Kort Springs Homeowner Association

Articles of Incorporation

Kort Springs

ARTICLES OF INCORPORATION
OF

KORT SPRINGS HOMEOWNERS ASSOCIATION


The undersigned hereby incorporates a nonprofit corporation without capital stock or stockholders, under the provisions of KRS 273.161 to KRS 273.390, and for that purpose adopts the following Articles of Incorporation:


ARTICLE I

The name of the corporation is Kort Springs Homeowners Association, Inc. (the “Corporation”).


ARTICLE II

The duration of the Corporation shall be perpetual.


ARTICLE III

Any provision of these Articles of Incorporation to the contrary notwithstanding, the Corporation shall not have any purpose or object, nor have or exercise any power, nor engage in any activity, which in any way contravenes, or is in conflict with, the other provisions of Article III of these Articles of Incorporation.
The purposes for which the Corporation is organized are to transact any and all lawful business for which nonprofit corporations may be incorporated under the Kentucky Nonprofit Corporation Acts, and to exercise any and all powers that nonprofit corporations may now or hereafter exercise under the Kentucky Nonprofit Corporation Acts, including, without limitation:

(a) To conduct and carry on its work, not for profit, but exclusively for promoting the social welfare and serving the common good and general welfare of the record owners of each residential unit or similar property (collectively the “Lot Owners” or individually, a “Lot Owner”) located in “Kort Springs” (as hereinafter defined), in such manner (1) that no part of its income or property. shall inure to the private benefit of any officer or director thereof, nor to any individual or any member of the Corporation, including, but not limited to, any individual or entity having a personal or private interest in the activities of the Corporation, (2) that it shall not directly or indirectly participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office and (3) that no substantial part of its activities shall be carrying on propaganda or otherwise attempting to influence legislation. For purposes hereof, the term “Kort Springs” shall mean all sections of the subdivision known as “Kort Springs,” as recorded in the Office of the Clerk of Jefferson County, Kentucky, which was developed by Joseph Daniel Spalding and Doris Marie Spalding;


(b) To exercise, enforce, perform and observe the rights, privileges, duties and obligations assigned to, and to observe and be subject to the limitations imposed upon, the Corporation under any declaration of covenants, conditions and restrictions as may be approved and amended from time to time by the Corporation, affecting any portion of Kort Springs (the “Declaration”), including, without limitation, those restrictions and provisions for maintenance charges of record in the Office of the Clerk of Jefferson County, Kentucky at Deedbook 4839, Page 584, and Deedbook 5596, Page 229.

(c) To assess, levy and collect assessments as provided in the Declaration;

(d) To invest and reinvest any of its property and the increments in, and avails or proceeds of, any of its property in such investments as may be deemed advisable from time to time by the Corporation’s Board of Directors, including, but not limited to, stocks, bonds, secured and unsecured obligations, undivided interests, leases, commercial paper, financial and governmental instruments, savings and other depository accounts, and other securities and properties;

(e) To take title to, and hold in its own name, such property, and such interests in such property as the Corporation may acquire, for the purposes set out herein or in the Declaration, and to sell, transfer, and dispose of any such property or reinvest the proceeds thereof as herein permitted;

(f) To borrow money and give security therefore by pledging, mortgaging, or otherwise hypothecating any property it may own, or any interest it may have in such property;

(g) To become a member of any other nonstock or nonprofit corporation organized under the laws of any state, or to become affiliated with any other organization of like character existing under the laws of any state; provided, however, that such corporation or organization is an exempt organization under section 501(c) (4) of the Internal Revenue Code of 1986, as amended (the “Code”) (or corresponding provisions of any subsequent Federal tax laws); and


(h) To do any and all things which the Corporation’s Board of Directors may determine, consistent with the provisions hereof, to be necessary or appropriate to effectuate the purposes for which the Corporation is organized as herein set forth, to the extent that the doing of such act or thing is not inconsistent with the provisions of Chapter 273 of Kentucky Revised Statutes, or any other applicable law or statute of the Commonwealth of Kentucky or section 501(c) (4) of the Code (or corresponding provisions of any subsequent Federal tax laws)


ARTICLE IV

The Corporation shall have one class of voting membership (collectively, the “Members” or individually, a “Member”), consisting of all Lot Owners who shall be entitled to one vote for each lot owned in Kort Springs.

When more than one person holds an interest in any lot, all such persons shall be Members. The vote for such lot shall he exercised as they determine among themselves, hut in no event shall more than one vote he cast with respect to any lot in Kort Springs. If the joint Lot Owners cannot agree as to how to exercise their vote, the vote for that lot shall not be cast.



ARTICLE V

If, at any time, the Corporation dissolves, the assets of the Corporation shall be applied and distribute-] as follows:

(a) All liabilities and obligations of the Corporation shall be paid and discharged, or adequate provision shall he made therefor;

(b) Assets held by the Corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; and

(c) Other assets, if any, shall be transferred or conveyed to one or more corporations, societies, or organizations, organized under the laws of any State, that are exempt under section 501(c) (3), section 501(c) (4) or section 501(c) (7) of the Code (or corresponding provisions of any subsequent Federal tax laws), or to the Federal government, or to a State or local government, for a public purpose, pursuant to a plan of distribution adopted as provided by law.


ARTICLE VI

The Corporation shall have neither capital stock nor stockholders, and its business and affairs shall not be conducted for private pecuniary gain or profit, nor shall any of its gain, profit, or property inure to the incorporator thereof, nor to any officer or director thereof, nor to any individual or any Member of the Corporation, except as compensation for services actually rendered, but its entire gain, profit, net earnings and property shall he devoted exclusively to the purposes set out and referred to in Article III hereof.


ARTICLE VII

The affairs of the Corporation shall be managed and conducted by the Board of Directors and by such committees and officers as shall be provided in the By—Laws.

The Board of Directors shall consist of not less than three individuals, and until otherwise fixed by the By—Laws, shall consist of three individuals. The election of directors shall take place at the annual meeting of the Members, or as otherwise provided in the By-Laws.



ARTICLE VIII

The number of directors constituting the initial Board of Directors is three and the name and address of each person who is to serve as a director is as follows, each such person to serve until the first annual meeting of the Members, and until his successor in office is elected and shall qualify:
Name Address
Joseph D. Spalding 3521 Sudbury Lane
Louisville, KY 40220
Bruce W. Schott 7301 Kort Way
Louisville, KY 40220
Carole Smith 3700 Sudbury Lane
Louisville, KY 40220

ARTICLE IX

The address of the initial registered office of the Corporation is 3521 Sudbury Lane, Louisville, Kentucky 40220, and the name of the initial registered agent at such address is
Joseph 0. Spalding.


ARTICLE X

Joseph D. Spalding, whose address is 3521 Sudbury Lane, Louisville, Kentucky 40220, is the sole incorporator of the Corporation.


ARTICLE XII

The private property of the incorporator, of the directors, and of the Members shall not be subject to any of the Corporation’s debts and liabilities.


ARTICLE XIII

The Corporation shall indemnify any director, officer, former director, and former officer of the Corporation against expenses actually and reasonably incurred -by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to he liable for negligence or misconduct in the performance of duty to the Corporation, and to such other extent that may he provided in the By-Laws of the Corporation, or resolution adopted after notice to the Members.



ARTICLE XIV

No director of the Corporation shall be personally liable for monetary damages to the Corporation for breach of his duties as a director, provided that this provision shall not eliminate or limit the liability of a director:

(a) For any transaction in which such directors’ personal financial interest is in conflict with the financial interest of the Corporation;

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to such Director to be in violation of law; or

(c) For any transaction from which such Director derived an improper personal benefit.



IN TESTIMONY WHEREOF, witness the signature of the undersigned incorporator on this 7day of July, 1999.


COMMONWEALTH OF KENTUCKY )
SS:
COUNTY OF JEFFERSON )


I, a Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that on this day there personally appeared before me JOSEPH 0. SPALDING, who being by me first duly sworn, declared and acknowledged that he is the duly authorized Incorporator of KORT SPRINGS HOMEOWNERS ASSOCIATION, INC. and that the foregoing instrument of writing constitutes the Articles of Incorporation of such corporation.


My Commission Expires:


Notary Public

(SEAL)

This instrument ASS prepared by:
Patrick J Welsh
Greenebaum Doll & McDonald
3300 First National Tower
Louisville, Kentucky 40202
(502) 589-4200










ARTICLES OF INCORPORATION
OF

KORT SPRINGS HOMEOWNERS ASSOCIATION


The undersigned hereby incorporates a nonprofit corporation without capital stock or stockholders, under the provisions of KRS 273.161 to KRS 273.390, and for that purpose adopts the following Articles of Incorporation:


ARTICLE I

The name of the corporation is Kort Springs Homeowners Association, Inc. (the “Corporation”).


ARTICLE II

The duration of the Corporation shall be perpetual.


ARTICLE III

Any provision of these Articles of Incorporation to the contrary notwithstanding, the Corporation shall not have any purpose or object, nor have or exercise any power, nor engage in any activity, which in any way contravenes, or is in conflict with, the other provisions of Article III of these Articles of Incorporation.
The purposes for which the Corporation is organized are to transact any and all lawful business for which nonprofit corporations may be incorporated under the Kentucky Nonprofit Corporation Acts, and to exercise any and all powers that nonprofit corporations may now or hereafter exercise under the Kentucky Nonprofit Corporation Acts, including, without limitation:

(a) To conduct and carry on its work, not for profit, but exclusively for promoting the social welfare and serving the common good and general welfare of the record owners of each residential unit or similar property (collectively the “Lot Owners” or individually, a “Lot Owner”) located in “Kort Springs” (as hereinafter defined), in such manner (1) that no part of its income or property. shall inure to the private benefit of any officer or director thereof, nor to any individual or any member of the Corporation, including, but not limited to, any individual or entity having a personal or private interest in the activities of the Corporation, (2) that it shall not directly or indirectly participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office and (3) that no substantial part of its activities shall be carrying on propaganda or otherwise attempting to influence legislation. For purposes hereof, the term “Kort Springs” shall mean all sections of the subdivision known as “Kort Springs,” as recorded in the Office of the Clerk of Jefferson County, Kentucky, which was developed by Joseph Daniel Spalding and Doris Marie Spalding;


(b) To exercise, enforce, perform and observe the rights, privileges, duties and obligations assigned to, and to observe and be subject to the limitations imposed upon, the Corporation under any declaration of covenants, conditions and restrictions as may be approved and amended from time to time by the Corporation, affecting any portion of Kort Springs (the “Declaration”), including, without limitation, those restrictions and provisions for maintenance charges of record in the Office of the Clerk of Jefferson County, Kentucky at Deedbook 4839, Page 584, and Deedbook 5596, Page 229.

(c) To assess, levy and collect assessments as provided in the Declaration;

(d) To invest and reinvest any of its property and the increments in, and avails or proceeds of, any of its property in such investments as may be deemed advisable from time to time by the Corporation’s Board of Directors, including, but not limited to, stocks, bonds, secured and unsecured obligations, undivided interests, leases, commercial paper, financial and governmental instruments, savings and other depository accounts, and other securities and properties;

(e) To take title to, and hold in its own name, such property, and such interests in such property as the Corporation may acquire, for the purposes set out herein or in the Declaration, and to sell, transfer, and dispose of any such property or reinvest the proceeds thereof as herein permitted;

(f) To borrow money and give security therefore by pledging, mortgaging, or otherwise hypothecating any property it may own, or any interest it may have in such property;

(g) To become a member of any other nonstock or nonprofit corporation organized under the laws of any state, or to become affiliated with any other organization of like character existing under the laws of any state; provided, however, that such corporation or organization is an exempt organization under section 501(c) (4) of the Internal Revenue Code of 1986, as amended (the “Code”) (or corresponding provisions of any subsequent Federal tax laws); and


(h) To do any and all things which the Corporation’s Board of Directors may determine, consistent with the provisions hereof, to be necessary or appropriate to effectuate the purposes for which the Corporation is organized as herein set forth, to the extent that the doing of such act or thing is not inconsistent with the provisions of Chapter 273 of Kentucky Revised Statutes, or any other applicable law or statute of the Commonwealth of Kentucky or section 501(c) (4) of the Code (or corresponding provisions of any subsequent Federal tax laws)


ARTICLE IV

The Corporation shall have one class of voting membership (collectively, the “Members” or individually, a “Member”), consisting of all Lot Owners who shall be entitled to one vote for each lot owned in Kort Springs.

When more than one person holds an interest in any lot, all such persons shall be Members. The vote for such lot shall he exercised as they determine among themselves, hut in no event shall more than one vote he cast with respect to any lot in Kort Springs. If the joint Lot Owners cannot agree as to how to exercise their vote, the vote for that lot shall not be cast.



ARTICLE V

If, at any time, the Corporation dissolves, the assets of the Corporation shall be applied and distribute-] as follows:

(a) All liabilities and obligations of the Corporation shall be paid and discharged, or adequate provision shall he made therefor;

(b) Assets held by the Corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; and

(c) Other assets, if any, shall be transferred or conveyed to one or more corporations, societies, or organizations, organized under the laws of any State, that are exempt under section 501(c) (3), section 501(c) (4) or section 501(c) (7) of the Code (or corresponding provisions of any subsequent Federal tax laws), or to the Federal government, or to a State or local government, for a public purpose, pursuant to a plan of distribution adopted as provided by law.


ARTICLE VI

The Corporation shall have neither capital stock nor stockholders, and its business and affairs shall not be conducted for private pecuniary gain or profit, nor shall any of its gain, profit, or property inure to the incorporator thereof, nor to any officer or director thereof, nor to any individual or any Member of the Corporation, except as compensation for services actually rendered, but its entire gain, profit, net earnings and property shall he devoted exclusively to the purposes set out and referred to in Article III hereof.


ARTICLE VII

The affairs of the Corporation shall be managed and conducted by the Board of Directors and by such committees and officers as shall be provided in the By—Laws.

The Board of Directors shall consist of not less than three individuals, and until otherwise fixed by the By—Laws, shall consist of three individuals. The election of directors shall take place at the annual meeting of the Members, or as otherwise provided in the By-Laws.



ARTICLE VIII

The number of directors constituting the initial Board of Directors is three and the name and address of each person who is to serve as a director is as follows, each such person to serve until the first annual meeting of the Members, and until his successor in office is elected and shall qualify:
Name Address
Joseph D. Spalding 3521 Sudbury Lane
Louisville, KY 40220
Bruce W. Schott 7301 Kort Way
Louisville, KY 40220
Carole Smith 3700 Sudbury Lane
Louisville, KY 40220

ARTICLE IX

The address of the initial registered office of the Corporation is 3521 Sudbury Lane, Louisville, Kentucky 40220, and the name of the initial registered agent at such address is
Joseph 0. Spalding.


ARTICLE X

Joseph D. Spalding, whose address is 3521 Sudbury Lane, Louisville, Kentucky 40220, is the sole incorporator of the Corporation.


ARTICLE XII

The private property of the incorporator, of the directors, and of the Members shall not be subject to any of the Corporation’s debts and liabilities.


ARTICLE XIII

The Corporation shall indemnify any director, officer, former director, and former officer of the Corporation against expenses actually and reasonably incurred -by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to he liable for negligence or misconduct in the performance of duty to the Corporation, and to such other extent that may he provided in the By-Laws of the Corporation, or resolution adopted after notice to the Members.



ARTICLE XIV

No director of the Corporation shall be personally liable for monetary damages to the Corporation for breach of his duties as a director, provided that this provision shall not eliminate or limit the liability of a director:

(a) For any transaction in which such directors’ personal financial interest is in conflict with the financial interest of the Corporation;

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to such Director to be in violation of law; or

(c) For any transaction from which such Director derived an improper personal benefit.



IN TESTIMONY WHEREOF, witness the signature of the undersigned incorporator on this 7day of July, 1999.


COMMONWEALTH OF KENTUCKY )
SS:
COUNTY OF JEFFERSON )


I, a Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that on this day there personally appeared before me JOSEPH 0. SPALDING, who being by me first duly sworn, declared and acknowledged that he is the duly authorized Incorporator of KORT SPRINGS HOMEOWNERS ASSOCIATION, INC. and that the foregoing instrument of writing constitutes the Articles of Incorporation of such corporation.


My Commission Expires:


Notary Public

(SEAL)

This instrument ASS prepared by:
Patrick J Welsh
Greenebaum Doll & McDonald
3300 First National Tower
Louisville, Kentucky 40202
(502) 589-4200









ARTICLES OF INCORPORATION
OF

KORT SPRINGS HOMEOWNERS ASSOCIATION


The undersigned hereby incorporates a nonprofit corporation without capital stock or stockholders, under the provisions of KRS 273.161 to KRS 273.390, and for that purpose adopts the following Articles of Incorporation:


ARTICLE I

The name of the corporation is Kort Springs Homeowners Association, Inc. (the “Corporation”).


ARTICLE II

The duration of the Corporation shall be perpetual.


ARTICLE III

Any provision of these Articles of Incorporation to the contrary notwithstanding, the Corporation shall not have any purpose or object, nor have or exercise any power, nor engage in any activity, which in any way contravenes, or is in conflict with, the other provisions of Article III of these Articles of Incorporation.
The purposes for which the Corporation is organized are to transact any and all lawful business for which nonprofit corporations may be incorporated under the Kentucky Nonprofit Corporation Acts, and to exercise any and all powers that nonprofit corporations may now or hereafter exercise under the Kentucky Nonprofit Corporation Acts, including, without limitation:

(a) To conduct and carry on its work, not for profit, but exclusively for promoting the social welfare and serving the common good and general welfare of the record owners of each residential unit or similar property (collectively the “Lot Owners” or individually, a “Lot Owner”) located in “Kort Springs” (as hereinafter defined), in such manner (1) that no part of its income or property. shall inure to the private benefit of any officer or director thereof, nor to any individual or any member of the Corporation, including, but not limited to, any individual or entity having a personal or private interest in the activities of the Corporation, (2) that it shall not directly or indirectly participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office and (3) that no substantial part of its activities shall be carrying on propaganda or otherwise attempting to influence legislation. For purposes hereof, the term “Kort Springs” shall mean all sections of the subdivision known as “Kort Springs,” as recorded in the Office of the Clerk of Jefferson County, Kentucky, which was developed by Joseph Daniel Spalding and Doris Marie Spalding;


(b) To exercise, enforce, perform and observe the rights, privileges, duties and obligations assigned to, and to observe and be subject to the limitations imposed upon, the Corporation under any declaration of covenants, conditions and restrictions as may be approved and amended from time to time by the Corporation, affecting any portion of Kort Springs (the “Declaration”), including, without limitation, those restrictions and provisions for maintenance charges of record in the Office of the Clerk of Jefferson County, Kentucky at Deedbook 4839, Page 584, and Deedbook 5596, Page 229.

(c) To assess, levy and collect assessments as provided in the Declaration;

(d) To invest and reinvest any of its property and the increments in, and avails or proceeds of, any of its property in such investments as may be deemed advisable from time to time by the Corporation’s Board of Directors, including, but not limited to, stocks, bonds, secured and unsecured obligations, undivided interests, leases, commercial paper, financial and governmental instruments, savings and other depository accounts, and other securities and properties;

(e) To take title to, and hold in its own name, such property, and such interests in such property as the Corporation may acquire, for the purposes set out herein or in the Declaration, and to sell, transfer, and dispose of any such property or reinvest the proceeds thereof as herein permitted;

(f) To borrow money and give security therefore by pledging, mortgaging, or otherwise hypothecating any property it may own, or any interest it may have in such property;

(g) To become a member of any other nonstock or nonprofit corporation organized under the laws of any state, or to become affiliated with any other organization of like character existing under the laws of any state; provided, however, that such corporation or organization is an exempt organization under section 501(c) (4) of the Internal Revenue Code of 1986, as amended (the “Code”) (or corresponding provisions of any subsequent Federal tax laws); and


(h) To do any and all things which the Corporation’s Board of Directors may determine, consistent with the provisions hereof, to be necessary or appropriate to effectuate the purposes for which the Corporation is organized as herein set forth, to the extent that the doing of such act or thing is not inconsistent with the provisions of Chapter 273 of Kentucky Revised Statutes, or any other applicable law or statute of the Commonwealth of Kentucky or section 501(c) (4) of the Code (or corresponding provisions of any subsequent Federal tax laws)


ARTICLE IV

The Corporation shall have one class of voting membership (collectively, the “Members” or individually, a “Member”), consisting of all Lot Owners who shall be entitled to one vote for each lot owned in Kort Springs.

When more than one person holds an interest in any lot, all such persons shall be Members. The vote for such lot shall he exercised as they determine among themselves, hut in no event shall more than one vote he cast with respect to any lot in Kort Springs. If the joint Lot Owners cannot agree as to how to exercise their vote, the vote for that lot shall not be cast.



ARTICLE V

If, at any time, the Corporation dissolves, the assets of the Corporation shall be applied and distribute-] as follows:

(a) All liabilities and obligations of the Corporation shall be paid and discharged, or adequate provision shall he made therefor;

(b) Assets held by the Corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; and

(c) Other assets, if any, shall be transferred or conveyed to one or more corporations, societies, or organizations, organized under the laws of any State, that are exempt under section 501(c) (3), section 501(c) (4) or section 501(c) (7) of the Code (or corresponding provisions of any subsequent Federal tax laws), or to the Federal government, or to a State or local government, for a public purpose, pursuant to a plan of distribution adopted as provided by law.


ARTICLE VI

The Corporation shall have neither capital stock nor stockholders, and its business and affairs shall not be conducted for private pecuniary gain or profit, nor shall any of its gain, profit, or property inure to the incorporator thereof, nor to any officer or director thereof, nor to any individual or any Member of the Corporation, except as compensation for services actually rendered, but its entire gain, profit, net earnings and property shall he devoted exclusively to the purposes set out and referred to in Article III hereof.


ARTICLE VII

The affairs of the Corporation shall be managed and conducted by the Board of Directors and by such committees and officers as shall be provided in the By—Laws.

The Board of Directors shall consist of not less than three individuals, and until otherwise fixed by the By—Laws, shall consist of three individuals. The election of directors shall take place at the annual meeting of the Members, or as otherwise provided in the By-Laws.



ARTICLE VIII

The number of directors constituting the initial Board of Directors is three and the name and address of each person who is to serve as a director is as follows, each such person to serve until the first annual meeting of the Members, and until his successor in office is elected and shall qualify:
Name Address
Joseph D. Spalding 3521 Sudbury Lane
Louisville, KY 40220
Bruce W. Schott 7301 Kort Way
Louisville, KY 40220
Carole Smith 3700 Sudbury Lane
Louisville, KY 40220

ARTICLE IX

The address of the initial registered office of the Corporation is 3521 Sudbury Lane, Louisville, Kentucky 40220, and the name of the initial registered agent at such address is
Joseph 0. Spalding.


ARTICLE X

Joseph D. Spalding, whose address is 3521 Sudbury Lane, Louisville, Kentucky 40220, is the sole incorporator of the Corporation.


ARTICLE XII

The private property of the incorporator, of the directors, and of the Members shall not be subject to any of the Corporation’s debts and liabilities.


ARTICLE XIII

The Corporation shall indemnify any director, officer, former director, and former officer of the Corporation against expenses actually and reasonably incurred -by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to he liable for negligence or misconduct in the performance of duty to the Corporation, and to such other extent that may he provided in the By-Laws of the Corporation, or resolution adopted after notice to the Members.



ARTICLE XIV

No director of the Corporation shall be personally liable for monetary damages to the Corporation for breach of his duties as a director, provided that this provision shall not eliminate or limit the liability of a director:

(a) For any transaction in which such directors’ personal financial interest is in conflict with the financial interest of the Corporation;

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to such Director to be in violation of law; or

(c) For any transaction from which such Director derived an improper personal benefit.



IN TESTIMONY WHEREOF, witness the signature of the undersigned incorporator on this 7day of July, 1999.


COMMONWEALTH OF KENTUCKY )
SS:
COUNTY OF JEFFERSON )


I, a Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that on this day there personally appeared before me JOSEPH 0. SPALDING, who being by me first duly sworn, declared and acknowledged that he is the duly authorized Incorporator of KORT SPRINGS HOMEOWNERS ASSOCIATION, INC. and that the foregoing instrument of writing constitutes the Articles of Incorporation of such corporation.


My Commission Expires:


Notary Public

(SEAL)

This instrument ASS prepared by:
Patrick J Welsh
Greenebaum Doll & McDonald
3300 First National Tower
Louisville, Kentucky 40202
(502) 589-4200