Villages Articles Incorporation
ARTICLES OF INCORPORATION
ESTRELLA II COMMUNITY ASSOCIATION
(An Arizona Nonprofit Corporation)
D Article 1. Name. Association (“Association”).
The name of the corporation is Estrella II Community
Article 2. Nonprofit Corporation. The Association is a nonprofit corporation organized pursuant to the provisions of the Arizona Nonprofit Corporation Act.
Article 3. Principal Office. The mailing address of the initial principal office of the Association is 2525 E. Camelback Road, Suite 888, Phoenix, Arizona, 85016.
Article 4. Definitions. All capitalized terms used herein which are not defined shall have the same meaning as set forth in the Declaration of Covenants, Conditions, and Restrictions for Estrella II, recorded or to be recorded in the official records of Maricopa County, Arizona (“Declaration”).
Article 5. Purposes. The purposes for which the Association is organized are:
(a) to be and constitute the Association to which reference is made in the Declaration,- to perform all obligations and duties of the Association, and to exercise all rights and powers of the Association, as specified therein, in the By-Laws, and as provided by law; and
(b) to provide an entity for the furtherance of the interests of the Owners of Lots subject to the Declaration.
Article 6. Powers. The powers of the Association shall include and be governed by the following provisions:
(a) The Association shall have au• of the common law and statutory powers conferred upon nonprofit corporations under Arizona law and 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, the By-Laws, or the Declaration, including, without limitation, the power:
(i) to fix, collect, and enforce payment, by any lawful means, of assessments and other charges to be levied against the Lots;
(ii) to manage, control, operate, maintain, repair, and improve property subject to the Declaration and any other property for which the Association by rule, regulation, covenant, or contract has a right or duty to provide such services;
(iii) to enforce covenants, conditions, or restnct10ns affecting any property to the extent the Association may be authorized to do so under the Declaration or By Laws;
(iv) to engage in activities which will actively foster, promote, and advance the common interests of all Owners of Lots subject to the Declaration;
(v) to buy or otherwise acquire, sell, dedicate for public use, or otherwise dispose of , mortgage, or otherwise encumber, exchange, lease, own, 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 Association, subject to such limitations as may be set forth in the Declaration or By-Laws;
(vi) to borrow money for any purpose, subject to such limitations as may be contained in the Declaration or By-Laws;
(vii) 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 Association, with or in association with any other association, corporation, or other entity or agency, public or private;
(viii) to act as agent, trustee, or other representative of other corporations, firms, or individuals, and as such to advance the business or ownership interests in suet corporations, firms, or individuals;
(ix) 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 Association; provided, however, such By-Laws may not be inconsistent with or contrary to any provisions of the Declaration; and
(x) to provide any and all supplemental municipal services to the real property subject to the Declaration as may be necessary or proper.
The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other rights and powers which may now or hereafter be permitted by law; the powers specified in each of the paragraphs of this Article are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph of this Article.
(b) The Association shall make no distributions of income to its Members, directors, or officers.
Article 7. Members.
(a) The Owner of each Lot shall be a Member of the Association and shall be entitled to vote in accordance with the terms of the Declaration and the By-Laws.
The Association shall have two classes of membership, Class “A” and Class “B”. The Class “A” Members shall be all Owners, except the Class “B” Members, if any. The Class “B” Members shall be the Declarant and any Builders who are Owners. The Class “B” Members’ rights are specified in the Declaration and By-Laws. The manner of exercising voting rights shall be as set forth in the Declaration and in the By-Laws of the Association.
(b) Change of membership in the Association shall be established by recording in the official records of Maricopa County, Arizona, a deed or other instrument establishing record title to real property subject to the Declaration. Upon such recordation, the owner designated by such instrument shall become a Member of the Association and the membership of the prior owner shall be terminated.
(c) The share of a Member in the privileges, rights and assets of the Association cannot be assigned, hypothecated, or transferred in any manner, except as an appurtenance of its Lot.
Article 8. Dissolution. In the event of dissolution, liquidation or winding up of the Association, subject to the Declaration, .the Association’s assets remaining after payment, or provisions of payment, of all known debts and liabilities of the Association shall be divided among and distributed to the Members thereof in accordance with their respective rights therein.
Article 9. Directors.
(a) The affairs of the Association shall be conducted, managed, and controlled by a Board of Directors. The initial Board shall consist of three directors. The number of directors may be increased in accordance with the By-Laws.
(b) The names and addresses of the members of the initial Board, who shall hold office until their successors are elected and qualified, or until removed, are as follows:
6001 N. 24th Street Phoenix, AZ 85016
Richard Biegel 6001 N. 24th Street
Phoenix, AZ 85016
6001 N. 24th Street Phoenix, AZ 85016
Each of the foregoing persons has consented to be a director.
(c) The method of election, removal, and filling of vacancies on the Board of Directors and the term of office of directors shall be as set forth in the By-Laws.
(d) The Board may delegate its operating authority to such corporations, individuals, and committees as it, in its discretion, may determine.
Article 10. By-Laws. The By-Laws of the Association shall be adopted by the Board of Directors and may be altered, amended, or rescinded in. the manner provided in the By-Laws.
Article 11. Liability of Directors, Officers and Committee Members. To the fullest extent that Arizona law, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, officers and committee members, no director, officer or committee member of the Association shall be personally liable to the Association or its Members for monetary damages for breach of duty of care or other duty as a director, officer or committee member. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director, .officer or committee member of the Association for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
Article 12. VA/HUD Approval. During the Class “B” Control Period, the following actions shall require the prior approval of the Veterans Administration (“VA”) so long as the VA is guaranteeing or the Department of Housing and Urban Development (“HUD”) so long as HUD is insuring any Mortgage in the development: annexation of additional property to the development, except for annexation by the Declarant in accordance with Section 9.1 of the Declaration pursuant to a previously approved plan of annexation; mergers and consolidations; dedication of common area to any public entity; mortgaging of common area; and material amendment of the Declaration, By-Laws, or Articles.
Article 13. Dissolution. In the event of dissolution, unless otherwise provided by the approval of at least two-thirds (2/3) of the total Association vote, and the approval of the VA so long as the VA is guaranteeing any Mortgage in the Development, and HUD so long as HUD is insuring any Mortgage in the Development, the assets shall be• dedicated to a public body, or conveyed to a nonprofit organization with similar purposes.
Article 14. Amendments. Amendments to these Articles of Incorporation may be adopted by the approval of Voting Delegates representing 2/3 of the total Class “A” votes in the Association, other than the Declarant, and the consent of the Class “B” Member, if such exists; provided, no amendment may be in conflict with the Declaration, and provided, further, no amendment shall be effective to impair or dilute any rights of Members that are governed by such Declaration.
Article 15. lncorporator. The name of the incorporator of the Association is Carey
A. Mark, and such incorporator’s address is 6001 N. 24111 Street, Phoenix, Arizona, 85016.
Article 16. Statutory Agent. The Association hereby appoints Stephen E. Renneckar , 2525 E. Camelback Road, Suite 888, Phoenix, Arizona 85016, who is now and has been for more than three years past, a bona fide resident of the State of Arizona, as its lawful
statutory agent upon whom all notices and processes, including service of summons, may be served, and which when served, shall be lawful, personal service upon this corporation. The Board may, at any time, appoint another agent for such purpose and the filling of such appointment shall revoke this or any other previous appointment of such agent.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 19th day of
I, Stephen E. Renneckar, having been designated to act as Statutory Aget, hereby consent to act in that capacity until removed, or resignation is submitted in accordance with the Arizona Revised Statutes.
ARTICLES OF AMENDMENT
ESTRELLA ll COMMUNITY ASSOCIATION
AUG 11 1997
Pursuant to the provisions of A.R.S. §1-2363, the undersigned, the President of ESTRELLA Il COMMUNITY ASSOCIATION, an A rizona non profit corporation, states as follows:
1. The Name of the Corporation is Estrella II Community Association, an Arizona non-profit corporation.
2 The amendment adopted by the Corporation is as follows:
a. The name of the Corporation is hereby changed to ”The Villages at Estrella Mountain Ranch Community Associa tion”. The provisions of Article 1 of the Articles of Incorporation are deleted in their entirety and the following is inserted in-lieu thereof:
“Article 1. N a m e . The name of the corpora tion is The Villages at Estrella Mountain Ranch Community Association.”
b. The provisions of Article 4 of the Articles of Amendment are deleted in their entirety and the following is inserted in lieu thereof:
-:Article 4. ; . Al! Capitalized terms used ! which are not defined shall have the same meaning as set forth in the Declaration of Protective Covenants and Restrictions for the Villages at Estrella Mountain Ranch.”
3. The foregoing amendments were adopted on August 5-+’1
4. The amendments were adopted by the Board of Directors of the corporation.
IN WITNESS WHEREOF, the foregoing Articles of Amendment have been executed this S-it”i day of August, 1997.
Estrella II Community Association, an Arizona non-profit corporation