AGENT NAME]. The registered agent is an individual resident of Michigan.

ARTICLE V
PRINCIPAL OFFICE

The principal office of the Association shall be located in the City of Grand Rapids, County of Kent, State of Michigan. The Board of Directors may change the principal office address by resolution without amendment to these Articles.

ARTICLE VI
MEMBERSHIP

This corporation shall have members. The rights, privileges, preferences, restrictions, and conditions of membership shall be as set forth in the Bylaws of the Association, as adopted and amended from time to time.

ARTICLE VII
DIRECTORS

The business and affairs of the Association shall be managed by or under the direction of a Board of Directors. The number of directors shall be as specified in the Bylaws, but shall not be fewer than three (3) nor more than fifteen (15). The names and addresses of the persons who are to serve as directors until the first annual meeting of members, or until their successors are elected and qualified, are:

Benjamin Irwin, 665 Oakleigh NW, Grand Rapids, MI 49504

Theresa Ottenwess, 720 Fairfield NW, Grand Rapids, MI 49504

Brenda Schaap, 811 Oakleigh NW, Grand Rapids, MI 49504

Jeff Schaap, 811 Oakleigh NW, Grand Rapids, MI 49504

Amandeep Singh, 671 Oakhurst NW, Grand Rapids, MI 49503

Carl Zaderej, 801 Shawmut Court NW, Grand Rapids, MI 49504

Kiana Zaderej, 801 Shawmut Court NW, Grand Rapids, MI 49504

ARTICLE VIII
DURATION

The duration of this corporation shall be perpetual.

ARTICLE IX
PROHIBITION ON PRIVATE BENEFIT AND POLITICAL ACTIVITY

No substantial part of the activities of the Association shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. Notwithstanding any other provision of these Articles, the Association shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code.

ARTICLE X
DISSOLUTION

Upon dissolution of this corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all remaining assets of the Association exclusively for the purposes of the Association, or to such organizations organized and operated exclusively for charitable, educational, or social welfare purposes as shall at that time qualify as exempt organizations under Section 501(c)(4) (or Section 501(c)(3)) of the Internal Revenue Code, or to any governmental entity for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of Kent County, Michigan, exclusively for purposes consistent with the Association's mission or to such organization(s) as said court shall determine.

ARTICLE XI
INDEMNIFICATION

The Association shall, to the fullest extent permitted by the Michigan Nonprofit Corporation Act, as amended from time to time, indemnify each director and officer of the Association against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the Association.

ARTICLE XII
LIABILITY OF DIRECTORS

To the fullest extent permitted by the Michigan Nonprofit Corporation Act, a director of this corporation shall not be personally liable to the corporation or its members for monetary damages for any action taken, or any failure to take action, as a director, except for: (a) breach of the director's duty of loyalty to the corporation or its members; (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (c) a violation of MCL 450.2551; or (d) a transaction from which the director derived an improper personal benefit.

ARTICLE XIII
BYLAWS

The power to make, alter, amend, or repeal the Bylaws of this Association is vested in the Board of Directors, subject to the rights of the members as provided in the Bylaws.

ARTICLE XIV
AMENDMENTS

These Articles may be amended in the manner authorized by the Michigan Nonprofit Corporation Act. Any amendment must be approved by the Board of Directors and, where required by law or the Bylaws, by the members of the Association.