PURPOSE OF THE ASSOCIATION

Transcription

1 ARTICLES OF INCORPORATION OF BRITTANY HE IGHTS HOHEOWNERS ASSOCI AT I ON ART I CLE I The name of the Corporation ls BRITTANY HEIGHTS HOMEOWNERS ASSOCIATION (t he "Association" ). ARTICLE II DURAT :r:o~ The Association shall exist perpetually. ART I CLE III PURPOSE OF THE ASSOCIATION The object a nd purpose for which this Association is organized is to perform the duties and obligations of the Association as set forth in the Declaration of Covenants, Condi tions and Restrictions for Brittany Heights, dated the 26th day of February 19 99, recorded March 26, as Document No in the off ice of the county Recorder of Maric opa Count y, Arizona, as t he same may be amended from time to time (the lideclaration" ). All capitalized terms not defined herein shall h ave the meaning ascribed thereto in t h e Declaration. In furtherance of, and in order to accomplish the foregoing object and purpose, the Association may transact any and all lawful business for which nonprofit corporations may be incorporated under Chapter 24 of Titl e 10, Arizona Revised statutes, as it may be amended from time to time (the "Arizona Nonprofit corporation Act II or the IIAct ll ) ART I CLE IV CHARACTER OF BUSINESS The character of the bus iness which the Association i ntends to conduc t. i n Arizona is to fulfill t he duties and obligations of the Associ ation as set forth in the Declaration. ARTICLE V STATUTORY AGENT Smith & Feola, P. C., whose address is 2800 N. Central, #1400, Phoenix, Arizona 85004, is hereby appointed the initial statutory agent of the Association.

2 ARTICLE VI BOARD OF DIRECTORS The number of Di rect oj:"s constituting the initial Board of Directors s hall be three (3 ). The names and addresses of the initial Directors of the As sociati on who shall serve until the first annual meeting.of the members or until their successors are elected and qualified are as follows : Mailing Address Michael Nicholas Jim Carls on Kay M. Raber scottsdale,arizona Scottsdale, Arizona s cottsdale, Arizona ARTICLE VII INCORPORATOR is : The name and address of the incorporator of the Association Michael Nicholas Scottsdale, Arizona ARTICLE VIII LIMITATION ON LIABILITY OF DIRECTORS To the f ullest extent allowable under the Arizona Nonprofit Corporation Act, including without limitation Arizona Revised Stat utes (14) and (B) (1), no Director of the Assoc i ation shall be personally liable to t he Association or its members f o r monetary damages for breach o f f iduciary duty or f or any acti on t ak e n or any failure to take a ny action as a Director, e xcept f or liabil ity f or a ny of the f oll owing: (a) The amount of a financial benefit received by a Director to wh i ch such Director is not entitled; (b) An intentional infliction of harm on the Association or the Membersi (c) A v iolati on of Arizona Revised statutes by a Director who votes for or assents to a distribution in violation 2

3 of Arizona Revised stat utes Articles of Incorporation; and or these Cd) An inte ntional violation of criminal l a w. ARTICLE IX INDEMNIFICATION To the fullest extent permitted by the Arizona Nonprofit corporation Act as t h e same exist s or may hereaf t er b e amended, it is s pecifical ly provided that t h e Associat ion sha l l indemnify every Director and Off icer, and h is o r her heirs, devisees and representatives against a ny liabil i t y (as defined in Arizona Revised StatutEs ~ O), in~ludin g reasonable a ~torney s' fees a nd c ourt costs, to which h e or s h e ma y be s ubjec t b y r e a son of b e ing, or having b een, a Dir ect or or Officer of the Association and for any a ction r.aken, or a ny failu r e to take a ny action, as such Officer or Director. Notwiths t anding the foregoing, i t is s pecifically provided that no i ndemnificati on shall be prov i ded for any liab i lity with respect t o (i) rec e ipt by a Director or Of f icer of a f inancial b e n e fit to wh ich s u c h Director or Of ficer is not entitled, (ii) a n intentional inf lict ion of h arm on t h e Associati on o r a ny o f i ts Members by such Member or Officer, (iii) a violation by such Director or Offi cer of Arizona Re v ised statutes Section o r ( i v) an intentional violation of criminal law by such Director or Officer. The Associat ion shall h ave the right to refuse indemnific a t ion, wholly o r part ially, i n any instance in which the Officer or Dir ect o r to whom indemnification would otherwise h ave been applicable shall have unreasonably r efused t o permit the Assoc i ati on, a t i t s own expense a nd through c ouns el of its own choosing, t o defend s uch Officer or Director in the action, or in a ny instance in which such Officer or Director shall h ave unreasonab ly ref used to cooperate in the defense of such action. ARTICLE X KNOWN PLACE OF BUS INESS The principal office and known place of business of t he Association shall be located at 8130 N. 8 6th Pl ace, Scot tsdale, Arizona ARTICLE XI MEMBERSHIP AND VOTING RIGHTS Membershi p in the Associati o n s hall be limited t o Owners of Lots. Each Owner s hall have such r i ghts, p r ivileges and vot es in the As s ociati on as are set forth in the De claration. 3

4 ARTI CLE XII BYLAWS ~ h e Board of Directors shall adopt t h e i nitia l Bylaws o~th e Associ ation. The p ower to alter, amend o r r e p eal the Bylaws is. r e served to t he Membe r s except t hat the Board, without a vote of the Me mbe r s, ma y amend the By l a ws in order to c onform the Bylaws to the requirements o r guidelines of the Federal Nat ional Mor tga ge Association, the Feder al Home Loan Mort g age Corporati on, the Federal Housing Admi nistration, the Ve tera n s Admi nistration or any feder al, s t a te o r local government age ncy whose approva l of the Proj ect, the Plat o r t h e Decl aration is r e quired by law or requested by the Declarant. ARTICLE XI II OFFICERS The f ollowing persons shal l b e the initial officers of the Associat ion a nd s hall h o l d the positions op p osi te their names until the first annual meeting of the Associ ation o r until their suc c e ssors h a v e b een elected and qua l i fied : Michae l Nicholas Jim Car lson Pre sident Vice Pr eside nt/ Secreta r y/tr e asurer ARTICLE XIV DI SS OLUTION Th e Assoc iat i on may be dis sol v e d with the assent give n in wr i t i ng and signed by the Owne r s repre s e nting not. less tha n seventy- f ive perce nt ( 75 %) o f the authorized v otes of the Association membersh i p. Upon dissolut i o n ' o f the Association, other than i nciden t to a merger o r c on s o l i d a t i on, the assets of t he Associati on shall be d edicated to a n a ppropriate public agency to be used f o r purposes simila r to those for whic h this Association was c r eat ed, a s t h e Boar d o f Dire ctors shal l determine. In the ev ent t hat such dedication is refused acceptance, such assets s hal l b e g r a n t e d, conveyed o r assign e d t o any nonp rof it corpor ation, assoc iation, trust or other organizati on to b e devoted to s uch s i milar purpos e as the Board of Directors s h a ll determine. ARTICLE XV AMENDMENTS These Articles may b e a me nded b y Members represe nt ing at l east s eventy- five percen t (75%) of t h e t o t a l authorized votes entitled 4

5 to be cast by Members of the Association; provided, h owever, t hat the Board, wit h out a vote of t h e Members, may amend these Articles i n order to conform these Arti c les to t h e requi r ements or guidelines of the Federal National Mort gage Association, the Federal ~ H ome Loan Mortgage c orporation, - the Federal Hou~ing Administration, the Veterans Administration or any federal I state or local g overnme ntal agency whose approval of the Project, the Plat or the Declaration is required by l aw or requested by the Declarant. ARTICLE XVI GOVERNMENTAL APPROVAL Notwiths tanding any prov ision of these Articles of Incorporation to the cont rary, it is specificall y p r ovided t hat so long as the d evel oper of the property whic h i s the s ubject of t he Declaration s h a ll b e in c ontrol of t he Associ ati on, app r oval i n wr i t i ng of t he Department of Ho u sing and Urban Dev elopment -(FHA) or t h e v e t e r a n's Administration i s required prior to annexation of additional properties, me r gers a n d consolida t i ons, t he mortgaging of Common Area (as def ined i n the Decl aration), dedic a tion of all or a portion o f the Comm0n Area, dissolution of t he Association or amendment of these Articl es of Incorporat ion. DATE D this 1st day of c:\homeowne\brittany.art 5