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ARTICLES OF INCORPORATION
KOHLS TONTO CREEK SUBDIVISION
HOMEOWNERS ASSOCIATION, INC.
ARTICLE I
NAME
The name of the corporation, which is a nonprofit corporation, is Kohls Tonto Creek Subdivision Homeowners Association, Inc. (the "Association"). The Association is a continuation of the corporation also known as Kohls Tonto Creek Subdivision Homeowners Association, Inc. and incorporated in July, 1984.
ARTICLE II
PURPOSES
The primary purposes for which this Association is formed are
(a) to provide a common entity and voice for those owners of individual lots (the "Members") within Kohls Tonto Creek Ranch and Saddle Mountain View, subdivisions located in Gila County, Arizona (the "Subdivision");
(b) to promote the well-being of its members and improve the quality of life in the Subdivision;
(c) to assist with the management, maintenance, preservation and care of the Common Areas within the Subdivision in which Members have a right of use or a right of ownership;
(d) to assist the owners of individual lots within the Subdivision in their awareness and understanding of applicable restrictive covenants and zoning requirements;
(e) to perform all of the duties and obligations and to exercise all of the powers and privileges of the Association as set forth in the Bylaws of the Association; and
(f) to do all other things and exercise all powers and rights of a corporation which are lawful and consistent with the foregoing purposes and the nonprofit character of the Association, including but not limited to the purposes set forth in Section 10-2305(A) Arizona Revised Statutes.
Notwithstanding any other provisions of these Articles, if the Association elects to qualify under Section 501(c)(4) or Section 501(c)(7) of the Internal Revenue Code of 1986, as amended (the "Code"), the Association shall not conduct or engage in any activity which would or could result in the revocation of its status as a corporation qualified under such Section of the Code. The Association does not contemplate securing any gain or profit to the Members of the Association; the Members shall have no individual interest in the profits of the Association, if any; and no part of the net earnings of the Association, if any, shall inure (other than by promoting social and recreational activities for Members, by a rebate of excess membership dues, or by acquiring, constructing, or providing management, maintenance, and care of Association property) to the benefit of any Member of the Association or other individual.
ARTICLE III
INITIAL ACTIVITY
The character of the business the Association intends to conduct initially shall be to act as a voluntary property owners' association performing the duties and exercising the rights of the Association set forth in the Bylaws of the Association.
ARTICLE IV
MEMBERSHIP AND VOTING
The Association shall be a non-stock corporation and shall be owned by all of its Members. No dividends or pecuniary profits shall be paid to the Association's Members. Members of the Association shall include owners of individual lots within the Subdivision who are not currently delinquent on Association dues. Membership may be evidenced by an official list of Members that the Secretary of the Association shall keep. The Association shall have one class of Members. Each Member shall have one vote. Other limitations, privileges, obligations and rights of Membership in the Association may be set forth in the Bylaws of the Association.
ARTICLE V
BOARD OF DIRECTORS
The affairs of the Association shall be conducted by a Board of Directors. Commencing with the first annual meeting of the Members, the initial Board shall consist of eleven (11) Members. Each Board thereafter shall consist of not less than five (5) nor more than eleven (11) Members, including the President and the next past President of the Association, who shall serve as ex-officio directors. The number of directors shall be subject to change as provided in the Bylaws. Each director shall serve a one year nominal term and may be elected for additional consecutive terms. The following eleven persons shall constitute the initial Board of Directors of the Association:
Patrick Sullivan, President
8632 West Foothill Drive
Peoria, Arizona 85382
Curt Anderson, Past President
1039 West Fremont Avenue
Mesa, Arizona 85210
Fred Alexander
636 West Manhatton Drive
Tempe, Arizona 85282
Ted Douglas
7710 East Pima Street
Tucson, Arizona 85715
Pat Eggers
HC 2 Box 95-E
Payson, Arizona 85541
Del Elms
534 West Michigan Avenue
Phoenix, Arizona 85023
Wayne Luchsinger
3329 South Stanley Place
Tempe, Arizona 85282
Susan Manor
4711 North 33rd Street
Phoenix, Arizona 85018
Bill Palmer
HC 2 Box 95-S
Payson, Arizona 85541
Rosemary Reed
603 So. Colcord Rd. Ste. D
Payson, Arizona 85541
Juanita Saurer
2056 West Minnezona
Phoenix, Arizona 85015
ARTICLE VI
NO PERSONAL LIABILITY
The private property of the Members, directors, and officers of the Association shall be forever exempt from the Association's debts.
ARTICLE VII
AMENDMENTS
The Members may, at any duly noticed and convened regular or special meeting called for such purpose, amend, alter, or repeal any provision of these Articles by the affirmative vote of sixty-seven percent (67%) of the votes of all Members.
ARTICLE VIII
BYLAWS
The initial Bylaws shall be adopted by the Board herein designated. Amendments, alterations, and repeal of the Bylaws may be made only as provided in the Bylaws. The Bylaws and any amendments thereto shall be valid only if consistent with these Articles.
ARTICLE IX
KNOWN PLACE OF BUSINESS
The known place of business of the Association shall be Two North Central Avenue, Suite 1800, Phoenix, Arizona 85004, or such other place as may be designated from time to time by the Board. In addition, different and other offices and places for conducting business, both within and without the State of Arizona, may be established from time to time by the Board.
ARTICLE X
STATUTORY AGENT
Gammage & Burnham P.L.C., an Arizona Limited Liability Company, whose address is Two North Central Avenue, Suite 1800, Phoenix, Arizona 85014-2324, is hereby appointed the initial statutory agent of the Association upon whom all notices and process, including summonses, may be served. The Board may revoke the appointment of such agent at any time, and shall have the power to fill any vacancy.
ARTICLE XI
DISSOLUTION
Upon dissolution of the Association, or the winding up of its affairs, the assets of the Association shall be distributed exclusively to one or more public agencies, utilities, non-profit corporations, trusts, or other organizations to be devoted to purposes as nearly as is practicable to those to which they were required to be devoted by the Association . If the Association has elected to qualify as a non-profit corporation under Internal Revenue Codes Section 501(c)(4) or 501(c)(7), then distribution may be only made to permitted recipients under the applicable Code Section. The Association may be dissolved with the written consent of not less than two-thirds of the Members.
ARTICLE XII
INCORPORATORS
The name and addresses of the incorporators are:
Fred Alexander
636 West Manhatton Drive
Tempe, Arizona 85282
Curt Anderson
1039 West Fremont Avenue
Mesa, Arizona 85210
IN WITNESS WHEREOF, the undersigned incorporators have hereunto set our hands this ____ day of ___________________, 1997.
_____________________________
Fred Alexander, Incorporator
_____________________________
Curt Anderson, Incorporator
ACCEPTANCE OF APPOINTMENT
BY STATUTORY AGENT
Pursuant to the provisions of Section 10-2308, Arizona Revised Statutes, the undersigned hereby acknowledges and accepts appointment as statutory agent of the above named corporation, effective this ____ day of _________________, 1997.
GAMMAGE & BURNHAM P.L.C., an Arizona Limited Liability Company
By:
GRADY GAMMAGE, JR.
Its: _________________________________