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HomeMy WebLinkAbout2.0 Articles of Incorporation• • ARTICLES OF INCORPORATION FILED COPY OF 931008341 $50.00 SOS 01-25-93 08:30 LOS ADOBES HOMEOWNERS ASSOCIATION, INC. KNOW ALL MEN BY THESE PRESENTS: That I, the undersigned, a natural person over the age of twenty-one years and resident of the State of Colorado, acting as incorporator of a corporation under the Colorado Nonprofit Corporation Act, hereby make, sign and acknowledge the following Articles of Incorporation for such corporation: ARTICLE I. NAME The name of the corporation is Los Adobes Homeowners Association, Inc., ARTICLE II. DURATION The period of duration for the corporation is perpetual. ARTICLE III. PURPOSES AND POWERS The purpose for which this corporation is formed is to own, acquire, grant, convey, maintain, repair, operate and administer the "Homeowners Common Area" and the "common facilities" as such terms are defined in the Declaration of Protective Covenants for Los Adobes Subdivision, and to perform all functions and duties assigned and ascribed to it under the terms, conditions of provisions of said Declaration of Protective Covenants for Los Adobes Subdivision (the" Declaration"). Without limitation as to other powers stated or referred to in this Article, the corporation shall have the power to exercise all of the powers and privileges and perform all of the duties and obligations of the Association as set forth in the Declaration, and as permitted or authorized by the Colorado Nonprofit Corporation Act. ARTICLE IV. REGISTERED OFFICE, REGISTERED AGENT 4.1 Registered Office. The address of the initial registered office of the corporation is 14156 Highway 82, Carbondale, CO 81623. • • 4.2 Registered Agent. The name of the initial Registered Agent is Richard Stephenson, whose address is 14156 Highway 82, Carbondale, CO 81623. ARTICLE V. PRINCIPAL OFFICE The principal office of the corporation shall be as designated in the By-laws of the corporation. ARTICLE VI. MEMBERSHIP The Association shall have one class of members ("Member or Members") who shall be the Owners of each of the Lots located in the Los Adobes Subdivision. The terms "Owner" and "Lot" or "Lots" shall have the meaning ascribed to such terms in the Declaration. ARTICLE VII. VOTING RIGHTS Each Member shall be entitled to one (1) vote in the Association for each Lot owned by such Member. In the event two or more persons own title to a Lot, all of such Owners, in the aggregate, shall constitute the Member and such Owners shall designate one of their number to cast the vote attributable to such Lot and Member. ARTICLE VIII. BOARD OF DIRECTORS The business and affairs of this corporation and the management thereof, shall be vested in the Board of Directors, consisting of not less than three (3) nor more than five (5) members, who need not be Lot Owners, as such term is defined in said Declaration. The number of directors constituting the initial Board of Directors of the corporation is four (4) and the names and addresses of the persons who are to serve as the initial directors are: Name John Peter Greene Mary Ann Greene Richard Stephenson 2 Address 12805 Highway 82, Colorado 81623 12805 Highway 82, Colorado 81623 Carbondale, Carbondale 120 Hill Top Lane, Carbondale, Colorado 81623 • • JoAnn Stephenson 120 Hill Top Lane, Carbondale, Colorado 81623 The above-named persons shall act as directors for the first year of the existence of the corporation or until their successors shall be duly elected and qualified. The number of directors, within the limits stated above, their term of office and the manner of their selection or election shall be as stated in the By-laws of the corporation. ARTICLE IX. SALE, LEASE, EXCHANGE OR MORTGAGE OF ASSETS The sale, lease, exchange, mortgage, pledge or other disposition of the property and assets of the Association may be made by the Board of Directors without the vote or consent of the Members upon such terms and conditions as may be authorized by said Board; but if the Directors desire to effect such sale, exchange, lease or disposal of all or any part of the property and assets of the Association, _such sale, exchange, lease, or other disposition of such property and assets shall be to an appropriate public agency, quasi -municipal corporation, nonprofit corporation, association, trust, or other organization which shall serve as nearly as practicable the same purposes as those purposes served by the Association. ARTICLE X. DISSOLUTION The Association may be dissolved with the assent given in writing and signed by the votes of not less than two-thirds (2/3rds) of the total membership votes of the Association. Upon dissolution of the Association, the assets, both real and personal of the Association shall be distributed to an appropriate non- profit entity such as, but not limited to, a quasi -municipal corporation which shall serve as nearly as practicable the same purposes as those purposes served by the Association. ARTICLE XI. DISTRIBUTION ON DISSOLUTION OR LIQUIDATION This corporation is not organized for profit and no part of the income, profit or net earnings of the corporation shall inure to the benefit of any Member, director or officer of the corporation, or any private individual (except that reasonable compensation may be paid for services to or for the corporation in effecting one or more of its purposes), and no Member, director or officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. 3 ARTICLE XII. ASSOCIATION, DEFINITIONS The term "Association" as used herein shall have the meaning given to it in said Declaration and shall be synonymous with the term "Corporation" as used herein. Any words not otherwise defined herein shall have the definition ascribed to them in the Declaration. ARTICLE XIII. INCORPORATOR is: The name and address of the incorporator of this corporation Gerald D. Hartert 0060 Tanager Drive Glenwood Springs, CO 81601 IN WITNESS WHEREOF, the incorporator has subscribed and acknowledged the foregoing Articles of Incorporation this Vsraay of January, 1993. STATE OF COLORADO ss. COUNTY OF GARFIELD Gerald D. Hartert The foregoing instrument was acknowledged before me this j. -T day of January, 1993 by Gerald D. Hartert, as Incorporator. Witness my hand and official seal. My commi f il" ,kires : a NOTARY z4. �= PU L1C 0 " 0 U ' �1 ''�v��1C5Y7Yt�1�e 4 Notary Public STATE OF COLORADO DEPARTMENT OF STATE CERTIFICATE I, NATALIE MEYER, Secretary of State of the State of Colorado hereby, certify that the prerequisites for the issuance of this certificate have been fulfilled in compli- ance with law and are found to conform to law. Accordingly, the undersigned, by virtue of the authority vested in me by law, hereby issues A CERTIFICATE OF INCORPORATION TO LOS ADOBES HOMEOWNERS ASSOCIATION, INC. A NONPROFIT CORPORATION Dated: JANUARY 25, 1993 SECRETARY OF STATE/