ARTICLES OF INCORPORATION OF DEL WEBB AT RANCHO DEL LAGO HOMEOWNERS

Transcription

1 ARTICLES OF INCORPORATION OF DEL WEBB AT RANCHO DEL LAGO HOMEOWNERS ASSOCIATION In compliance with the requirements of , Arizona Revised Statutes, as amended, the Board of Directors of the corporation has adopted the following Amended and Restated Articles of Incorporation of Del Webb at Rancho Del Lago Homeowners Association (the "Articles "). 1. Name. The name of the nonprofit corporation is DEL WEBB AT RANCHO DEL LAGO HOMEOWNERS ASSOCIATION (the "Association "). 2. Character of Affairs. The character of affairs that the Association initially intends to conduct is to act as a property owners association and to perform all things and exercise all the power and rights of a corporation that are lawful and consistent with the foregoing purposes and the nonprofit character of the Association. Without limiting the generality of the foregoing, the l'\~ssociation is organized to manage, maintain and administer the Common Area and common facilities, to collect and disburse assessments lawfully charged against the Owners of the Lots subject to assessment, and to perform or exercise all duties of, and to administer and enforce, the Amended and Restated Declaration of Covenants, Conditions, Restrictions and Easements for Del Webb at Rancho Del Lago recorded in the official records of Pima County, Arizona as Docket No. \3b')~ Page (the "Declaration "). 3. Defined Terms. Except as otherwise defined in these Articles, all capitalized terms shall have the meanings given them in the Declaration. 4. Board of Directors. The Board shall consist of three members, subject to increase as provided in the Bylaws. The directors and their addresses are: Karl Ryan 8950 N. Oracle Road Tucson, Arizona Josh Robinson 8950 N. Oracle Road Tucson, Arizona Alison Engblom 8950 N. Oracle Road Tucson, Arizona 85704

2 Steven L. Lisker 2355 E. Camelback Road, Suite 615 Phoenix, Arizona Known Place of Business. The known place of business of the Association shall be located at 8950 N. Oracle Road, Tucson, Arizona Officers. The following persons shall be the officers of the Association and shall hold the positions opposite their names until their successors have been elected and qualify: Karl Ryan Josh Robinson Alison Engblom President Vice President Secretary IT reasurer 8. Membership and Voting Rights. The Association will have Members. The Members of the Association shall be the Owners of Lots. All Owners of Lots shall be mandatory Members of the Association, and no Member shall have the right to resign as a Member of the Association. By acquiring fee title to or otherwise becoming the Owner of a Lot, a Person consents to becoming a Member of the Association. Each Owner shall have such rights, privileges and votes in the Association as are set forth in the Declaration, Bylaws and the Community Rules and Regulations. The provisions of the Declaration pertaining to classes of Membership and the voting rights of the Members are incorporated in these Articles by reference. 9. Limitation on Liability of Directors. The personal liability of a director of the Association to the Association or its Members for monetary damages for breach of his fiduciary duties as a director is hereby eliminated to the extent permitted by the Arizona Nonprofit Corporation Act, as it may be amended from time to time. Any repeal or modification of this Section 9 shall be prospective only and shall not adversely affect the personal liability of a director or prior director for any act or omission occurring prior to the effective date of such repeal or modification. 10. Indemnification. The Association shall indemnify any Person made a party to any civil suit or criminal, administrative or investigative action, other than an action by or in the right of the Association, by reason of the fact that he is or was a Member, director, officer, committee member, employee or agent of the Association against expenses, including attorneys' fees, and judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, ifhe acted, or failed to act, in good faith and he reasonably believed (i) in the case of conduct in an official capacity with the Association, that the conduct was in its best interests, (ii) in all other cases, that the conduct was at least not opposed to its best interests and (iii) in the case of any criminal action or proceeding, that he had no reasonable cause to 008/09-60 I 2

3 believe the conduct was unlawful. Any indemnification of the Members, directors, officers, committee members, employees or agents of the Association shall be governed by and made in accordance with the provisions of the Arizona Revised Statutes pertaining to nonprofit corporations. Any repeal or modification of this Section 10 shall be prospective only and shall not adversely affect, defeat or limit the right of any Person to indemnification for any act, or failure to act, occurring prior to the effective date of such repeal or modification. 11. Distribution of Income. No part of the income or profit of the Association shall inure to the benefit of, or be distributable to, its Members, directors, officers, committee members or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation to its Members, directors, officers and committee members for services rendered in accordance with the provisions of the Bylaws and to make payments and distributions in furtherance of the purposes and business set forth in these Articles. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in any political campaign on behalf of any candidate for public office, including, without limitation, the publishing or distribution of statements. Use of funds for acquisition, construction, management or maintenance of Association Property or rebates to Members of excess Assessments or fees shah not constitute an inurement of net earnings. 12. Dissolution. The Association may be dissolved by the affirmative vote or written consent, or any combination thereof, of Members holding not less than ninety percent (90%) of the votes in the Association. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed or assigned to any. nonprofit corporation, association, trust or other organization to be devoted to such similar purpose. If such dissolution is proposed after the Transition Date, such dissolution shall require the written consent of the Declarant if at the time of dissolution Declarant owns any portion of the Property. 13. Conflict. If there is any conflict between these Articles or the Bylaws and the Declaration, the Declaration shall prevail and control. If there is any conflict between these Articles and the Bylaws, these Articles shall prevail and control. These Articles shall not be amended or otherwise changed or interpreted, for any reason, so as to be inconsistent with the Declaration. 14. Amendments to Articles and Bylaws. Prior to the Transition Date, these Articles and/or the Bylaws may be amended by the written consent of the Board or by majority vote of the Board at a meeting of the Board duly called pursuant to the Bylaws for the adoption of the amendment. After the Transition Date, these Articles and/or the Bylaws may be amended by the affirmative vote of Members holding at least sixty-six percent (66%) of the votes in the Association; provided, however, either the Board or the Declarant, so long as the Declarant owns any Lots, may amend these Articles and/or the Bylaws, without obtaining the approval or consent of any Member or the Association, to conform these Articles and/or the Bylaws to the

4 requirements or guidelines of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the Veterans Administration or any federal, state or local governmental agency whose approval of these Articles and/or the Bylaws is required by law or requested by the Declarant. Furthermore, either the Board or the Declarant, so long as the Declarant owns any portion of the Property, may amend these Articles and/or the Bylaws, without obtaining the approval or consent of any Owner or the Association, to comply with changes in the law. In no event shall these Articles be amended to change the Association from a nonprofit corporation dedicated to the purposes stated in these Articles. So long as Declarant owns any portion of the Property, any amendment to these Articles and/or the Bylaws shall require the prior written consent of Declarant. 16. Assessments and Fees. Each Member shall be obligated to pay Assessments and other fees and charges to the Association in accordance with the Declaration, the Bylaws and the Community Rules and Regulations. 17. Master Association Documents. The Property is part of a master planned community known as Rancho Del Lago. Until such time, if ever, as the Property shall be withdrawn from the encumbrance of the Master Association Documents (as defined below), the Property and the Owners shall be subject and subordinate to the terms and conditions of that certain Amended and Restated Master Declaration of Covenants, Conditions and Restrictions for Rancho Del Lago recorded on October 1,2001, in Docket 11645, page 1221, Official Records of Pima County Recorder, Pima County, Arizona, and the Articles of Incorporation, Bylaws, Architectural Rules, Design Guidelines and Rancho Del Lago Rules of Rancho Del Lago Community Association, an Arizona non-profit corporation, as such documents may have been and/or may be amended from time to time (collectively, the "Master Association Documents"). ADOPTED by the Board of Directors this :z...;:;f'~hday of A.o.JG 0",,;:>\,2009

5 Pursuant to Article V, Section 6 of that certain Amended and Restated Master Declaration of Covenants, Conditions and Restrictions for Rancho Del Lago recorded on October 1, 2001, in Docket,11645, page 1221, Official Records of Pima County Recorder, Pima County, Arizona, as amended, the undersigned hereby certifies that the Board of Directors of the Rancho Del Lago Community Association, an Arizona nonprofit corporation, has approved the foregoing Amended and Restated Articles of Incorporation of Del Webb at Rancho Del Lago Homeowners Association. Dated this a<.-:uz.. day of_0~-_7~'., 2009 (j I RANCHO DEL LAGO COMMUNITY ASSOCIA TION, an Ari 'C)nanonprofit corporation t:"?~.,(tt / Sheldon MaRoell, President

6 The undersigned hereby approves the foregoing Amended and Restated Articles of Incorporation of Del Webb at Rancho Del Lago Homeowners Association. Dated this t..7!!:day of ~ ' 2009 PULTE HOME CORPORATION, Michigan corporation a BY;~~

7 F. ANN RODRIGUEZ, RECORDER RECEIPT OF RECORDING F. ANN RODRIGUEZ, RECORDER DOCKET: RECORDED BY: LLW PAGE: DEPUTY RECORDER NO. OF PAGES: 1956 PE-2 SEQUENCE: W PULTE HOME CORP 8950 N ORACLE RD TUCSON AZ MAIL AMOUNT PAID /03/ :59 F FOUR SEASONS L 1~320 B 1-3 T RESTRICTION CONVERSION FEE $ PAGES $ AFFIDAVITS 2.00 EACH $ COPIES 1.00 EACH $ POSTAGE 1.00 EACH $ XTRA DKT $ TOTAL $ CASH $ AMOUNT DUE $ 0.00 AMOUNT OVER $ 0.00