ARTICLES OF INCORPORATION OF THE PAW PAW LAKE AREA WASTEWATER PLANT AUTHORITY

These Articles of Incorporated are adopted by the incorporating municipalities for the purpose of creating an AUTHORITY under the provisions of Act 233 of the Public Acts of Michigan of 1955, as amended (“Act 233”).

ARTICLE I – NAME

The name of this AUTHORITY is the “Paw Paw Lake Area Wastewater Plant Authority.” The principal office of the AUTHORITY will be located at 4689 Defield Road, Coloma, Michigan 49038, or such other location(s) as the Board of Directors shall determine from time to time.

ARTICLE II – INCORPORATING MUNICIPALITIES

The incorporating municipalities creating the AUTHORITY are the City of Coloma, Coloma Charter Township, the City of Watervliet, and Watervliet Charter Township, which are all located in the County of Berrien, State of Michigan, and which are hereby designated as the CONSTITUENT MUNICIPALITIES.

ARTICLE III – PURPOSE

The purpose of the AUTHORITY is to, in whole or in part, operate, enlarge or extend the Paw Paw Lake Area Wastewater Plant, a wastewater facility which is owned by the CONSTITUENT MUNICIPALITIES, in accordance with the authorization of Act 233.

ARTICLE IV – GENERAL POWERS

The AUTHORITY shall be a public body corporate with power to sue or to be sued in any court in the State of Michigan (the “State”). Its limits shall include all of the territory embraced within the boundaries of the CONSTITUENT MUNICIPALITIES. It shall possess all of the powers now or hereafter granted by Act 233 or by any other applicable statute and these Articles of Incorporation (the “Articles”), and all those powers incident thereto. The enumeration of any powers herein shall not be construed as a limitation upon the AUTHORITY’s general power unless the context shall clearly indicate otherwise. The AUTHORITY may have a corporate seal.

ARTICLE V – TERM OF EXISTENCE

The AUTHORITY shall continue in existence perpetually or until dissolved by act of the CONSTITUENT MUNICIPALITIES OR BY LAW; provided, however, the AUTHORITY shall not be dissolved if such dissolution could operate as an impairment of any of its contracts.

ARTICLE VI – FISCAL YEAR

The fiscal year of the AUTHORITY shall commence on April 1st of each year and end on March 31st of the following year.

ARTICLE VII – BOARD AND OFFICERS

The governing body of the AUTHORITY shall be a Board of Directors, hereinafter referred to as “the BOARD”, which shall be composed of two (2) representatives from each CONSTITUENT MUNICIPALITY. Directors of the BOARD selected by the CONSTITUENT MUNICIPALITIES shall be appointed by the respective governing bodies of the CONSTITUENT MUNICIPALITIES on or before January 1st of each year that a term of office expires. Subject to the last paragraph of this Article VII, each Director shall serve a term of two (2) years, beginning January 1st following his or her appointment; provided, however, that with respect to the initial BOARD, one of the Directors appointed by each of the CONSTITUENT MUNICIPALITIES shall serve a term of office expiring December 31, 2020, and one of the Directors appointed by each of the CONSTITUENT MUNICIPALITIES shall serve a term of office expiring December 31, 2021.

Each Director of the BOARD shall qualify by taking the constitutional oath of office and filing it with the records of the AUTHORITY.

The Directors of the BOARD and officers thereof who are not Directors of the BOARD may be paid such compensation as is reasonable and consistent with their respective duties and responsibilities, as shall be approved by the BOARD and as shall be consistent with the approved annual operating budget of the AUTHORITY. The BOARD may also authorize the payment of the actual expenditures of any Director or officer incurred in connection with the business of the AUTHORITY, provided the same is consistent with the approved annual operating budget of the AUTHORITY.

The BOARD shall meet within thirty (30) days after the initial Directors are appointed by all the CONSTITUENT MUNICIPALITIES and during the month of January of each year thereafter, at the place of holding the meetings of the BOARD, for the purpose of organization. If a regularly scheduled annual organization meeting must be postponed, the annual organization meeting shall occur at the same time and place the following week, or at such other time as may be reasonable satisfactory to all of the Directors of the BOARD. At each organization meeting, the BOARD shall select a Chair, a Vice-Chair and a Secretary, who shall be Directors of the BOARD, and a Treasurer who may, but need not be, a Director of the BOARD. These officers shall serve until the organizational meeting of the BOARD in the following year or until their respective successors shall be selected.

At the same time or within thirty (30) days after the AUTHORITY is established by resolution of the legislative body of each CONSTITUENT MUNICIPALITY, the governing body of each CONSTITUENT MUNICIPALITY shall select its representatives to serve as Directors of the BOARD for the initial terms provided above, and within thirty (30) days after such selection, the Directors of the BOARD shall qualify by taking the constitutional oath of office and shall meet for the purpose of organizing the BOARD through April, 2020. The time and place for such meeting shall be fixed by a majority of the initial Directors of the BOARD, and notice thereof shall be served upon all Directors in the manner provided in Article IX in the case of a special BOARD meeting. No appointment to the BOARD and no selection of an officer of the BOARD shall be deemed to be invalid because it was not made within or at the time specified in these Articles. The Directors of the BOARD shall serve at the pleasure of the governing body of the appointing CONSTITUENT MUNICIPALITY and may be removed at any time, with or without cause, by the legislative body of the appointing CONSTITUENT MUNICIPALITY.

ARTICLE VIII – VACANCIES

In the event of a vacancy on the BOARD of a Director selected by a CONSTITUENT MUNICIPALITY the governing body of the CONSTITUENT MUNICIPALITY selecting such representative shall fill the vacancy for the unexpired term. In the event of a vacancy in any office of the BOARD, such vacancy shall be filled by the BOARD for the unexpired term. In case of the temporary absence or disability of any officer, the BOARD may appoint some other BOARD member temporarily to act in his or her stead, except that in the event of temporary absence or disability of the Chair, the Vice-Chair shall so act. All persons serving in the offices of Chair, Vice-Chair or Secretary shall be Directors of the BOARD; the person serving as Treasurer may, but need not be, a Director of the BOARD.

ARTICLE IX – BOARD MEETINGS

The BOARD shall meet annually for its organizational meeting as provided in Article VII above. If the BOARD elects to have regular meetings, these meetings shall be held at the time and place as shall be prescribed by the BOARD. Special meetings of the BOARD may be called by the Chair or any two Directors by serving written notice of the time, place and purpose upon each Director of the BOARD personally, by leaving it at the Director’s residence, by delivering it via facsimile, e-mail or similar electronic means to the Director’s home or place of business at least eighteen hours prior to the time of the meeting, or by depositing it in a United States Post Office or mail box within Berrien County, Michigan, at least seventy-two (72) hours prior to the time of the meeting enclosed in a sealed envelope property addressed to the Director’s home or business address with first-class postage fully prepaid. Any Director may waive notice of any meeting either before or after the holding thereof. Any meeting at which all Directors are present shall be a legal meeting for the conduct of business, notwithstanding that written notice was not provided in the manner set forth above, provided that notice of such meeting of the AUTHORITY was given in accordance with Act 267 of the Public Acts of Michigan of 1976, as amended (“Open Meeting Act”). At least a majority of Directors currently serving on the BOARD shall be required for a quorum. Each Director shall have one (1) vote. The BOARD shall act by motion or resolution. For the purpose of any motion or resolution, the execution of any contract, and all other matters, there shall be required an affirmative vote of at least a majority of all Directors currently serving on the BOARD.

Public notice of all organization, regular, special or rescheduled regular or special meetings of the BOARD shall be given pursuant to the applicable provisions of Act 267. Notice of meetings shall be posted at the current or future offices of the Authority as required by the Open Meetings Act.

The BOARD shall keep minutes of its proceedings which shall be signed by the Secretary. Each Director shall vote upon all motions and resolutions unless disqualified from voting thereon by reason of any direct or indirect personal interest as defined by the conflict of interest laws of the State.

ARTICLE X – BOARD AFFAIRS The BOARD shall have the right to adopt bylaws governing the procedures regulating the affairs of the AUTHORITY which are not in conflict with the terms of Act 233, any other statute or these Articles. The BOARD shall also have the right to establish rules and regulations in accordance with Act 233, provided, however, that such rules and regulations shall not become effective as to any CONSTITUENT MUNICIPALITY unless and until approved by the governing body of that CONSTITUENT MUNICIPALITY. All actions of the BOARD shall be governed by these Articles, the AUTHORITY bylaws, and applicable law.

The Chair of the BOARD shall be the presiding officer thereof. Except as herein otherwise provided or as provided in the bylaws of the AUTHORITY, he or she shall not have any executive or administrative functions other than as a Director of the BOARD. In the absence or disability of the Chair, the Vice-Chair shall perform the duties of the Chair. The Secretary shall be the recording officer of the BOARD.

The Treasurer shall be custodian of the funds of the AUTHORITY and shall provide a bond conditioned upon the faithful performance of the duties of his or her office. The cost of this bond shall be paid by the AUTHORITY. All money shall be deposited in banks, trust companies or other depositories to be designated by the BOARD, and all checks or other forms of withdrawal therefrom shall be signed by the Chair (or in the absence of the Chair, the Vice-Chair) and the Treasurer or Secretary. The officers of the BOARD shall have such other powers and duties as may be conferred upon them by the BOARD.

Bonds issued by the AUTHORITY, and interest coupons relating thereto, if any, shall be executed in the name on behalf of the AUTHORITY by its Chair or Vice-Chair and Secretary or Treasurer by manual or facsimile signature, and the corporate seal, if any, of the AUTHORITY or a facsimile thereof shall be printed on or affixed to the bonds.

The BOARD shall prepare and adopt, on or before April 1st of each year, an annual operating budget covering the proposed expenditures to be made for organizing and operating of the AUTHORITY and for the necessary funds required from each CONSTITUENT MUNICIPALITY for the next fiscal year beginning April 1st. A copy of said budget shall be provided to each CONSTITUENT MUNICIPALITY. A copy of any amendments to the budget adopted by the AUTHORITY BOARD shall also be provided to each CONSTITUENT MUNICIPALITY. The annual budget and all amendments to the budget must be approved by an affirmative vote of at least five (5) AUTHORITY BOARD members.

The BOARD may transfer amounts within an annual budget without approval of the governing body of each CONSTITUENT MUNICIPALITY. No obligation shall be assumed by the AUTHORITY which may then or at any time in the future become in whole or in part the individual liability of any CONSTITUENT MUNICIPALITY without the prior consent of the governing body of such CONSTITUENT MUNICIPALITY.

ARTICLE XI – PROPERTY ACQUISITION

The AUTHORITY may acquire property by purchase, construction, lease, gift, devise or condemnation, either within or without the limits of the AUTHORITY, and may hold, manage, control, sell, exchange or lease such property. For the purpose of condemnation, it may proceed under the provisions of Act 149 of the Public Acts of Michigan of 1991, as now or hereafter amended, or any other statute which grants any municipality or public body the authority to acquire private property for public use.

ARTICLE XII – CONTRACTS

The AUTHORITY and its CONSTITUENT MUNICIPALITIES may enter into a contract or contracts providing for the acquisition, purchase, construction, improvement, enlargement, extension, operation and financing of all or a portion of a project as authorized and provided in Act 233. In addition, the AUTHORITY may enter into a contract or contracts with third parties providing for the acquisition, purchase, construction, improvement, enlargement, extension, operating and financing of all or a portion of a project as authorized and provided in Act 233.

ARTICLE XIII – SALE OF BONDS

For the purpose of obtaining funds for the acquisition, construction, improving, enlarging or extending of a project authorized by Act 233, the AUTHORITY may, upon resolution duly adopted by it, issue its negotiable bonds or notes, secured by the contractual full faith and credit pledges of each CONSTITUENT MUNICIPALITY, in accordance with and subject to the provisions of Act 233, or may issue such other bonds or notes as authorized in Act 233.

ARTICLE XIV – EMPLOYEES

The BOARD shall have the power to hire employees, who shall not be Directors, to carry out the functions of the AUTHORITY and to fix the compensation therefor.

ARTICLE XV – AUDIT

The BOARD shall cause an annual audit to be made of its financial transactions by an independent certified public accountant or accounting firm and shall furnish a copy thereof to each CONSTITUENT MUNICIPALITY.

ARTICLE XVI – PUBLICATION

These Articles shall be published once in a newspaper of general circulation within the territory encompassed by the AUTHORITY. One (1) copy of these Articles, as printed in the newspaper, certified as a true copy thereof, with the date and place of publication attached, shall be filed with both the Secretary of State and the Clerk of the County of Berrien, Michigan, after execution and publication thereof has been completed as provided in Acts 233.

All expenses for publication of the Articles and all other expenses incurred in the incorporation and establishment of the AUTHORITY shall be shared equally by the CONSTITUENT MUNICIPALITIES.

ARTICLE XVII – EFFECTIVE DATE

The Articles shall become effective upon the filing of certified copies of these Articles as provided in the preceding Article XVI.

ARTICLE XVIII – AMENDMENTS

These Articles may be amended at any time so as to permit any municipality to become a member of this AUTHORITY, if such amendment to the Articles is adopted by the governing body of such municipality proposing to become a member, and if such amendment is adopted by the governing body of each CONSTITUENT MUNICIPALITY of which the AUTHORITY is composed. Other amendments may be made to these Articles at any time if so adopted by the governing body of each CONSTITUENT MUNICIPALITY of which the AUTHORITY is composed. Any such amendment shall be endorsed published and certified, and printed copies thereof filed in the same manner as these original Articles.

ARTICLE XVIV – ADOPTION

These Articles have been adopted by the incorporating municipalities, as hereinafter set forth in the following endorsements, and in witness whereof the designated officials of each CONSTITUENT MUNICIPALITY have endorsed thereon the statement of such adoption.

The foregoing Articles of Incorporation were adopted by the City Commission of the City of Coloma at a meeting duly held on September 23, 2019. CITY OF COLOMA By: James Polashak, Mayor By: Martha Darling, Clerk

The foregoing Articles of Incorporation were adopted by the City Commission of the City of Watervliet at a meeting duly held on November 5, 2019. CITY OF WATERVLIET By: David Brinker, Mayor By: Christa Townsend, Clerk

The foregoing Articles of Incorporation were adopted by the Township Board of Trustees of Coloma Charter Township at a meeting duly held on October 9, 2019. COLOMA CHARTER TOWNSHIP By: Kenneth Parrigin, Supervisor By: Sandra Kraemer, Clerk

The foregoing Articles of Incorporation were adopted by the Township Board of Trustees of Watervliet Charter Township at a meeting duly held on October 21, 2019.

WATERVLIET CHARTER TOWNSHIP By: Dan Hutchins, Supervisor By: Patt Bambrick, Clerk

WATERVLIET CHARTER TOWNSHIP REGULAR MEETING SYNOPSIS January 20, 2020 Reports: County Commission; Paper reports Old Business: Sub-board/committee appointments. New Business: Rezone Request Approved: Minutes, Treasurer’s Report, Bills, Rezoning request. Announcements: Next meeting, budget workshop. Adjournment Respectfully submitted, Patricia Bambrick, Clerk (01-30-2020 TCR)

NOW HIRING! Woodland Terrace of Paw Paw Lake is taking applications for 3pm – 11pm Med Tech. This person must possess a passion to care for the elderly, have an upbeat/great personality, have excellent attendance, reliable transportation and able to pass a criminal background check. Must work every other weekend & holidays. Apply IN PERSON at 6786 Red Arrow Hwy, Coloma, MI. NO PHONE CALLS (01-30, 02-06-2020 TCR)

HELP WANTED COLOMA CHARTER TOWNSHIP Full-time Deputy Treasurer/Accountant/etc Coloma Charter Township is accepting applications for the above position. Please email resume to: skraemer@colomatownship.org. By mail to Sandra Kraemer, Clerk Coloma Charter Township 4919 Paw Paw Lake Road, Coloma, MI 49038 Or fax to Sandra Kraemer at 269-468-6503 Office hours Monday thru Friday 9 a.m. to 5 p.m. Coloma Charter is an equal opportunity employer. (01-30-2020 TCR)

NOTICE TO CREDITORS Decendent’s Trust TO ALL CREDITORS:** NOTICE TO CREDITORS: The deceased Settlor, Donald Keith Adams, who lived at 4753 Shore Dr., Coloma, MI 49038, SS# XXX-XX-5984 died October 16, 2019. No probate estate has been opened for Donald Keith Adams and there is no Personal Representative of the Settlor’s probate estate to whom Letters of Authority have been issued. Creditors of the deceased Settlor are notified that all claims against The Donald K. Adams & Beverly J. Adams Revocable Trust u/t/a Dated October 28, 2009 and/or Donald Keith Adams individually, will be forever barred unless presented to Donald K. Adams, Jr. Co-Trustee, of 7014 West McRae Way, Glendale, Arizona, 85308, Pamela S. Kammin, Co-Trustee of 18233 Riegel Road, Homewood Illinois, 60430 and/or Kevin P. Adams, Co-Trustee, of 108 Mayfield Avenue, Crystal Lake, Illinois, 60014 within 4 months after the date of publication of this Notice. Notice is further given that the assets of this Trust will be thereafter assigned and distributed to the persons entitled to the trust assets thereof. January 20, 2020 Donald K. Adams Jr., Pamela S. Kammin, Kevin P. Adams ADDRESSES LISTED ABOVE John C. Postelli P-40255 170 N. Paw Paw Street, P.O. Box 295 Coloma, MI 49038 269-468-3010 (01-30-2020 TCR)