Loading...
HomeMy WebLinkAbout2.0 Articles of incorporationARTICLES OF INCORPORATION OF AUBURN RIDGE CONDOMINIUM ASSOCIATION The undersigned, a natural person over the age of eighteen (18) years, hereby establishes a nonprofit corporation pursuant to Title 7 of the Colorado Revised Statutes, as amended, and adopts the following Articles of Incorporation: ARTICLE I Corporate Name The name of the corporation shall be the Auburn Ridge Condominium Association (the "Association"). ARTICLE II Registered Address and Agent The initial address of the Association's initial registered office is 0228 Auburn Ridge Lane, Glenwood Springs, Colorado 81601. The name of the initial registered agent at such address is Walter E. Brown III. ARTICLE III Incorporators The name and address of the incorporator is Walter E. Brown III, 1120 Grand Avenue, Glenwood Springs, Colorado 81601. ARTICLE IV Duration The corporation shall have perpetual existence. ARTICLE V Purposes and Powers This Association does not contemplate pecuniary gain or profit to the Members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the Units, Residences and Common Elements of the property known as the Auburn Ridge Condominiums, 0228 Auburn Ridge Lane, Glenwood Springs, Colorado, more particularly described in the Condominium Map recorded or to be recorded in the Records of the Garfield County Clerk and Recorder (the "property"), and to promote the health, safety and welfare of the residents within the property and any additions thereto as may hereafter be brought within the jurisdiction of this Association and for these purposes to: -1- (a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Condominium Declaration for the Auburn Ridge Condominiums (the "Declaration ") applicable to the property, or a portion thereof, and recorded or to be recorded in the Office of the Garfield County Clerk and Recorder, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length (terms which are defined in the Declaration shall have the same meanings herein unless otherwise defined): (b) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association; (c) acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association, provided that no conveyance, sale, transfer or dedication will be effective unless approved by two - thirds (2/3) of each class of Members, as hereinafter described, and by all First Mortgagees of Units; (d) borrow money, and with the assent of two - thirds (2/3) of each class of Members and all First Mortgagees of Units, mortgage, pledge, deed in trust or hypothecate any or all of it's real or personal property as security for money borrowed or debts incurred; (e) dedicate, sell or transfer all or any part of the Common Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the Members, and grant easements for public utilities and other purposes consistent with the intended use of the Common Area, provided that no such dedication, sale or transfer shall be effective unless first approved by two - thirds (2/3) of each class of Members and by all First Mortgagees of Units, and further provided that the granting of easements as provided herein shall not be deemed a transfer within the meaning of this subsection (e); (f) participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or -2- annex additional residential property and common area, subject to the prior written approval of the Federal Housing Administration or Veterans Administration while there is a Class B membership, provided that any merger or consolidation shall have the assent of two - thirds (2/3) of each class of Members; (g) manage, control, operate, maintain, repair and improve the Common Elements; (h) enforce covenants, restrictions and conditions affecting any property to the extent this corporation may be authorized under the Declaration; (i) engage in activities which will actively foster, promote and advance the common ownership interests of Owners of Units; (j) 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 this Association, with or in association with any person, firm, association, corporation or other entity or agency, public or private; (k) adopt, alter and amend or repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of this Association, provided, however, that such Bylaws may not be inconsistent with or contrary to any provisions of these Articles of Incorporation or the Declaration; and (1) have and exercise any and all powers, rights, and privileges which a corporation organized under the Colorado Nonprofit Corporation Act by law may now or hereafter have or exercise. In furtherance of the foregoing purposes, the Association shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon nonprofit corporations organized under the laws of Colorado. In addition, it may do everything necessary, suitable or proper for the accomplishment of any of its corporate purposes. ARTICLE VI Membership Every person or entity who is a record owner of a fee or undivided fee interest in any Unit which is now or hereafter subject to the Declaration, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security -3- for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Unit which is subject to assessment by the Association. A transfer of membership, including all rights of an Owner with respect to the Common Elements, shall occur automatically upon the transfer of title to the Unit to which the membership pertains. The Association may suspend the voting rights of a Member for failure to comply with rules and regulations of the Bylaws of the Association or with any other obligations of the Owners of a Unit under the Declaration. All Members shall be entitled to vote on all matters, except any Members who are in default in any obligations to the Association. Cumulative voting is prohibited. ARTICLE VII Voting Rights The Association shall have two classes of voting membership: Class A. Class A Members shall be all Owners, with the exception of the Declarant, and shall be entitled to one vote for each unit owned. When more than one person holds an interest in any Unit, all such persons shall be Members. The vote of such Unit shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any such Unit. Class B. The Class B Member(s) shall be the Declarant (as defined in the Declaration), and shall be entitled to three (3) votes for each Unit owned which is neither leased, nor rented, nor otherwise occupied. Leasing, renting or allowing entry for occupancy shall terminate the Declarant's weighted voting advantage in relation to any Unit so leased, rented or occupied, and will limit Declarant in relation to any such Units to the same voting rights as a Class A Member. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier: (a) 120 days after the date when the total votes outstanding in the Class A membership equals the total votes outstanding in the Class B membership; or (b) on January 1, 2000. ARTICLE VIII Board of Directors The affairs of this Association shall be managed by a Board of three (3) directors, who need not be Members of the Association. The number of Directors may be changed by amendment of the Bylaws of the Association. The name and address of the person who is to -4- act in the capacity of director until the selection of his successors is: Joseph Corda 3701 E. Baseline Road, Suite 106 -192 Gilbert, AZ 85234 At the first annual meeting, the Members shall elect one director for a one -year term, and at each annual meeting thereafter the Members shall elect the same number of directors as there are directors whose terms are expiring at the time of each election, for terms of three years. ARTICLE IX Officers The Board of Directors may appoint a President, one or more Vice- Presidents, a Secretary, a Treasurer and such other officers as the Board, in accordance with the provisions of the Bylaws, believes will be in the best interests of the corporation. The officers shall have such duties as may be prescribed in the Bylaws of the corporation and shall serve at the pleasure of the Board of Directors. ARTICLE X Dissolution The Association may be dissolved with the assent given in writing and signed by not less than two- thirds (2/3) of each class of Members. Upon dissolution of the Association other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes. ARTICLE XI Amendments Amendment of these Articles shall require the assent of three - fourths (3/4) of each class of Members, provided, however, that no amendment to these Articles of Incorporation shall be contrary to or inconsistent with any provision of the Declaration. ARTICLE XII Nonprofit Status -5- No part of the income or net earnings of the corporation shall inure to the benefit or be distributable to any member, director, or officer of the corporation or any other corporation or private individual; however, reasonable compensation may be paid for services actually rendered to or for the corporation and any officer, director, agent or employee, or any other person or corporation, may be reimbursed for expenses advanced or incurred for the corporation's benefit upon authorization of the Board of Directors. No member, director or officer of the corporation, nor any other corporation or private individual, shall be entitled to share in any distribution of any of the corporate assets upon dissolution of the corporation or otherwise, except as hereinafter expressly set forth. No substantial part of the activities of the corporation shall consist of carrying on lobbying activities, propaganda campaigns or other activities designed to influence legislation. The corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office. Upon dissolution of the corporation, all of its assets remaining after payment of liabilities, shall be paid over and transferred to one or more exempt organizations as are qualified for exemption from Federal income taxes under Section 501 of the Internal Revenue Code, except that all open spaces, common areas and other property appurtenant to, used in connection with, or necessary for the convenient use and occupation of the real property of the Members, shall be returned, transferred or conveyed to such Members in accordance with the provisions of Article VI of these Articles of Incorporation. The proceedings of dissolution shall be conducted in accordance with Article 26, Title 7 of the Colorado Revised Statutes, as amended. Notwithstanding any other provision hereof, this corporation shall not conduct or carry on any activities not permitted nor receive any income which is prohibited under the applicable provisions of Section 501 of the Internal Revenue Code, as amended. ARTICLE XIII FHA /VA Approval As long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dedication of Common Area, dissolution and amendment of these Articles. IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Colorado, the undersigned, the incorporator of this Association, has executed these Articles of Incorporation this day of , 1994. -6- State of Colorado ) j ss County of Garfield ) Subscribed and sworn to before me this day of , 1994 by Walter E. Brown III. My commission expires: Notary Public Address of Notary