Table of Contents
The MSU SHC Articles of Incorporation
Article I. Name
The name of the corporation is MSU Student Housing Cooperative, Inc.
Article II. Purpose
The purpose or purposes for which the corporation is formed are as follows:
- A. The MSU Student Housing Cooperative, Inc. is organized exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954. No substantial portion of either its funds or activities may be directed at any time to other purposes. Its primary purposes are:
- a. To promote the social and general welfare of Michigan State University and the community, by offering low rent housing and other services, regardless of age, color, gender, gender identity, disability status, height, marital status, national origin, political persuasion, race, religion, sexual orientation, veteran status, or weight and thus to influence the community to eliminate discrimination in housing.
- b. To advance the cause of education by providing inexpensive board and lodging for university students with limited resources, so that those who might not otherwise be able to continue at the University, because of economic reasons, may enjoy the benefits of higher education.
- c. To be inclusive of underrepresented and marginalized groups of the community, including providing housing for any low-income or moderate income members, pursuant to the United States Revenue Ruling 96-32 income limits, and to continually expand and extend those facilities in the community interest.
- d. To initiate, coordinate, direct, and otherwise participate in educational efforts and programs for the education of its members and others.
- e.(Deleted by amendment, December 3, 1971.)
- B. To further the primary purpose of this organization, the corporation shall be empowered to, but not limited to, do the following:
- a. Own, lease, and operate dormitories, dwelling units, and boarding units, and to provide other facilities and services for university students.
- b. Do all things expedient and necessary for the furtherance of the primary purposes of the organization.
- C.This corporation may not engage in, otherwise than as an insubstantial part of its activities, any activities which are not in furtherance of its tax exempt purposes.
(As Restated April 1, 2002) The corporation is organized on a non-stock basis.
Article III. Assets
If organized on a non stock basis, the description and value of its real property assets are:
| Name of Cooperative House | Address of House | City Assessed value as of May 13, 2002 In Dollars | |
|---|---|---|---|
| 1 | Atlantis | 207 Bogue Street | 157,400 |
| 2 | Bower | 127 Whitehills | 128,800 |
| 3 | Elsworth | 711 W Grand River | 184,800 |
| 4 | Ferency | 146 Collingwood | 72,100 |
| 5 | Hedrick | 140 Collingwood | 133,900 |
| 6 | lot | 711 W Grand River | 29,000 |
| 7 | Miles | 152 Collingwood | 65,900 |
| 8 | Orion | 501 M.A.C. | 141,700 |
| 9 | Phoenix | 239 Oak Hill | 190,900 |
| 10 | Raft Hill | 420 Evergreen | 77,300 |
| 11 | Shadowwood | 505 M.A.C. | 190,900 |
| 12 | Toad Lane & New Community | 415 & 425 Ann | 184,300 |
| $1,557,000 |
and the description of its personal property assets are: $10,000 office equipment.
(The valuation of the above assets was as of May 13, 2002)
Said corporation is to be financed under the following general plan:
By the collection of such membership fees as shall be provided in the By-Laws; by contributions and donations from persons, parties, or organization interested in furthering the program for which this corporation is organized.; and by the collection of such service charge for services rendered as shall be stipulated from time to time by the Board of Directors.
The corporation is organized on a membership basis.
Article IV. Registered Office
(As Restated April 1, 2002) The address of the registered office is:
317 Student Services Building, Michigan State University, East Lansing, Ingham County, Michigan 48824.
The name of the resident agent is Joan Bulmer.
(Deleted April 1, 2002) The name of the first resident agent is Orion Ulrey.
Article V. Organization
Said corporation is organized upon a non-stock basis.
(As amended October 28, 1977) All membership dues are to be retained by the corporation as contributions of capital, and shall be fully refundable to each member upon dissolution of the corporation.
Article VI. Incorporators
The names and places of residence, or business, of each of the incorporators (and if a corporation is organized upon a stock-share basis the number of shares of stock subscribed for by each) are as follows:
| Name | Residence Address |
|---|---|
| William Barker | 711 W. Grand River Ave., East Lansing MI 48823 |
| Marc Butler | 711 W. Grand River Ave., East Lansing MI 48823 |
| James Landau | 140 Haslet St., East Lansing MI 48823 |
Article VII. Board of Directors
The names and addresses of the first board of directors (or trustees) are as follows:
| Name | Residence Address |
|---|---|
| Geoffrey Gates | 711 W. Grand River Ave., East Lansing MI 48823 |
| William Barker | 711 W. Grand River Ave., East Lansing MI 48823 |
| Richard Baker | 140 Haslet St., East Lansing MI 48823 |
| John Aubrey | 127 Whitehills Dr., East Lansing MI 48823 |
| Gregory Martin | 548 M.A.C., East Lansing MI 48823 |
Article VIII. Term
The term of the corporate existence is perpetual.
Article IX. Dissolution
The term of the corporate existence is perpetual.
- A. The mode of procedure and the manner in which the business and affairs of this corporation shall be conducted in accordance with the Statutes of the State of Michigan. Neither interest nor dividends shall be paid upon the paid in membership capital of this corporation. Only members in good standing or their duly appointed or elected representatives shall be eligible to hold office as a director or officer of this corporation. Voluntary dissolution of said corporation shall require approval at a membership meeting of, at least, two-thirds (2/3) of the membership in good standing of said corporation, voting in person, and not by proxy, or of such greater number as may be required by law. In the event of any dissolution of this corporation:
- B. (As amended October 28, 1977) None of the corporation assets shall accrue or inure to the benefit of any member upon dissolution of the corporation, or at any other time, except as set forth in Article V.
- C. (As amended December 3, 1971) In the event of dissolution, all assets, real and personal, shall be distributed to such organizations as are qualified as tax exempt as defined in Section 501©(3) of the Internal Revenue Code of 1954 or the corresponding provision of a future United States Internal Revenue Law.
- D. This article shall not be amended other than by a vote of two-thirds (2/3) of the members in good standing of said corporation at a regular or special membership meeting. Said votes shall be in person and not by proxy, and shall be held at polling places as may be designated by the board of directors.
(Added by amendment July 19, 1977)
Article X.
(Added by amendment July 19, 1977)
The corporation shall not sell, mortgage, or assign any real estate without the prior vote of a majority of the member occupants of the real estate to be sold, mortgaged, or assigned. Further, each house (as defined in the By Laws) has the responsibility to care, manage, and control their property. This authority may be revoked by the MSU Student Housing Corporation in the event there occurs waste to the premises or impairment to the capital of the MSU Student Housing Corporation.
Article XI. Cooperative Plan
(As Restated April 1, 2002)
The cooperative plan is set up as follows: Each member is entitled to on vote regardless of the number of shares or memberships owned.
Discussion
In 1969, Michigan generally required the following articles: a Preamble specifying the type of corporation formed, (I) name of the corporation, (II) purposes and powers, (III) address of the corporation, (IV) method of financing corporation, (V) names and addresses of people signing articles, (VI) names and addresses of first board of directors, (VII) length of time of existence of corporation (usually perpetual), (VIII) other desired provisions, including method of amendment, proceeds upon dissolution, etc. Articles X and XI weren't added until later, making IX the original last part of the document. Article IX was amended in 1971 to decrease our association with MSU: Since Ulrey was largely inspired by the ICC Ann Arbor and originally envisioned SHC as an arm of the MSU ICC, the original Article IX called for the donation of all assets in the event of dissolution to MSU. The amendment broadened this to include any nonprofit. Since Article VII is only supposed to include the names and addresses of the first Board of Directors and there's no other mention of Board composition, maybe he thought it wasn't worthy of its own separate article?
Here's a copy of the original Articles of Incorporation.
“…the early days of SHC were more complicated. When we transferred ownership of the first properties from the individual co-ops to SHC, we very intentionally ENDED the individual incorporation of the old groups. When I returned for a visit years later, I was flabbergasted to find out that all the houses had been separately incorporated again. Judging by the changes in the Articles of Incorporation that Holly Jo has a link to below, that must have happened in 1977, when managerial responsibilities were given to the houses. Looking at changes in the by-laws that define membership is also interesting and related to all this. In the “Proposed by-laws” dated February 21, 1971, houses are members and the members living in member houses are individual members. But once we transferred property to SHC, this changed dramatically. By-laws from 1973 simply say that “Membership in the MSU-SHC shall commence upon signing fo a membership contract with the corporation and payment of both a membership fee and a member loan as determined by the board. Membership shall continue for the duration of the contract.” Nothing at all about organizations being members. I suspect that was changed again in connection with the other 1977 modifications. All of the flip-flopping on the relationship of the houses to the umbrella organization reflects different organizational concepts: in other words, are the houses branches of a unified organization, or is the SHC a service provider for relatively independent cooperatives? There are only a few systems that have been formed by merging independent groups: ICC in Ann Arbor, ICC in Austin, MCC in Madison, and the MSU-SHC. A few have also brought in other groups (as SHC did with Beal, Howland and Rivendell), but that’s an easier process. Those that started as a merger tend to be a tad ambivalent about their relationships. Which, of course, is why y’all are talking about this in the first place! Jim 1/13/2018