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ARTICLES OF INCORPORATION <br />qWFr <br />OUTH 1 MUTUAL HOMES COOPERATIVE, INC. <br />The undersigned incorporator, desiring to form a corporation (the "Cooperative") <br />pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the <br />"Act"), executes the following Articles of Incorporation. <br />ARTICLE I <br />Name <br />The name of the Cooperative is South Bend Mutual Homes Cooperative, Inc. <br />ARTICLE II <br />Classification of Corporation <br />The Cooperative is a mutual benefit corporation. <br />ARTICLE III <br />Purposes and Powers <br />Section 3.1 Purposes. The purposes for which the Cooperative is formed are: <br />(a) to serve as a resident cooperative in connection with the South Bend Mutual <br />Homes residential rental community located in South Bend, Indiana (the "Project"); <br />(b) in connection with the Project, to own all of the membership interests in South <br />Bend Mutual Homes GP, LLC, an Indiana limited liability company, which serves as a general <br />partner of South Bend Mutual Homes, L.P., an Indiana limited liability partnership, the owner of <br />the Project; and <br />(c) in furtherance of the aforesaid purposes, to transact any and all lawful business for <br />which corporations may be incorporated under the Act, provided such business is not <br />inconsistent with the Corporation being organized and operated exclusively for nonprofit and <br />purposes. <br />Section 3.2 Nonprofit Purposes. <br />(a) The Cooperative is organized and operated exclusively for nonprofit purposes and <br />its activities shall be conducted in such a manner that no part of its net earnings shall inure to the <br />benefit of any member, director, officer or other private person, except that the Cooperative shall <br />{20]SIt93.DOC} <br />