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ARTICLES OF INCORPORATION FOR HOA #1 |
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TABLE OF CONTENTS |
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Name |
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Definitions |
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Duration |
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Purposes |
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Character of Affairs |
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Membership; Classes of Members; Voting Rights |
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Statutory Agent |
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Board of Directors and Officers |
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Incorporators |
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Private Property |
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Indemnification |
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Limitation of Director Liability |
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Known Place of Business |
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Dissolution |
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Severability |
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Conflicts |
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Amendments |
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Certification of Adoption |
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Amendment to Articles of Incorporation |
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THE RESTATED ARTICLES OF INCORPORATION
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In accordance with Article XVII of the Restated Articles of Incorporation of SaddleBrooke Homeowners’ Association #1 Inc., which was executed on October 13, 2000, an amendment was hereby approved by the homeowners on December 9, 2002 as described below.
The following section of the Restated Articles of Incorporation shall replace the prior section with the following:
ARTICLE VIII - Board of Directors and Officers
The business, property and affairs of the Association shall be managed, controlled and conducted by a Board of Directors. The number of Directors, who shall serve without compensation, shall be seven (7) as shall be specified in the Bylaws. Each Director shall be a qualified member of the Association and a resident property owner as defined in the Bylaws. If a director shall cease to meet such qualifications during his/her term, he/she will thereupon cease to be a director and his/her place on the Board shall be deemed vacant and a replacement will be elected by the Board in accordance with the bylaws of the Association. The term of office for each Director shall be as described in the Bylaws, with a maximum of two consecutive elected terms or until he/she resigns or is removed and his/her successor is elected by the Board in accordance with the Bylaws of the Association.
The Board of Directors shall schedule an annual meeting of the members of the Association as covered in the Bylaws.
The principal officers of the Association shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer. The officers of the Association shall have the powers, duties and responsibilities provided in the Bylaws. Election of the Officers of the Association shall be as provided in the Bylaws.
The undersigned officers of the Board of Directors of SaddleBrooke Homeowners’ Association #1 hereby certify that the foregoing amendment to the Restated Articles of Incorporation were approved at a lawfully held election of the members of the Association, with an affirmative vote of more than a majority of the votes cast by those members, as tabulated on December 9, 2002.
Board President Date Board Secretary Date
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
SADDLEBROOKE HOMEOWNERS'
ASSOCIATION # 1, INC. Pursuant to the
provisions of Arizona Revised Statues 10- 11007 the undersigned corporation,
pursuant to a resolution duly adopted by its Board of Directors, hereby
adopts the following restated Articles of Incorporation.
ARTICLE
I (top)
Name
The name of the Corporation is SaddleBrooke Homeowners' Association
#l, Inc. and shall hereafter be referred to as the "Association". ARTICLE
II
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Definitions
As used herein, unless
the context otherwise requires:
(a) "Common Area" shall
mean all the general common areas as shown on the plat or plats of the
Property executed and recorded by the Developer as such plat or. plats may be
amended from time to time, together with the improvements and facilities
constructed thereon, The Common Areas generally consist of portions of the
Property which are not part of any Residential Lot and which have not been
dedicated as a public street or designated as a private roadway;
(b) "Declaration" shall
mean: (i) The SaddleBrooke #1 Unit One
Declaration of Restrictions, as amended from time to time, which was first
recorded in the office of the County Recorder of Pinal County, Arizona, on
March 2, 1987, at Docket 1437, Pages 004 through 041;
(ii) The
SaddleBrooke #1 Unit Two Declaration of Restrictions, as amended from time to
time, which was first recorded in the office of the County Recorder of Pinal
County, Arizona, on October 23rd 1987, at Docket 1484 - 544 es. eq.;
(iii) The
SaddleBrooke #1 Unit Three Declaration of Restrictions, as amended from time
to time, which was first recorded in the office of the County Recorder of
Pinal County, Arizona, on May 6th, 1988 at Docket 1541 - 360 es.
eq.
(iv) The
SaddleBrooke #1 Units 4, 5 & 6 Declaration of Restriction, as amended
from time to time, which was first recorded in the office of the County Recorder
of Pinal County, Arizona, on April 19, 1988, at Docket 1605 - 864 es. eq.
(v) The SaddleBrooke #1 Units IA, 7, 8, 8A, 9, 10, 10A, 11, 12, 16, 18, MW 19, Declaration of Restrictions, as amended from time to time, which was first recorded in the office of the County Recorder of Pinal County, Arizona, on October 4`h 1990, at Docket 1712 - 834 es. eq. (vi) The SaddleBrooke #1 Unit 20 Declaration of Restrictions, as amended from time to time, which was first recorded in the office of the County Recorder of Pinal County, Arizona, on October 4th, 1995, at Docket 1712- es. eq.
(c) "Developer"
shall mean SaddleBrooke Development Company, an Arizona corporation;
(d) “Lot"
shall mean any plot of land within the Property shown upon any
plat
of
any of the Property signed and recorded by Developer with the exception of
the Common Areas, public streets and private roadways;
(e) "Lot
Owner" shall mean the
owner of record, whether one or more persons or
entities, of equitable or beneficial title (or legal title if same as merged)
of any Lot, hereinafter referred to as "Owner", and shall be the
only member
entitled to vote on
Association matters;
(f) “Property"
shall refer to all real property now or hereafter served by the
Association, whether as a result of the Declaration or any Subsequent
Declaration;
(g)
"Subsequent
Declaration"
shall mean any
Declaration of Restrictions, as amended from time to time, recorded by
Developer or this Association subsequent to the Declaration, which
Declaration of Restrictions makes reference to these Articles of
Incorporation and makes membership in this Association an incident of
ownership of any part of the real property described therein;
Duration
The Association shall exist
perpetually.
Purposes
The Association is not organized for the purpose of
gaining pecuniary profit. No
part
of
the net earnings of the
Association, if any, shall inure to the
benefit of any Owner, Director, Officer, Member of the Association or to any
other person or entity other than by acquiring, constructing, or providing
management, maintenance and care of the property of the Association, Common
Areas or the Property. The Association is formed and its business will be to
act for and on. behalf of all of the Owners for the operation and
management
of the Common Areas and the protection, improvement, alteration, maintenance,
repair, replacement, administration and operation of the residential Lots and
Common Areas, for the assessment of dues and charges, for the payment of
expenses, for the disposition of casualty insurance proceeds, to enforce and
implement the terns and provisions of the Declaration, and Subsequent
Declaration, these Articles of Incorporation, and Bylaws of the Association.
Without limiting the generality of the foregoing, to the extent authorized
by its Board of
Directors, the
Association shall be empowered:
(a)
To accept such properties, improvements,
rights, and interests as may be conveyed, leased, assigned, or transferred to
the Association; to maintain, operate, and otherwise manage all buildings,
structures, improvements, landscaping, parking areas, walks, common elements,
common area', recreational areas and facilities how or hereafter constructed
on the Common Areas; to pay all taxes and assessments, if any, which may
properly be levied against properties of the Association and the Common
Areas; to repair, rehabilitate and restore all buildings, structures and
improvements, on the Common Areas; to insure the Common Areas, and the
Property and buildings and
structures
thereon against risks
as the Board of Directors
shall determine; to make
assignments and assessments for
maintenance and operating charges as the Board of Directors shall determine
in accordance with the Declaration, any Subsequent Declaration, these
Articles of Incorporation and the Bylaws of the Association and to
enforce
the collection of such assessments; to impose
liens against individual Lots to secure the payment of obligations due from
the Owners thereof, and to collect, sue, foreclose or otherwise endorse,
compromise, release, satisfy and discharge such demands and liens in
accordance with the Declaration and any Subsequent Declaration; to
enforce
any
and all covenants, restrictions and agreements applicable to the Property; to
pay all maintenance, operating and other costs and to do all things and acts
permitted by the Bylaws and Declaration which in the discretion of the Board
of Directors shall be deemed to be in the best interests of the members of
the Association or for the peace, comfort, safety or general welfare of the
members of the Association; to make and amend rules and regulations
respecting the use of the Common Areas and the Property; and to do all things
necessary or appropriate to carry out and to enforce the terms and provisions
of the Declaration and any Subsequent Declaration.
(b)
To purchase or otherwise acquire title to
lots and/or Common Areas or to hold and exercise options to purchase the
same, and to lease Lots and/or Common Areas in the Association's name as
lessee and to sell and lease or to grant options to lease and purchase the
same; and, if the Association becomes the owner or lessee of the same, to
perform all of the obligations of an owner or lessee thereof and to assume
and agree to pay any mortgage constituting a lien thereon.
Common
areas can only be sold, leased, or optioned by a 2/3 majority of
the votes cast by the Owners.
(c) To
develop, construct, purchase, lease, own, improve, maintain, operate and hold
real and personal property of any kind and description; to lease and
otherwise deal with such property and to mortgage, assign and pledge or
otherwise, encumber such property, if not restricted by any other
governance documents.
(d) To
borrow money, and to issue notes, bonds, and other evidences of indebtedness
in furtherance of any or all of the objectives and purposes of the
Association, and to secure the
same
by mortgage, trust
deed, pledge or other lien on or security interest in property of the
Association, if not restricted by any other governance documents.
(e) To
enter into, perform, and carry out leases and contracts of any kind necessary
to or in connection with or incidental
to the
accomplishment
of any one or more of the
objectives
and
purposes of the Association, if not restricted by any other governance
documents.
(f) To lend or invest its working,
capital and reserves with adequate security.
(g) To
act as surety or guarantor, agent, trustee, broker or in any other capacity
when appropriate to the fulfillment and the furtherance of its objectives and
purposes.
(h) In
general, to do and perform such acts and things and to transact such business
in connection with the foregoing objectives and purposes as may be necessary
and required.
(i) To
transact any and all lawful business for which corporations may be
incorporated under the laws of the State of Arizona. Character of. Affairs The character of the affairs which the Association intends to
conduct in Arizona is the fulfillment of all its duties and responsibilities
and the exercise of all its rights, powers and prerogatives under the
Declaration and any Subsequent Declaration.
Membership;
Classes of Members, Voting Rights Each Owner
shall be a
member of the Association so long as he/she shall
be an
Owner and such membership
shall
automatically terminate when he/she ceases to be an owner. A membership in
the Association shall not be transferred, pledged or alienated in any way,
except upon transfer of the Lot to which it appertains (and then only to such
transferee), whether by sale, interstate
succession,
testamentary
disposition, foreclosure of a mortgage (as defined in the Declaration) or
other legal process transferring fee simple or equitable title to such Lot.
Other than its members, the Association shall have
no
shareholders,
and no capital stock shall be authorized or issued.
The voting rights of the Owners shall be
as follows: An Owner (including Developer) shall be entitled to one vote for
each Lot owned except that the Developer shall only be entitled to one vote
for each owned lot on which Community. Service Pees and
assessments are paid and current. In the event that more than one person or
entity holds an ownership interest in any Lot, all such persons and/or entity
shall be deemed to be members of the Association but they shall collectively
hold a single ownership. The voting, for such Lot shall be as they determine
among themselves, but in no event shall the vote be split or more than one
vote cast with respect to any such Lot. If such persons and/or entities are
unable to agree on
how
their single vote is to be cast, their
vote shall not be counted. Owners may adopt a by-law increasing the quorum
requirements, for members to a percentage not to exceed 25%.
Statutory Agent
Raven &
Kirschner, P. C. (Attn- Anne C. Graham - Bergin), an Arizona corporation,
whose address is 1600 Norwest Tower, One South Church Avenue, Tucson, Az.
85701 - 1612, is hereby appointed the statutory agent of this Corporation for
the State of Arizona, until removal or resignation is submitted in accordance
with the Arizona Revised statutes.
Board of Directors and Officers
The business, property and affairs of the
Association shall be managed, controlled and conducted by a Board of
Directors. The number of Directors, who shall serve, without compensation,
shall
be seven (7) as shall be specified in the Bylaws. Each
Director shall be a qualified member of the Association and a resident
property owner as defined in the Bylaws. If a director shall cease to meet
such qualifications during his term, he will thereupon cease to be a director
and his place on the Board shall be deemed vacant and a replacement will be
elected by the Board in accordance with the bylaws of the Association. A
Director shall serve a two year term with a maximum of two consecutive elected terms or until he resigns or is
removed and his successor is elected by the Board in accordance with
the Bylaws of the Association.
The
Board of Directors shall schedule an annual meeting of the members of the
Association as covered in the Bylaws.
The principal officers of the Association shall be a President, one or more Vice
Presidents, a Secretary, and a
Treasurer. The officers of the Association shall have the powers, duties and
responsibilities provided in the Bylaws. Election of the Officers of the
Association shall be as provided in the Bylaws.
Incorporators
The names and addresses
of the incorporators are:
Edward 7. Robson
9532 East Riggs Road
Sun Lakes, Arizona
85248
Steven S. Robson
9532 East Riggs Road
Sun Lakes, Arizona
85248
Private
Property
The
members, directors and officers of this Association shall not be individually
or personally liable for the debts or other liabilities of this Association,
and the private property of the
members, directors and officers of this Association shall be forever exempt
from Association's debts or liabilities of any kind whatsoever.
Indemnification
To
the fullest extent permitted by law, this Association shall indemnify each of
its committee members, directors and
officers, and former committee members, directors and officers, who ve, or
were, owners in SaddleBrooke Homeowners Association #1 against expenses
incurred by them, including legal fees incurred by, and judgments and
penalties rendered or levied against, each such person is any legal actions brought against each
such person for acts or omissions alleged to have been committed by such
person while acting within the scope of such person's authority as a
committee member, director or officer of this Association, or exercising
powers of the Board.
Limitation
of Director Liability
No
Director of the Association shall be personally liable to the Association or
its Members for monetary damages for breach of fiduciary duty as a Director;
provided, however, that this Article shall not eliminate or limit the
liability of a Director for (a) any breach of the Director's duty of loyalty
to the Association or its Members; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) any
violation of Arizona Revised Statutes Section 10-3833; or (d) any transaction
from which the Director derived an improper
personal
benefit.
Known Place of Business
The principal
place of business of the
Association is located at 64500 E SaddleBrooke Blvd., Tucson, AZ. 85739.
Dissolution
In the event of the dissolution of this
Association, any assets remaining attar the payment of creditors shall be
distributed for one or more of the exempt purposes of the Association or paid
over to an organization or organizations described in Section 501 (e) (3) and
exempt from taxation under Section 501 (a) of the Internal Revenue Code of
1954, as selected by the Board of Directors, or failing such selection,
selected by the Superior Court of the State of Arizona, County of Pinal. In no
event shall the assets be distributed to any Director, Officer or member of
the Association or any private individual,
Severability
If any provision of these Articles or the Bylaws or the application of such provision to any person or circumstance shall be held invalid, the remainder of the Articles or Bylaws, or the application of such provision to persons or circumstances other than, those to which it is held invalid, shall not be affected thereby. Conflicts
In the event of any conflict
or inconsistency between the Declaration and these Articles, the Declaration
shall govern and control.
Amendments
Articles of Incorporation may only be amended by the Owners with the
affirmative vote of majority of the votes cast. All Owners in good standing
shall be entitled to vote on any matter submitted to the Owners by the Board
Of Directors. A Ballot shall be
mailed to each Owner, at their address of record,
with an
explanation of voting
procedures. The Board must first adopt a resolution setting forth the
proposed amendment and direct that it be submitted to a vote by the Owners
provided, however, that as to the amendment of any provision of these
Articles which
specifies voting and quorum
requirements
for any action under such provision, the voting and quorum requirements of
that provision shall apply also to any amendment of such provision. These Articles of Incorporation shall not be amended to contain any provisions which
would be contrary to or inconsistent with
the Declaration of any Subsequent
Declaration, and any provision of or purported amendment to these Articles of
Incorporation which is contrary to or inconsistent with the Declaration or
any Subsequent Declaration, shall be void to the extent of such
inconsistency.
Certification
of Adoption
The
foregoing Restated Articles of Incorporation correctly set forth without
change, the provisions of the Articles of Incorporation as amended and that
the Restated Articles of Incorporation supersede the Restated Articles of
Incorporation and all amendments to the Restated Articles of
Incorporation.
The undersigned
president and secretary do hereby certify that
the foregoing Articles were amended and restated, and accepted by a
lawfully held election held in
9-18,
2000, by ballot of the members of Homeowners' Association #1 with an
affirmative vote in excess of the two thirds required of the votes cast by
the membership.
Paul M. Fuchs, President
Paulette Stark, Secretary
IN
WITNESS WHEREOF, the undersigned officers of SaddleBrooke Homeowners'
Association # 1, Inc. have executed these Restated Articles of Incorporation
on this of day of 2000.
SADDLEBROOKE
HOMEOWNERS' ASSOCIATION # 1, INC.
Paul
M. Fuchs, President
Paulette Stark, Secretary
Revised July 10, 2000 |