ARTICLES OF INCORPORATION OF
SUNWEST HOMEOWNERS ASSOCIATION
I, James S. Cobb, the undersigned, being a natural person of the age of nineteen (19) years or more, acting as the incorporator of a corporation under the Colorado Nonprofit corporation law, state as follows:
ARTICLE I
NAME
The name of the Corporation is Sunwest Homeowners Association ("Association").
ARTICLE II
PURPOSE
The purposes for which the corporation is formed are as follows:
(a) To provide for the operation of the Sunwest Subdivision located in the Town of Erie, County of Boulder, State of Colorado (the "Subdivision"), pursuant to the Colorado Common Ownership Interest Act of the State of Colorado, including, without limiting the generality of the foregoing statement, the performance of the following acts and services for a not-for-profit basis:
(i) To acquire, manage, supervise, care for, operate, maintain, repair and protect all grounds, roadways, and other facilities, installations and appurtenances thereto relating to the property of the Association; to provide maintenance for the Common Areas of the Association; to maintain landscaping; to enforce any and all covenants, restrictions and agreements applicable to the Association; and, insofar as permitted by law, to do any other thing that, in the opinion of the Board of Directors of the Association, will promote the common benefit and enjoyment of the members of the Association.
(ii) To prepare estimates and budgets of the costs and expenses of rendering these services and the performance, or contracting or entering into agreements for performance, as provided for in or contemplated by subparagraph (a); to apportion these estimated costs and expenses among the Owners obligated to assume or bear the same; and to borrow money for the Association's purposes, pledging as security the income due from Owners and from others, the property of the Association and the Common Areas, if any, of the Association.
(iii) To enforce, on behalf of the Owners, rules made or promulgated by the Board of Directors with respect to the safe occupancy, use and enjoyment of the Common Areas of the Association and the property located within Sunwest Subdivision, and, to levy fines to enforce compliance with these rules.
(iv) To perform, or cause to be performed, all other additional services and acts as are usually performed by managers or managing agents of real estate developments, including without limitations, keeping or causing to be kept, appropriate books and records, preparing and filing necessary reports and returns, and making or causing to be made audits of books and accounts.
(b) To retain counsel, auditors, accountants, appraisers and other persons or services that may be necessary for or incidental to any of the activities described in this document.
(c) To do and perform, or cause to be performed, all other necessary acts and services suitable or incidental to any of the foregoing purposes and objects to the fullest extent permitted by law, and to acquire, sell, mortgage, lease or encumber any real or personal property for these purposes.
(d) To promote the health, safety, welfare and common benefit of the owners of Lots located in Sunwest Subdivision.
(e) To do any and all permitted acts, and to have and to exercise any and all powers, rights and privileges which are granted under the Colorado Common Interest Ownership Act, the Declaration, the Bylaws, and the laws applicable to a nonprofit corporation of the State of Colorado.
The foregoing statements of purpose shall be construed as statements of both purpose and powers. The purposes and powers stated in each clause shall not be limited or restricted by reference to or interference from the terms or provisions of any other clause, but shall be broadly construed as independent purposes and powers. The Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of the Association.
ARTICLE III
DURATION
The duration of the Association shall be perpetual.
ARTICLE IV
QUALIFICATION OF MEMBERS
A. The authorized number and qualifications of members of the Association, voting and other rights and privileges of members, members' liability for dues and assessments and the method of collection of dues and assessments shall be set forth in the Bylaws and the Declaration. The corporation has initially authorized a total of 156 Lots with votes in the Association as more particularly described in the Declaration, exclusive of further subdivision of Lots. The Owner of each Lot in Sunwest Subdivision shall be entitled to one (1) vote in the Association with the Declarant holding certain voting rights as set forth in the Declaration.
B. The owner of a Lot within the property referred to in the Declaration shall automatically be a member of the Association. Said membership is appurtenant to the ownership of such Lot and title to the ownership of the membership for that Lot shall automatically pass with fee simple title to the Lot. If the fee simple title to a Lot is held by more than one person, the membership as to such Lot shall be joint and a single membership for such Lot shall be issued in the names of all owners, and they shall designate to the Association in writing the name of one natural person 18 years of age or older who shall have the power to vote said membership at any meetings of members. Membership in the Association shall be limited to owners of Lots in Sunwest Subdivision and each Lot shall be entitled to a maximum of one vote, subject to the provisions of the Declaration.
C. Change of membership in the Association shall be established by the recording in the public records of Boulder County, Colorado of a deed or other instrument establishing a record title to a Lot in Sunwest Subdivision, and the delivery to the Association of a certified copy of such instrument, the owner designated by such instrument thereby becoming a member of the Association, with the membership of the prior owner being thereby terminated.
ARTICLE V
CORPORATE OFFICE
The initial principal office of the corporation shall be 435 Terry Street, P.O. Box 1101, Longmont, CO 80502-1101.
ARTICLE VI
AGENT FOR SERVICE
The initial registered agent of this corporation shall be James S. Cobb, whose address is 435 Terry Street, P.O. Box 1101, Longmont, CO 80502-1101, whose written consent to appointment is provided below.
ARTICLE VII
BOARD of DIRECTORS
The initial Board of Directors shall consist of not less than three (3) persons designated by the Declarant. So long as the number of Owners is less than three (3), there shall be no more directors of the Association than there are Owners. The name and address of the initial Directors are:
James S. Cobb
435 Terry Street
P.O. Box 1101
Longmont, CO 80502-1101
Bill D. Berkley
435 Terry Street
P.O. Box 1101
Longmont, CO 80502-1101
Gary Kraft
435 Terry Street
P.O. Box 1101
Longmont, CO 80502-1101
ARTICLE VIII
INCORPORATOR
The name and address of the incorporator are:
James S. Cobb
435 Terry Street
P.O. Box 1101
Longmont, CO 80502-1101
ARTICLE IX
AMENDMENT
Amendment of these Articles shall require the assent of at least 67 percent of the Lot Owners and as provided in the Declaration.
ARTICLE X
NOT FOR PROFIT
The Association shall be a nonprofit corporation, without shares of stock. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code or (b) by a corporation exempt from Federal Income Tax under Section 501(c)(6) of the Internal Revenue Code or corresponding section of any future tax code or (c) by a corporation, contribution to which are deductible under Section 170(c)(2) of the Internal Revenue Code or corresponding section of any future Federal Tax Code.
ARTICLE XI
DISSOLUTION
Upon dissolution of the corporation, assets shall be distributed for one or more express purposes within the meaning of Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code or shall be distributed to the Federal Government or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of general jurisdiction of the county in which the principal office of the corporation is then located exclusively for such purposes or such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.
EXECUTED this 13th day of February, 1998 by the undersigned incorporator.
______________________________
James S. Cobb
STATE OF COLORADO
ss.
COUNTY OF BOULDER
I, _________________, a Notary Public, hereby certify that on the 13th day of February, 1998, James S. Cobb personally appeared before the undersigned and who, being first duly sworn, declared that he signed the foregoing document as Incorporator and that the statements therein contained are true to the best of his knowledge, information and belief.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of February, 1998.
My commission expires: ________________
________________________________
Notary Public
CONSENT
The undersigned, James S. Cobb hereby consents to his appointment as the initial registered agent as provided in Article VI above.
________________________________
James S. Cobb
STATE OF COLORADO
ss.
COUNTY OF BOULDER
The foregoing instrument was acknowledged before me this 13th day of February, 1998 by James S. Cobb.
My commission expires: ________________
Witness my hand and official seal.
________________________________
Notary Public