e ARTICLES OF INCORPORATION OF Cow' df +' qp 741-7 WM VALLE DEL ORO HOMEOWNERS ASSOCIATION, INC. We, the undersigned, do hereby associate ourselves together for the purpuse of forming a nonprofit corporation in accordance with the laws of the State'of Arizona and in.. conformance with the Internal Revenue Code of 1954, as amended, and in furtherance of such purposes do hereby'adopt 'the following Articles of Incorporation: ARTICLE I NAME The name of this Corporation shall be VALLE DEL ORO HOMEOWNERS ASSOCIATION, INC., hereafter called the " Association". ARTICLE II DURATION The Association shall commence upon filing of these Articles of Incorporation with the Arizona Corporation Commission and its duration shall be perpetual. ARTICLE III PURPOSE The purpose for which the Association is for the purpose of conducting any and organized is all lawful affairs for which nonprofit corporations may loo incorporated under the laws of the State of Arizona_ The'Association shall have
C those powers enumerated in the Declaration of Covenants, Conditions and Restrictions for Valle del Oro Townhomes, hereafter referred to as the "Declaration" as recorded in the office of the County Recorder of Pima County, Arizon. ARTICLE IV CIIARACTER OF INITIAL ACTIVITIES The character of affairs which the Association initially ' intends actually to conduct in this State is to provide for maintenance, preservation, meneyement and control of the VALLE DEL ORO TOWNHOMES subdivision in Oro Valley, Arizona, and to promote the health, safety and welfare of persons residing within that subdivision. ARTICLE V INITIAL STATUTORY AGENT The initial Statutory Agent of the Association shall be: Alvin L. Raubenolt 2550 Calle Los Altos Tucson, Arizona 85718 ARTICLE VI INITIAL BOARD OF DIRECTORS The initial Board of Directors shall consist of three (3) directors. The persons who are to serve as directors until the first annual election of directors or until their suc - cessors are elected and qualified are :
Alvin L. Raubenolt Charles Bowles Sheryl Himmelstein 2550 Calle Los Altos 2033 E. Speedway 155 W. Council Tucson, AZ 85718 P.O. Box 40524 P.O. Box 191 Tucson, AZ 85717 Tucson, AZ 85703 ARTICLE VII,INCORPORATORS The names and residence addresses of the incorporators are : Alvin L. Raubenolt - Charles Bowles 2550 Celle Los Altos 2033 E. Speedway Tucson, Arizona 85718 P.O_ Box 40524 Tucson, Arizona 85717. ARTICLE VIII MEMBERSHIPAND VOTING RIGHTS Every owner of a lot within the VALLE DEL ORO TO1HOMES subdivision shall be a member of the Association. shall be appurtenant to and may no.t be separated Membership from ownership of any lot which is subject to assessment. The Association shall have two (2) classes of voting membership, Class "A" and Class "B", as follows: Class "A". Class "A" voting members shall. be all owners with the exception of the Class " 8 " members, if any. Class " A " members shall be entitled on all issues to one (1) vote for each lot in which they hold an interest in fee ; there shall be only one (1) vote per unit. When more than one person holds such an interest ' in any lot, the vote for
nn-~~ al_&_ L...Su u r.se C such lot shall be exercised as those owners themselves determine and advise the Secretary of the Association in writing prior to any meeting. In the absence of such advice, the lot's vote shall be suspended in the event more than one person seeks to exercise it. Any owners of lots which are leased may, in the lease or other written instrument, assign the voting right appurtenant to that lot to the lessee, provided that copy of such instrument is furnished to the Secretary prior to any 'meeting. Class" B ". The Class "B" voting members shall be Valle de Oro,'an Arizona Limited Partnership, and any of its successors who take title to more than one (l) lot for the purpose of development and sale. The Class " B" members shall be entitled to three (3) votes for each lot owned; provided, that Class "B" membership shall be converted t Class "A " membership and shall forever cease to exist on the occurrence of whichever of the following is first in time: (a) one hundred twenty (120) days after seventy-five percent (75%) of the lots have been curtveyed to owners other than Declarant ; or (b) three (3) years following close of escrow on the sale of the first lot. ARTICLE IX NON PROFIT STATUS This is not a corporation for gain or individual pro-
u rtir~jov r.eo ( C fit. No dividends shall be declared or paid to the members and none of the corporate real property or personal property shall be used or expended except to carry into effect the legitimate ends and aims of the corporation. Full members of Valle del Oro Homeowners Association, Inc. shall have the right to annually vote for members of the Board of Directors as set forth in the Bylaws. The Corporation shall not carry on any activities not permitted to be carried on by a homeowners association exempt from Federal income tax under Section 501(a), the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law. This is anon-profit corporation, the indebtedness shall not exceed $1,000,000.00. ARTICLE X GOVERNING DOCUI-IENT5 In the event that any part or - provision of these Articles of Incorporation are in conflict or inconsistent with the Declaration, or any amendments thereto, or with the Rules, Regulations and Requirements of the Federal Housing Admini - stration or the Veterans Administration, the terms and provisions of the above referenced Declaration and the Rules, Regulations and Requirements of the Federal Housing Administration or the Veterans Administration shall prevail and supersede such conflicting or inconsistent provisions hereof except as may otherwise be req uired by applicable law. Any provision contained in these Articles of Incorporation to
iu r 1+ r JJ06 r-. 60 the contrary notwithstanrlii1y, neither the corporation, the Board of Directors of the Corporation, nor any agent or. employee of the corporation shall be authorized or empowered to take any action inconsistent with the above provisions of the above referenced Declaration. ARTICLE XI ARENDMENT TO ARTICLES These Articles of Incorporation may be amended, altered or repealed in accordance with the proceedings set forth in the above referenced Declaration. ARTICLE XII FHA~VA APPROVAL As long as there is a Class B membership., the following actions will require the prior approval of the Faderal Housing Administration or the Veterans Administration : annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dedication of Common Area, dissolution and amendment of these Articles. IN WITNESS WHEREOF, the Incorporators have hereunto set their hands this 'day of 7 r, CHARI,Es BOWLES, Incorporatai ALVIN L. R1AUBENOLT, Incorporator
.r M, G./.,4 ' J 1\UI v r1l~l LLt_ u r ( )JCU r. e, r SUBSCRIBED AND SWORN to before me this -2' day of 1983, by C1iARLES BOWLE S. My Commission Expires: f C. nr.,.:::c.t L :,;'. :i 1-11.7, 1 :37 3~1 SUBSCRIBED AND SWORN to before me this.z/24 day of /2 o_4, 1983, by ALVIN L. RAUBENOLT. hotaty Public My Commission Expires: 1,'y Corn;nit.5ax i E:.p::s Jar.. 7, 1: ;7,