Articles of Incorporation 2 nd Amended and Restated of Sun City Oro Valley Community Association, Inc. Adopted by the Voting Membership of the Association on March 28, 2017
2 nd Amended and Restated Articles of Incorporation of Sun City Oro Valley Community Association, Inc. KNOW ALL MEN BY THESE PRESENTS: That the undersigned non-profit corporation, through its President and Secretary, in accordance with the action of its Board of Directors pursuant to Arizona Revised Statutes 10-1022 and 10-1037, and Article 5.9 of its Bylaws, do hereby adopt the following Restated & Amended Articles of Incorporation: ARTICLE 1 NAME AND ADDRESS The name of this corporation shall be SUN CITY ORO VALLEY COMMUNITY ASSOCIATION, INC. (sometimes referred to as the Association ). The address of the place at which the principal office and place of the business of the corporation in this State shall be 1565 East Rancho Vistoso Boulevard, Oro Valley, Arizona, 85755, but this corporation may do and transact business and its Board of Directors may meet at such other place or places in Arizona as may be convenient or necessary for the conduct of the business of the corporation. ARTICLE 2 PERIOD OF DURATION The period of duration of this corporation shall be perpetual. ARTICLE 3 PURPOSE The purpose for which this corporation is formed is to act as a homeowner's association; to provide for the maintenance of the common areas, Association Lands and facilities for the benefit of all of the owners of lots developed and to be developed within Sun City Oro Valley as contemplated and to perform all of the duties and obligations and exercise all of the powers and privileges of the Association as set forth in the Master Declaration; and to do all other things and exercise all powers and rights of a non-profit corporation which are lawful and consistent with the foregoing purposes and the non-profit character of this corporation. This Association does not contemplate pecuniary gain or profit to the Members thereof, and the specific purposes for which it is formed are to promote the recreation, health, safety and welfare of its Members and to provide for ownership, maintenance and preservation of the common areas designated as natural open spaces within Sun City Oro Valley, architectural control of certain residential and commercial lots and ownership, maintenances, preservation and architectural control of certain common property and recreational facilities within Sun City Oro Valley governed by the Master Declaration. Without limiting the generality of the foregoing, to the extent authorized by its Board of Directors and in accordance with the provisions of the Master Declaration, the Association shall be empowered: (a) To make and collect assessments against Members to defray the costs of the Association, and to use the proceeds of assessments in the exercise of its powers and duties; 2nd Amended & Restated Articles of Incorporation March 28, 2017, Sun City Oro Valley Page 2
(b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) To maintain, operate, repair, rehabilitate, restore, make replacements to, and provide for the operation and management of the Association Lands, property and all recreational facilities, buildings, structures and improvements thereon; To pay all taxes and assessments, if any, which may properly be levied against properties of the Association, and to repair, rehabilitate and restore all buildings, structures and improvements on said property; To insure the Association's property and all buildings and structures thereon as required by the Master Declaration and such additional risks as the Board of Directors may determine; To make and amend rules and regulations respecting the use of the Association Lands and recreational facilities; To impose liens against individual lots to secure the payment of obligations due from the owners thereof, and to collect, sue, foreclose or otherwise enforce, compromise, release, satisfy and discharge such demands and liens in accordance with the Master Declaration; To do all things necessary to carry out and to enforce the terms and provisions of the Master Declaration, and to pay all maintenance, operating and other costs and to do all things and acts which may be in the best interest of the Members of the Association or for the peace, comfort, safety or general welfare of the Members of the Association, all in accordance with the Master Declaration; To contract for the management of the Association and to delegate to the management entity such powers and duties as determined by the Board of Directors, but subject to the provisions of the Master Declaration, these Articles and the Bylaws of the Association; To purchase, lease, own, improve, maintain, operate and hold real and personal property of every kind and description; to sell, convey and lease such property; and to mortgage, assign and pledge or otherwise encumber such property; To borrow money, and to issue notes, bonds and other evidences of indebtedness in furtherance of any or all of the objects and purposes of the Association, and to secure the same by mortgage, trust deed, pledge or other lien on or security interest in, property owned by the Association; To enter into, perform and carry out leases and contracts of any kind necessary to or incidental to the accomplishment of any one or more of the objects and purposes of the Association; To lend or invest its working capital and reserves in a prudent manner; (m) To undertake the initiation and execution of disciplinary proceedings against Members of the Association for violation of the provisions of the Master Declaration or Bylaws in 2nd Amended & Restated Articles of Incorporation March 28, 2017, Sun City Oro Valley Page 3
accordance with procedures as set forth in those instruments; (n) (o) To own, operate, or have any interest whatsoever in a real estate brokerage or any other business venture, including the leasing of office space to a real estate brokerage, so long as the revenue of the business venture goes toward support of the foregoing objects and purposes noted elsewhere in this Article 3 or elsewhere in the Association s governing documents. In general to do and perform such acts and things and to transact such business in connection with the foregoing objects and purposes as may be necessary and required. No part of the net earnings of this corporation shall inure (other than by acquiring, constructing or providing management, maintenance and care of Association property, and other than by a rebate of excess membership dues, fees or assessments) to the benefit of any Member, Owner, director or other individual. ARTICLE 4 INITIAL BUSINESS The character of the business which the corporation initially intends to conduct in Arizona is the operation of a homeowner's association in assessing its Members and providing for the ownership, maintenance and repairs of common areas and recreational facilities to be owned by the corporation and the provision of architectural control and recreational activities for homeowners in Sun City Oro Valley as contemplated and provided in the Master Declaration. ARTICLE 5 MEMBERSHIP The Membership of the Association shall consist of those persons or entities who are entitled to membership in accordance with the Master Declaration. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Each Membership shall be appurtenant to and may not be separated from the ownership of the Lot to which Membership is attributable, all as more specifically set forth in the Master Declaration. Other limitations, privileges, obligations and rights of Membership in the Association are set forth in the Master Declaration. ARTICLE 6 VOTING RIGHTS The Association shall have a single class of Voting Membership as more specifically set forth in the Master Declaration. Cumulative voting shall not be permitted. ARTICLE 7 BOARD OF DIRECTORS The affairs of the Association shall be conducted by a Board of Directors consisting of not less than five (5) Directors, all of whom shall be Members of the Association. Directors shall be elected by the Members of the Association as set forth in the Bylaws. 2nd Amended & Restated Articles of Incorporation March 28, 2017, Sun City Oro Valley Page 4
The Association shall indemnify members of the Board of Directors of the Association, their personal representatives and heirs, and the Board of Directors may, in its sole discretion, determine to indemnify any and all of the officers, employees and agents, or former officers, employees and agents of the corporation, their personal representatives and heirs, as provided in Arizona Revised Statute 10-005. The private property of the Members, directors and officers of the Association shall be forever exempt from the debts and obligations of the Association. ARTICLE 8 STATUTORY AGENT David A. McEvoy, whose address is 2701 East Speedway Boulevard, Suite 101, Tucson, Arizona 85716, is the Statutory Agent of this Association. ARTICLE 9 AMENDMENTS These Articles of Incorporation may be amended with the approval of two-thirds (2/3) of the Owners who vote in an election or at a meeting duly called in accordance with the Declaration or Bylaws. Notice of any proposed amendment shall be given by written notice, published, posted, and noticed as required by the laws of the State of Arizona and by compliance with any additional requirements set forth in the Bylaws of the Association. ARTICLE 10 DISSOLUTION The Articles of Incorporation may be dissolved with the approval of ninety percent (90%) of the total voting power of the Association at an election or at a meeting duly called in accordance with the Declaration or Bylaws. 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 and assigned to any non-profit corporation, association, trust or other organization which is devoted to such similar purposes, and may be utilized only for carrying out the purposes or similar purposes of this Association. ARTICLE 11 CONCERNING RESTATEMENT These Restated & Amended Articles of Incorporation correctly set forth without change the provisions of the Articles of Incorporation as amended and these Restated & Amended Articles of Incorporation supersede the original Articles of Incorporation and any amendments thereto. 2nd Amended & Restated Articles of Incorporation March 28, 2017, Sun City Oro Valley Page 5
IN WITNESS WHEREOF, the President and Secretary of the undersigned corporation have hereunto set our hands this 28th day of March 2017. 2nd Amended & Restated Articles of Incorporation March 28, 2017, Sun City Oro Valley Page 6