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We, the undersigned, for the purpose of forming a non-profit corporation under the provisions of Chapter 317, Minnesota Statutes, known as the Minnesota Non-Profit Corporation Act, and laws amendatory thereof, do hereby associate ourselves together as a body corporate and adopt the following Articles of Incorporation:

The name of this corporation shall be the PROSPECT PARK EAST RIVER ROAD IMPROVEMENT ASSOCIATION.

This corporation is organized exclusively for charitable purposes.  The purpose of the corporation is to promote the public interest and social welfare, including but not limited to promoton of the health, safety, and general welfare of the residents within the association's geographic jurisdiction and the aesthetic and physical qualities of the environment in which those residents live in a non-partisan, educational and cooperative manner.

To carry out the purposes of the corporation, it shall have all rights, powers and privileges allowed to a non-profit corporation under the laws of the State of Minnesota, unless provided to the contrary herein as to any specific power.

The corporation does not and shall not afford pecuniary gain incidental or otherwise, to its members, provided, however, that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to it and make payments and distributions in furtherance of Article II hereof.

The period of duration of the corporate existence of corporation shall be perpetual.

The registered office of the corporation shall be located in the City of Minneapolis, County of Hennepin, State of Minnesota.

The total number of authorized members of the corporation shall be unlimited.  Membership shall be as defined in the by-laws of the corporation.

The name and address of the incorporator of this corporation is Florence Littman, 76 Clarence Avenue S.E., Minneapolis, Minnesota 55414.

Section 1.  The Officers of this corporation shall be a President, a Vice President, a Secretary and a Treasurer.  The Officers shall be elected and serve in accordance with the provisions therefor contained in the Bylaws.
Section 2.  The management of the corporation shall be vested in a Board of Directors, which shall be denominated as the Council of the Association.  The number of directors, also known as Council members, shall be fixed by the Bylaws of the Corporation, and may be altered by amending the Bylaws, but shall never be less than three (3).  The terms of office of the Directors/Members other than the members of the first Board of Directors/Council shall be fixed by the Bylaws of the corporation and may be altered by amending the Bylaws, provided, however, that the term of a director elected to office may not be diminished by an amendment to the Bylaws.  The number of Members constituting the first Board of Directors shall be forty (40).  The following persons constitute the first Board of Directors, each of whom shall continue in office until the first meeting of the members and until a successor is elected and qualified, or until removal as provided by law or in the Bylaws:

Members of the corporation shall have no personal liability for corporate debts or obligations.

The corporation shall have no capital stock.

In the event of the dissolution of this corporation, or the liquidation of its business, or the winding up of its affairs for any reason, all of its remaining property of any kind, nature and description, and wheresoever situated, shall be disposed of by dedication to one or more of the aims and purposes for which this corporation is formed and organized, and none of such property shall in any manner, directly or indirectly, be transferred to or in any respect whatsoever inure to the benefit of any director, officer, or member of the corporation.  Upon dissolution, such remaining property must be given to an entity exempt from taxation under Section 501(c)(3).

Section 1.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. 
Section 2.  The corporation shall distribute income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, as amended by the 1969 Tax Reform Act, or corresponding provisions of any subsequent Federal Tax Laws.
Section 3.  The corporation shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954, as amended by the 1969 Tax Reform Act, or corresponding provisions of any subsequent Federal Tax Laws.
Section 4. The corporation shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954, as amended by the 1969 Tax Reform Act, or corresponding provisions of any subsequent Federal Tax Laws.
Section 5.  The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal. Revenue Code of 1954, as amended by the 1969 Tax Reform Act, or corresponding provisions of any subsequent Federal Tax Laws.
Section 6.  The corporation shall not make any taxable expenditures as defined in Section 4945 (d) of the internal Revenue Code of 1954, as amended by the 1969 Tax Reform Act, or corresponding provisions of any subsequent Federal Tax Laws 
Section 7.  Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501 (b)(3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax Laws, or (b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax Laws.

The members of the corporation shall have the right, by a two-thirds vote of the full Board, to amend, alter, change and add to or repeal any of the provisions contained in these Articles of Incorporation, as provided in the Bylaws, and to prepare, adopt, and amend Bylaws consistent with these Articles of Incorporation, provided that any such change or amendment shall be consistent with the laws of this state which define, limit, or regulate the powers of this corporation or the directors of the corporation.

 IN TESTIMONY WHEREOF, I have executed these Articles of Incorporation this 7th day of December, 1980.