ARTICLES OF INCORPORATION
ESTRELLA JOINT COMMITTEE. INC.
56-0 Article 1. Name. The name of the Corporation is Estrella Joint
Committee, Inc. (the “Joint Committee”).
duration. Article 2, Q. ration. The Joint Committee shall have perpetual
Article 3. Apple Statute. The Joint Committee is a nonprofit corporation organized pursuant to the provisions of the Arizona Nonprofit Corporation Act.
Article 4. Definitions. Unless context indicates otherwise, all
capitalized terms used in these Articles of Incorporation shall be defined in the same manner as defined in the By-Laws, which definitions are incorporated herein by this reference.
Article 5. Purposes indwells. The Joint Committee does not
contemplate pecuniary gain or profit, direct or indirect, to its members.
(a) In way of explanation and not of limitation, the purposes for
which it is formed are:
(i) to acquire, hold, operate, manage and/or maintain the Joint
Committee Property for the benefit, directly or indirectly, of Owners within Estrella; and
( i ) to be and constitute the Joint Committee to which reference
is made in the Joint Committee By-Laws, the Covenant to Share Costs, and the Declarations, to perform all obligations and duties of the Joint Committee, and to exercise all rights and powers of the Joint Committee, as set forth therein, and as provided by law.
(b) In furtherance of its purposes, the Joint Committee shall have the following powers, which, unless indicated otherwise by the By-Laws, may be exercised by the Joint Committee’s Board:
(i) all of the powers conferred upon nonprofit corporations by
common law and the statutes of the State of Arizona in effect from time to time; and
(ii) all of the powers necessary or desirable to perform the
obligations and duties and to exercise the rights and powers set out in these Articles and the By-Laws, including, without limitation, the power:
(1) to fix, levy, and collect assessments and other
charges and to enforce payment thereof;
‘Any provision herein which
restricts the sale, rental, or
use of the described real
property because of familiar
status is invalid and
unenforceable under federal
law’
(2) to manage, control, operate, maintain, preserve,
repair, and improve the Joint Committee Property, maintain the Area of Common Responsibility, and set and enforce the Community-Wide Standard for Estrella;
(3) to promulgate and enforce rules regulating use of the Joint Committee Property;
(4) to engage in activities involving Estrella which will actively foster, promote, and advance the common interests of the Owners;
(5) to buy or otherwise acquire, sell, or otherwise dispose of, mortgage, or otherwise encumber, exchange, lease, hold, use, operate, and otherwise deal in and with real, personal, and mixed property of all kinds and any right or interest therein for any purpose of the Joint Committee, which shall include the power to foreclose liens on any property as permitted under the laws of the State of Arizona;
(6) to borrow money for any purpose subject to such limitations as may be contained in the Joint Committee By-Laws;
(7) 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 the Joint Committee, with or in concert with any association, corporation, or other entity or agency, public or private;
(8) to adopt, alter, and amend or repeal such By-Laws as may be necessary or desirable for the proper management of the affairs of the Joint Committee; and
(9) to provide or contract for services benefitting the Joint Committee Property and the Owners, including, without limitation,
garbage removal and any and all supplemental municipal services as may be necessary or desirable.
The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; provided, none of the objects or purposes herein set out shall be construed to authorize the Joint Committee to do any act in violation of the Arizona Nonprofit Corporation, and all such objects or purposes are subject to said Act.
The powers specified in each of the paragraphs of this Article 5 are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provision of this Article 5.
Article 6. Mgmbelship. The Joint Committee shall be a corporation without members or certificates or shares of stock. The affairs of the corporation shall be performed by its Board of Directors as specified in the By-Laws.
Article 7. Boar_d of Directus. The business and affairs of the
Joint Committee shall be conducted, managed, and controlled by a board of
directors. The Board may delegate such operating authorities to such
companies, individuals, or committees as it, in its discretion, may
determine. The Board shall consist of five (5) members. The initial Board
shall consist of the following:
Todd Tupper
6001 N. 24th Street Phoenix, Arizona 85016
Carey Mark
6001 N. 24th Street Phoenix, Arizona 85016
Andrea Regnier
6001 N. 24th Street Phoenix, Arizona 85016
Troy Harris
6001 N. 24th Street Phoenix, Arizona 85016
Larry Harris
6001 N. 24th Street
Phoenix, Arizona 85016
The method of election to, removal from, and filling of vacancies on, the Board and the term of office for directors shall be as set forth in the By-Laws.
Article 8. liability of_plrestors. As provided in the By-Laws and
to the extent permitted under State of Arizona law, as it may be amended, a director or officer of the Joint Committee shall not be personally liable to the Joint Committee for monetary damages for an act or omission in the director’s or officer’s capacity as such. Any repeal or amendment of this Article or the By—Laws by the Joint Committee shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Joint Committee existing at the time of such repeal or amendment.
Article 9. Dis54210ion. The Joint Committee may be dissolved as
provided by the laws of the State of Arizona.
Article 10. Amendmeo/s. Subject to the provisions of the Arizona
Nonprofit Corporation Act, these Articles of Incorporation may be amended with the approval of a majority of the members of the Board of Directors, and the approval of the Declarant, so long as it owns any property within Estrella.
Article 11. Statutory Agent and Office. The initial Statutory Agent
of the Joint Committee is Stephen E. Renneckar. His address is 2525 E.
Camelback Road, Suite 888, Phoenix, Arizona 85016.
Article 12. Incorporator. The name and address of the incorporator
are as folfows:
Carey A. Mark
6001 N. 24th Street
Phoenix, Arizona 85016
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this :
1, Stephen E. Renneckar, having been designated to act as Statutory Agent, hereby consent to act in that capacity until removed, or resignation is submitted in accordance with the Arizona Revised Statutes.
5/02/95
November 16, 1995
RE: ESTRELLA JOINT COMMITTEE, INC.
We are pleased to notify you that your Articles of Incorporation were filed on September 19, 1995
You must publish a copy of your Articles of Incorporation wrrim SIXTY (60) DAYS from the File Date. The publication must be in a newspaper of general circulation in MARICOPA) County, for three (3) consecutive publications. An affidavit from the newspaper, evidencing such publication, must be delivered to the Commission for filing WITHIN NINETY (90) DAYS from the file Date.
All corporations transacting business in Arizona are required to file an Annual Report with the Commission, no later than the 15th day of the fourth (4th) month following the dose of each fiscal year. Your fiscal year end is MAY 31, 1996. Each year, a preprinted Annual Report Form will be mailed to you during that month.
Your first annual report will be due September 15, 1996.
If you have any questions or need further information, please contact us at (602) 542-3135 or Toll Free (Arizona residents only) at 1-800-345-5819.
Very truly yours,
Nicole Stumpo
Examiner
Corporations Division
Arizona Corporation Commission
CF:04 REV, 1190