RANCHO CABRILLO PARCEL F HOMEOWNERS ASSOCIATION, INC.

ARTICLES OF INCORPORATION OF RANCHO CABRILLO PARCEL F HOMEOWNERS ASSOCIATION, INC.
The undersigned, as incorporator, for the purpose of forming a nonprofit corporation (the “Corporation”) under the laws of the State of Arizona, hereby adopts the following Articles of Incorporation (the “Articles”):
ARTICLE I Name The name of the corporation is Rancho Cabrillo Parcel F Homeowners Association, Inc.
ARTICLE II Definitions Capitalized terms used in these Articles of Incorporation without definition shall have the meanings specified for such terms in the Declaration of Covenants, Conditions and Restrictions for Rancho Cabrillo Parcel F, as amended (the “Declaration”), now or hereafter recorded in the Official Records of Maricopa County, Arizona. As used in these Articles, the term “Eligible Votes” means the total number of votes entitled to be cast by Members as of the Record Date for determining the Members entitled to vote at a meeting or in respect of any other lawful action, including, but not limited to, action by written ballot or written consent
ARTICLE III Duration The corporation shall exist perpetually.
ARTICLE IV Purposes The object and purpose for which the Corporation is organized is to provide for the management, maintenance and care of the Common Areas or other property owned by the Corporation and of property placed under the jurisdiction of the Corporation and to perform all duties and exercise all rights imposed upon, granted to or permitted to the Corporation by these Articles of Incorporation or by the Declaration, as amended from time to time. The Corporation shall have the right to do and perform such acts and transact such business in connection with the foregoing objects and purposes as may be necessary, required or appropriate, and to transact any and all lawful business for which nonprofit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time; provided, however, that such business shall conform with the tax-exempt organization requirements of Section 528 of the Internal Revenue Code of 1986, as amended.
ARTICLE V Character of Affairs The Corporation is organized as a nonprofit corporation pursuant to the Arizona Nonprofit Corporation Act. The character of affairs that the corporation initially intends to conduct in Arizona is the fulfillment of all of the Corporation’s duties and responsibilities for the purpose set forth in the Declaration and in Article IV of this Declaration, and the exercise of all of the Corporation’s rights, powers and prerogatives under the Declaration. The Corporation does not contemplate pecuniary gain or profit to the members thereof.
ARTICLE VI Membership/Voting rights; Declarant Control As more particularly provided in the Declaration; each person or entity who is a record Owner of any Lot is entitled to membership and voting rights in the Corporation. All Owners of Lots shall be mandatory members of the Corporation, and no Member shall have the right to resign as a Member of the Corporation. Membership shall automatically be transferred to the new Owner upon the transfer of the Lot. Membership is appurtenant to, and inseparable from, ownership of the Lot. The Declaration provides for two (2) classes of members in the Corporation with different voting rights. As provided in the Declaration, Declarant will be the Class B Member for a period of time and will be entitled to three (3) votes for each Lot it owns. The provisions of the Declaration pertaining to classes of membership and the voting rights of the Members are incorporated in the Articles by reference
ARTICLE VII Statutory Agent The name and address of the initial statutory agent of the corporation is Derrick RE Doba, whose address is 18730 E. Ashridge Dr., Queen Creek, AZ 85242.
ARTICLE VIII Board of Directors and Officers The business, property and affairs of the Corporation shall be managed, controlled and conducted by the Board. The number of directors, who shall serve without compensation, shall be an odd number, not fewer than three (3) nor more than nine (9), as shall be specified in the Bylaws; except that the initial Board (which shall serve until the first vote for members of the Board after the Class B membership has been converted to Class A membership) shall consist of two (2) directors, each of whom shall be appointed (and may be removed and replaced) by Declarant. Except for directors appointed by Declarant, each director shall be a Member or the spouse of a Member. If a director shall cease to meet such qualifications during his term, he will thereupon cease to be a director and his place on the Board shall be deemed vacant. All directors other than those serving on the initial Board shall serve two-year terms. A director shall serve his term until he resigns or is removed and his successor is elected and qualified. The following individuals shall serve as directors until their successors are elected and qualified: Steven S. Robson, 9532 E. Riggs Road, Sun Lakes, AZ 85248; Derrick RE Doba, 24920 S. Dobson Road, Sun Lakes, AZ 85248. The Board shall have the power to adopt and amend Bylaws. The Bylaws shall prescribe, among other things, the date of the annual meeting of the Members of the Corporation. Unless otherwise required by these Articles, the Declaration or by applicable law, the acts of a majority of the directors present at a meeting at which a quorum is present shall constitute an act of the Board. The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board may desire. All officers of the Corporation shall be elected by the Board of Directors. The officers of the Corporation shall have those powers, duties and responsibilities provided in the Bylaws.
ARTICLE IX Incorporator The name and address of the incorporator is: Steven S. Robson, 9532 E. Riggs Road, Sun Lakes, AZ 85248.
ARTICLE X Private Property The Members, directors and officers of the Corporation shall not be individually or personally liable for the debts or other liabilities of the Corporation, and the Private Property of the members, directors and officers of the Corporation shall be forever exempt from corporate debts and liabilities of every kind whatsoever.
ARTICLE XI Indemnification To the fullest extent permitted by law, including but not limited to Arizona Revised Statutes Section 10-3202(B)(2), as amended, the Corporation shall indemnify each of its committee members, directors and officers, and employees or agents and former committee members, against expenses incurred by them, including legal fees incurred by and judgments and penalties rendered or levied against, each such person in any legal actions brought against each such person for acts or omissions alleged to have been committed by such person while acting within the scope of such person’s authority as a committee member, director or officer of this Corporation, or exercising the powers of the Board. Any indemnification of the members directors, officers, employees or agents of the corporation shall be governed by and made in accordance with the provisions of the Arizona Revised Statutes pertaining to nonprofit corporations, including, without limitation, A.R.S. Section 10-3850 – 10-3858. Any repeal or modification of this Article XI shall be prospective only and shall not adversely effect, defeat or limit the right of any person to indemnification for any act or failure to act occurring prior to the effective date of such repeal or modification.
ARTICLE XII Limitation of Director Liability No director of the Corporation shall be personally liable to the Corporation or its members for monetary damages for any action taken or failure to take an action as a director; provided, however, that this Article shall not eliminate or limit the liability of a director for (a) the amount of a financial benefit received by a director to which the director is not entitled; (b) an intentional infliction of harm on the Corporation or the members; (c) a violation of Arizona Revised Statutes Section 10-3833 (Liability for Unlawful Distributions); (d) an intentional violation of criminal law; or (e) any other matter set out in Arizona Revised Statutes Section 10-3202(B)(1), as amended, or otherwise in the law, as an act or omission for which liability of a director may not be eliminated or limited.
ARTICLE XIII Known Place of Business The known place of business of the Corporation shall initially be located at 24920 S. Dobson Road, Sun Lakes, AZ 85248. The Corporation may establish such different or other offices or locations, both within and outside the State of Arizona, as the Board may from time to time designate.
ARTICLE XIV Amendments These Articles of Incorporation may be amended only with the approval of both (a) the Owners representing not less than two-thirds (2/3) of the Eligible Votes, and (b) Declarant so long as there is a Class B Membership; except that Declarant, without approval of the Owners, may amend these Articles of Incorporation as may be required by HUD (FHA), VA, FHLMC or FNMA, or any government agency whose requests such amendment as a condition of approving the Articles, or any federally chartered lending institution which requests such amendment as a condition to lending funds upon the security of the Lots, or as may be appropriate in the event of any such requested amendment to permit the Declarant to retain control of the Association and its activities until the Declarant’s Class B Membership ceases.
ARTICLE XV Conflicts In the event of any conflict or inconsistency between the Declaration, as amended, and these Articles, as amended, the Declaration shall govern and control.
ARTICLE XVI Government Approval Notwithstanding anything to the contrary contained in these Articles of Incorporation, annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dissolution and amendment of the Articles of Incorporation shall require the prior approval of HUD (FHA) or Veterans Administration so long as there is a Class B Membership, if HUD (FHA) or Veterans Administration has previously approved these Articles of Incorporation.
ARTICLE XVII Dissolution; Distribution of Assets The Corporation may be dissolved with the assent given in writing and signed by Members representing not less than two-thirds (2/3) of the Eligible Votes. If the Corporation is dissolved, the assets of the Corporation shall be distributed in compliance with the laws of the State of Arizona to a public body or non-profit organization with purposes similar to those of this Corporation.
IN WITNESS WHEREOF the undersigned incorporator has executed these Articles of Incorporation this 19th day of January, 2011. /s/ Steven S. Robson, Incorporator.
2/4, 2/11, 2/18, 2011 editions Arizona Capitol Times