ARTICLES OF INCORPORATION SPORTS VILLAGE UNIT THREE HOMEOWNERS ASSOCIATION. (A Non-Profit Corporation)

Transcription

1 Following is a transcription of the Articles Of Incorporation as related to the Covenants, Conditions and Restrictions recorded in the office of the Navajo County Recorder in Docket 520 at pages inclusive, concerning Pinetop Lakes Country Club Sports Village Unit Three Condominiums, as amended. ARTICLES OF INCORPORATION of SPORTS VILLAGE UNIT THREE HOMEOWNERS ASSOCIATION (A Non-Profit Corporation) KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, having associated ourselves for the purpose of forming a corporation under and by virtue of the laws of the State of Arizona, do hereby adopt the following Articles of Incorporation: ARTICLE I Name The name of the corporation is: SPORTS VILLAGE UNIT THREE HOMEOWNERS ASSOCIATION. ARTICLE II Purpose The purpose for which the corporation is organized is to serve as the association of owners as set forth in the Declaration of Covenants, Conditions and Restrictions recorded in connection with the establishment of Pinetop Lakes Country

2 Club Sports Village Unit Three Condominiums, hereinafter called the Subdivision, in Navajo County, State of Arizona. In the conduct of its business, the corporation shall be empowered to conduct and transact any or all lawful business for which corporations may be incorporated under the laws of Arizona and do all things that a private person might do under the laws of the State of Arizona. The corporation will conduct the business of constructing, owning, operating and maintaining recreational facilities in the common area of the Subdivision for the sole use of the owners of apartments in the Subdivision, and carrying out all other purposes and obligations of the Association as prescribed by the Declaration of Covenants, Conditions and Restrictions referred to in Article III. The corporation does not contemplate securing gain or profit to the members thereof, and the members shall have no individual interest in the profits of the corporation, if any. The corporation shall not engage in any business venture for the purpose of making or securing profits. ARTICLE III Initial Business The corporation initially intends to carry on the business of the Homeowners Association as described in the Declaration of Horizontal Property Regime and Covenants, Conditions and Restrictions recorded in the office of the Navajo County Recorder in Docket 520 at pages inclusive, concerning Pinetop Lakes Country Club Sports Village Unit Three Condominiums. 2

3 ARTICLE IV Membership A. No stock shall be issued by this corporation and no dividends or pecuniary profit shall be paid to its members. The initial member of this corporation shall be Shaw Development Company, an Arizona corporation (herein referred to as Shaw ). Further membership shall be limited to the title owners of the apartments within the Subdivision. Upon purchase of such an apartment, the purchaser thereof shall become a member in this corporation and such owner shall remain a member of the corporation until such member s death, or until such time as such member s apartment is conveyed, at which time such member s membership in this corporation shall automatically cease. No certificate of membership shall be issued and memberships shall be evidenced by an official list of the owners, which list shall be kept by the Secretary of this corporation. No membership shall exist in any other person or persons except as it may arise in substitution for an outstanding membership. B. Except as otherwise provided in paragraph C below, each member, including Shaw, shall be entitled to one vote for each apartment owned by such member. In the event any apartment is owned by two or more persons, whether by joint tenancy, tenancy in common, community property, or otherwise, the membership as to such apartment shall be joint and a single membership for such apartment shall be issued in the names of all such owners, and they shall designate to this corporation, in writing, at the time of issuance, one of their number who shall hold the membership and have the power to vote said membership. In the absence of such designation and until such designation is made, 3

4 the Board of Directors of the corporation shall make such designation. C. Notwithstanding anything else contained in this Article relating to membership and voting rights by members of the corporation, until such time as otherwise provided in the Declaration of Covenants, Conditions and Restrictions relating to the Subdivision, all memberships shall be nonvoting memberships unless Shaw, in writing, permits such memberships to be counted in connection with any vote of the members which it deems appropriate. The giving of such permission by Shaw shall not be deemed to imply any further permission in connection with subsequent votes. ARTICLE V Statutory Agent The name and address of the initial statutory agent of the corporation is: J. Robert Evans, Attorney at Law, Suite 1705, 3003 North Central Avenue, Phoenix, Arizona ARTICLE VI Known Place of Business The known place of business of the corporation shall be: Sports Village Unit Three at Pinetop Lakes Country Club, Pinetop, Arizona

5 ARTICLE VII Initial Board of Directors and Officers A. The number of directors of this corporation shall not be more than seven nor less than three, as said number may be fixed by the Bylaws duly adopted by the initial Board of Directors, subject always to any restriction of law as to the minimum and maximum number of directors. The annual meeting of the members of the corporation and annual meetings of the Board of Directors of the corporation shall be held on the first Monday in October of each year. Until the first annual meeting of the members and until their successors are elected and qualified, the following three persons who were elected at a meeting of the incorporators held at Pinetop, Arizona, on June 10, 1978, shall constitute the Board of Directors of this corporation: Norman D. Shaw P. O. Box 793 Pinetop, Arizona Linda K. Shaw P. O. Box 793 Pinetop, Arizona Merrie E. Renowden P. O. Box 793 Pinetop, Arizona B. The officers of this corporation shall be a President, Vice President, Secretary, and Treasurer, and such additional officers as the Board of Directors may deem necessary. The four above-specified officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors after the annual meeting of the members. The initial officers of the corporation shall be: 5

6 1. Norman D. Shaw President 2. Linda K. Shaw Vice President 3. Merrie E. Renowden Secretary-Treasurer who shall serve until their successors are appointed and qualified. No person may hold more than one of the above-named offices, except that of the Secretary and Treasurer. The directors shall have the power to adopt, amend and rescind the Bylaws, to appoint from their own number an executive committee and to vest said committee with all power granted the directors by these Articles. Any vacancy occurring on the Board of Directors by reason of death, resignation or disqualification of any such director shall be filled by the remaining directors, such replacement director to serve until the next annual meeting of the members of the corporation at which new directors are elected. So long as the provisions of paragraph C of Article IV above remain in effect: (1) neither officers nor directors of the corporation need be members of this corporation, and (2) officers of the corporation need not be members of the Board of Directors. At such time as the provisions of paragraph C of Article IV above are no longer in effect: (1) all directors of the corporation and the President, Vice President, Secretary and Treasurer must be members of the Association; and (2) officers need not be members of the Board of Directors. ARTICLE VIII Indemnification of Officers, Directors, Employees and Agents The corporation shall indemnify any person who incurs expenses by reason of the fact he or she is or was an officer, director, employee or agent of the corporation. This 6

7 indemnification shall be mandatory in all circumstances in which indemnification is permitted by law. ARTICLE IX Private Property Exempt The private property of the members, directors and officers of this corporation shall be forever exempt from its debts and obligations, except as otherwise provided herein. ARTICLE X Date of Commencement The commencement of this corporation shall be the day when these Articles are filed by the Corporation Commission of the State of Arizona. ARTICLE XI Amendments These Articles may be amended by the affirmative vote of sixty-six and two-thirds per cent (66-2/3%) of the votes then entitled to be cast by the members, and then entitled to be counted hereunder. ARTICLE XII Contemplated Mergers It is contemplated that this corporation may at some time in the future elect to merge with another corporation now or hereafter established in connection with the sale of apartments in additional Sports Village units. Such merger may be approved and consummated by a vote of the majority of the Board of Directors of the corporation and certified by the Secretary of the corporation. No further action will be required to consummate any such merger. All assessments required of owners 7

8 of apartments located within any unit of Sports Village merged into and controlled by this Association shall be related to expenses incurred by any such merged corporation in connection with labor performed or materials supplied to each such subdivision area, or allocated to each such area by the Board of Directors, in case of labor and materials supplied to any area with the Subdivision. ARTICLE XIII Dissolution A. Notwithstanding any provision of Arizona law to the contrary, this corporation may only be voluntarily dissolved by the members hereof if such dissolution is approved by a vote of ninety percent (90%) of the votes then entitled to be cast by such members, and then entitled to be counted hereunder. B. In the event of dissolution of this corporation, whether resulting from voluntary action on the part of the membership, court orders, lapse of time, or otherwise, no part of the remaining assets of the corporation, after the discharge of all corporate liabilities, shall inure to the private profit, benefit or advantage of any current or past member, director or officer, but the whole of such remaining assets shall be distributed in cash or in kind, as absolute gifts and without return consideration, direct or indirect, in such amounts and proportions, and to such corporations, associations or other organizations which are exempt from federal income taxation under the provisions of Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code of 1954 as now or hereafter amended as shall be determined by the Board of Directors, which determination shall be final, binding and conclusive. 8

9 ARTICLE XIV Incorporators The incorporators of this corporation are: Norman D. Shaw P. O. Box 793 Pinetop, Arizona J. Robert Evans Suite North Central Avenue Phoenix, Arizona All duties, powers and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission for filing. IN WITNESS WHEREOF, we have hereunto executed these Articles of Incorporation of Sports Village Unit Three Homeowners Association, a non-profit corporation, this 10 th of June, day (Signed) Norman D. Shaw (Signed) J. Robert Evans STATE OF ARIZONA ) COUNTY OF MARICOPA) On this 10 th day of June, 1978, before me, the undersigned Notary Public, personally appeared NORMAN D. SHAW and J. ROBERT EVANS, and acknowledged before me that they executed the foregoing Articles of Incorporation as their free act and deed for the purposes therein contained. 9

10 In Witness Whereof, I have hereunto set my hand and official seal. (Signed) Jean Balk My commission expires: (Seal) AMENDED (See Arizona Business Gazette: July 28, 2005 for details of the vote and resulting amendment.) State of Arizona ) County of Maricopa ) On this 16 th day of May, 2005, before me the undersigned Notary Public, in and for the County of Maricopa, State of Arizona, personally appeared Jerome Helm and be authorized so to do executed this document. /s/ Dawn G. Waggoner, My commission expires 11/30/2005, /Notary Seal/ Exhibit A ARTICLES OF AMENDMENT ARTICLES OF INCORPORATION, SPORTS VILLAGE III HOMEOWNERS ASSOCIATION: Sentence 2 of Article VII if the Articles of Incorporation is proposed to be amended as follows: The annual meeting of the members of the corporation and annual meetings of the Board of Directors of the corporation shall be held on the Saturday of Memorial Day Weekend each year Published: July 14, 21, 28,