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ARTICLES
OF INCORPORATION
OF
PINON
GLEN HOMEOWNERS ASSOCATION, INC.
The
undersigned person acting as Incorporation under the Colorado Nonprofit Act,
hereby signs and acknowledges the following Articles of Incorporation for
the following Corporation:
ARTICLE
I
The
name of this Corporation shall be "PINON GLEN HOMEOWNERS ASSOCIATION,
INC."
ARTICLE
II
The
term of existence of this Corporation is perpetual.
ARTICLE
III
Purposes
The business, objectives and purposes for which the Corporation, sometimes referred to as "Association," is formed are as follows:
1. To be and constitute the Association to
which reference is made in the Declaration of Covenants, Conditions, Easements
and Restrictions of Pinon Glen, and any amendment or supplement thereto
(hereinafter called the "Declaration" and the definitions and provisions thereof
are incorporated herein by this reference as if set forth at length) which has
been or will be recorded in the records of the El Paso County Clerk and
Recorder, Colorado, and to perform all obligations and duties of the Association
and to exercise all rights and powers of the Association.
2. To provide an entity for the furtherance of the interests of all of the Owners, including the Declarant named in the Declaration, of certain Lots in the Pinon Glen Filing No. 1 subdivision ("Subdivision"), with the objectives of establishing and maintaining those Lots and Maintenance Areas as a project of quality and value; enhancing and protecting its value, desirability and attractiveness; and providing for certain maintenance, preservation and architectural control of the Lots within said Subdivision.
ARTICLE
IV
In furtherance of its purposes, this Corporation shall have all of the powers conferred upon non-profit corporations by the statutes and common law of the State of Colorado in effect from time to time, and shall have all of the powers necessary or desirable to perform the obligations and duties and exercise the rights and powers of the Association under the Declaration which shall include, but shall not be limited to, the following:
(a) To fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including without limitation all licenses, taxes or governmental charges levied or imposed against the Association or its property;
(b) To acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;
(c) To borrow money and, with the assent of two-thirds (2/3) of each class of Members, to mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;
(d) To dedicate, sell or transfer all or any part of the Common Areas to any public agency, authority or utility; except as provided in the Declaration, no such dedication or transfer shall be effective unless an instrument has been signed by two thirds (2/3) of each class of Members, agreeing to such dedication, sale or transfer;
(e) To participate with the assent of
two-thirds (2/3) of each class of Members, in mergers and consolidations with
other non-profit corporations organized for the same purposes and to annex
additional residential property and Common Areas subject to the requirements and
restrictions contained in the Declaration;
(f) To manage, control, operate, maintain,
repair and improve the Common Areas;
(g) To enforce the covenants, restrictions and conditions contained in the Declaration as provided therein;
(h) To engage in activities which will
actively foster, promote and advance the common ownership interests of Owners of
Lots, including the interest of the Declarant during its marketing of the
Subdivision;
(i) To enter into, make, perform or enforce contracts of every kind and description and to do all other acts necessary, appropriate or advisable in - carrying out any purpose of this Association, with or in association with any person, firm, association, corporation or other entity or agency, public or private; and
(j) To adopt, alter, and amend or repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, that such Bylaws may not be inconsistent with or contrary to any provisions of these Articles of Incorporation or the Declaration.
ARTICLE
V
1. This Corporation shall be a membership
corporation without certificates or shares of stock. As more fully provided in
the Declaration, every person or entity, who is a record owner of a fee or
undivided fee interest in any Lot, which is subject to assessment under the
Declaration, including contract sellers, shall be a member of the
corporation. The foregoing is not
intended to include persons or entities who hold an interest merely as security
for the performance of an obligation.
2. A membership in this Corporation and the
share of a Member in the assets of this Corporation shall not be assigned,
encumbered or transferred in any manner except as appurtenant to the transfer of
title to a Lot which the membership pertains; provided, however, that the rights
of membership may be assigned to the holder of a mortgage, deed of trust or other security
instrument on a Lot as further security for a loan secured by a lien on such
Lot.
3. A transfer of membership shall occur
automatically upon the transfer of title to a Lot which the membership pertains;
provided however, that the Bylaws of this Corporation may contain reasonable
provisions and requirements with respect to recording such transfers on the
books and records of this Corporation.
4. Members shall have the right to purchase
other Lots and to exercise the membership rights appurtenant thereto as provided
in the Declaration.
5. This Corporation may suspend the voting
rights of a Member for failure to comply with rules and regulations or the
Bylaws of the Association or with any other obligations of the Owners of a Lot
under the Declaration. All Members
shall be entitled to vote on all natters, except any Members who are in default
in any obligation to the Association. Cumulative voting is
prohibited.
6. The Bylaws may contain additional provisions setting forth the rights, privileges, duties and responsibilities of the Members; provided however, the provisions of these Articles of Incorporation and the Bylaws shall be subject to the covenants, terms and provisions of the Declaration which shall control in the event of any conflict. Except as to a change in the number of Directors made by amendment to the Bylaws, whenever a provision of the Articles of Incorporation is inconsistent with a Bylaw, the provisions of the Articles of Incorporation shall be controlling.
ARTICLE
VI
As
more fully provided in the Declaration, the Association shall have one class of
voting membership who shall be the Owners:
(a) Notwithstanding anything herein to the contrary, the Declarant shall have the right to appoint the Board of Directors and to control the Association as follows: During the Period of Declarant Control, the Declarant, or persons designed by him or her, subject to certain limitations, may appoint and remove the officers and members of the Board. The Period of Declarant control shall terminate no later than the earlier of: (i) Sixty (60) days after conveyance of seventy five percent (75%) of the Lots that may be created to Owners other than a Declarant or a home builder who has purchased the Lot for the purpose of constructing a residential home; (ii) Two (2) years after Declarant has last conveyed a Lot in the ordinary course of business; or (iii) Two (2) years after any right to add new Lots was last exercised, but not to exceed five (5) years after the first Lot in the Subdivision is conveyed to an Owner. A Declarant may voluntarily surrender the right to appoint and remove officers and members of the Board before termination of the Period of Declarant Control, but in that event, the Declarant may require, for the duration of the Period of Declarant Control, that specified actions of the Association or Board, as described in a recorded instrument executed by the Declarant, be approved by the Declarant before they become effective.
(b) Not later than sixty (60) days after conveyance of twenty-five percent (25%) of the Lots to owners, other than a Declarant or a home builder, at least one member, and not less than twenty-five percent (251) of the members of the Board shall be elected by Owners other than a Declarant. Not later than sixty (60) days after conveyance of fifty percent (50%) of the Lots created to Owners other than a Declarant or a home builder, not less than one-third (1/3) of the members of the Board must be elected by Owners other than a Declarant.
(c) Except as otherwise provided above, not later than the termination of any period of Declarant Control, the Owners shall elect a Board of at least three (3) members, at least a majority of whom must be Owners other than the Declarant or designated representatives of Owners other than the Declarant. The Board shall elect the officers. These Board members and officers shall take office upon termination of the Period of Declarant Control.
(d) Notwithstanding any provision of these Declarations or Bylaws to the contrary, the Owners, by a sixty-seven percent (67%) vote of all persons present and entitled to vote at any meeting of the Owners at which a quorum is present, may remove any member of the Board with or without cause, other than a member appointed by the Declarant.
ARTICLE
VII
1. The business and affairs of the
Corporation shall be conducted, managed and controlled by a Board of
Directors. The initial Board of
Directors shall consist of three Directors, whose names and addresses are shown
in paragraph 2 of this Article. A
change in the number of Directors may be made by amendment to the Bylaws of the
Corporation. Directors shall be Owners as defined in the Declaration. Notwithstanding anything herein to the
contrary, the Declarant shall have the right to appoint the Board of Directors
and to operate the Association in accordance with Article VI above. Directors appointed by the Declarant
need not be Owners of Lots.
2. The names and addresses of the
members of the initial Board of Directors who shall serve until the first annual
meeting and until their successors are duly elected and qualified are as
follows:
NAME
ADDRESS
Raymond F. 0'Sullivan
1401 M. Potter Dr. Suite
201
Colorado Springs, Colorado 80909
Peter Martz
1401 N. potter Dr. Suite
201
Colorado Springs, Colorado 80909
Mark Wettig
222 West Huron
Chicago, Illinois 60610
3. The Bylaws of the Corporation shall set forth the terms of office and the procedures for election, removal and filling of vacancies in the Board of Directors.
ARTICLE
VIII
A. The street address of the initial registered office of the Non-profit Corporation is 1401 North Potter Drive, Suite 201, Colorado Springs, Colorado 80909, and the name of the initial registered agent at that address is Raymond F. 0'Sullivan. The written consent of the initial registered agent to the appointment as such is shown below.
B. The Board of Directors nay appoint a President, one or more vice-Presidents, a Secretary, a Treasurer and such other officers as the Board believes will be in the best interest of the Corporation. The Officers shall have such duties as may be prescribed in the Bylaws of the Corporation and shall serve at the pleasure of the Board of Directors.
ARTICLE
IX
The
Corporation may be dissolved, merged or consolidated with the assent given in
writing and signed by not less than two-thirds (2/3) of each class of Members
and two-thirds (2/3) of the First Mortgagees as defined in the Declaration. Upon dissolution of the Corporation
other than incident to a merger or consolidation, the assets of the Corporation
shall be distributed and transferred as the Members may direct, subject to the
requirements, limitations and other provisions of the Declaration. In such event, the assets may be
granted, conveyed and assigned to any public agency, nonprofit corporation,
association, trust or other organization to be devoted to purposes similar to
those for which this Corporation was created.
ARTICLE
X
The
initial registered office of the Corporation shall be 1401 North Potter Drive,
Suite 201, Colorado Springs, El Paso County, Colorado 80909. The initial registered agent shall be
Raymond F. O'Sullivan, whose address is the same as the initial registered
office.
ARTICLE
XI
Amendments to these Articles of Incorporation shall require the assent of at least two-thirds (2/3) of the Members of each class; provided, however, that no amendment to these Articles of Incorporation shall be contrary to or inconsistent with the provisions of the Declaration.
ARTICLE
XII
The
Corporation is formed under the Colorado Non-profit Corporation Act and not for
pecuniary profit or financial gain. The Corporation is organized and operated to
provide for the acquisition, construction, management, maintenance and care of
property of the Subdivision as provided in the Declaration and is intended to
qualify as a "Homeowners Association" as defined in subsection (c) of Section
528 of the Internal Revenue Code of 1986. Unless the Board of Directors
otherwise agree, the corporation shall receive only such income and make only
such expenditures as will enable it to maintain that status under I.R.C. Section
528 or any comparable provision of the Code.
ARTICLE
XIII
The Incorporator of the Corporation is Raymond F. 0'Sullivan whose address is 1401 North Potter Drive, Suite 201, Colorado Springs, El Paso County, Colorado 80909.
ARTICLE
XIV
After the Declarant has sold a sufficient number of Lots and obtains evidence of approval for guaranteed or insured loans by the Federal Housing Administration or the Veterans Administration and continuing as long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers and consolidations of this Corporation, mortgaging of Common Areas, dedication of Common Areas, dissolution of this Corporation and amendment of these Articles.
IN
WITNESS WHEREOF, for the purposes
of forming this Corporation under the laws of the State of Colorado, the
undersigned, constituting the Incorporator of this Association, has executed
these Articles of Incorporation this 19th day of May,
1997.
