Pine Terrace Homeowners Association, a Colorado nonprofit corporation, having its principal office at 6 Heather Drive, Colorado Springs, Colorado 80906 (hereinafter referred to as the "Corporation') hereby certifies to the Secretary of State of Colorado that:
FIRST: The Corporation desires to amend and restate its Articles of Incorporation as currently in effect as hereinafter provided.
SECOND: The provisions set forth in these Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto. These Amended and Restated Articles of Incorporation correctly set forth the provisions of the Articles of Incorporation, as amended.
THIRD: The Articles of Incorporation of the Corporation are hereby amended by striking in their all provision therein, and by substituting in lieu thereof, the following:
ARTICLE I - NAME
The name of the corporation is PINE TERRACE HOMEOWNERS ASSOCIATION.
ARTICLE II - DURATION
This corporation shall exist perpetually unless dissolved according to law.
ARTICLE III - GENERAL
This corporation is one which does not contemplate pecuniary gain or profit to the members of the corporation and is organized for nonprofit purposes.
ARTICLE IV - PURPOSES
The purposes for which the Corporation is formed are as follows:
A. The corporation is organized exclusively for the purpose of constituting the Association to which reference is made in that certain "Declaration of Covenants, Conditions and Restrictions Affecting the Real Property known as Pine Terrace Phase One," as the same has been amended and supplemented and as the same may be amended and/or restated by documents recorded in the Office of the Clerk and Recorder for El Paso County, Colorado ("Declaration").
B. To operate the common interest community known as "Pine Terrace" (the "Community") which includes certain real property described in the Declaration (the "Property") in accordance with the requirements for an association of owners charged with the administration of property under those applicable provisions of the Colorado Common Interest Ownership Act, § 38-33.3-101. et seq., as amended ("CCIOA") and other applicable statues and laws of the State of Colorado, including, but not limited to, the Colorado Revised Nonprofit Corporation Act, §7-121-101, et. seq., (the "Act").
C. To engage in any or all of the following specific activities:
i. The acquisition, construction, management, supervision, care, operation, maintenance, renewal and protection of all real and personal property and facilities, installations and appurtenances thereto within the Community or which serve the Community and located outside the Community, and, insofar as permitted by law, to do any other thing that, in the opinion of the Board of Directors, will promote the common benefit and enjoyment of the residents of the Community, and to preserve and enhance the value of such Property. In furtherance of this duty in order to carry out its responsibilities, the Board shall have the authority to approve expenditures in such amounts it deems necessary or advisable.
ii. The enforcement of any and all covenants, restrictions and agreements applicable to the Community, including but not limited to, those set forth in the Declaration as it may be amended from time to time.
iii. The enforcement of any and all applicable provisions of CCIOA, including but not limited to, the statutory lien created pursuant to Section 316 of CCIOA. This statutory lien is created by recording of the Declaration and is prior, in part, to all liens and encumbrances recorded on or after July I, 1992 except the lien for real property taxes and other governmental liens specifically made prior by Colorado state law.
iv. The preparation of estimates and budgets of the costs and expenses of rendering these services and the performance, or contracting or entering into agreements for this performance, as provided for in or contemplated by this subparagraph (iv); the apportionment of these estimated costs and expenses among the Owners; and the collection of these costs and expenses from the Owners obligated to assume or bear the same; the payment of any surplus into reserves or operations; and, upon a majority vote of Owners (as defined in the Bylaws) the borrowing of money
for the Corporation's purposes, pledging as security the income due from Owners and from others, the property of the Corporation and the Common Elements of the Community.
v. The promulgation and enforcement of any and all covenants, restrictions, rules and regulations and agreements applicable to the Community.
vi. The performance of all other and additional services and acts as are usually performed by managers or managing agents of real estate developments, including, without limitation, keeping or causing to be kept, appropriate books and records, preparing and filing necessary reports and returns, and making or causing to be made audits of books and accounts.
vii. The engagement of a manager or managing agent, legal counsel, auditors, accountants, appraisers and other persons or services that may he necessary for or incidental to any of the activities described in these Articles of Incorporation.
viii. The administration of all insurance policies obtained in accordance with the Declaration, the Bylaws, and the Rules, including the requirement that all Owners obtain an insurance policy for such Owner's Unit.
D. To do and perform, or cause to be performed, all other necessary acts and services suitable or incidental to any of the foregoing purposes and objects to the fullest extent permitted by law, and to acquire, sell, mortgage, lease or encumber any real or personal property for these purposes.
E. To promote the safety, welfare and common benefit of the residents of the Community.
F. To suspend voting and membership rights for violation of provisions of the Declaration or other Governing Documents upon written notice to the member/Owner which notice and procedure is hereby acknowledged by all member/Owners to be fair and reasonable.
G. To eliminate or limit liability of members of the Board of Directors, committees and officers to the greatest extent allowed by applicable Colorado law, and as more particularly provided in the Bylaws of the Corporation.
H. To do any and all permitted acts, and to have and to exercise any and all powers, rights and privileges which are granted to a common interest community under the CCIOA, the Declaration, the Bylaws, and the State of Colorado.
I. To do any and all permitted acts, and to have and to exercise any and all powers, rights and privileges which are granted to a nonprofit corporation organized pursuant to the Act, as the same may be amended from time to time.
The foregoing statements of purpose shall be construed as statements of both purposes and powers. The purposes and powers stated in each clause shall not be limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be broadly construed as independent purposes and powers.
ARTICLE V - NO PRIVATE BENEFIT
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to the members, managers, or officers of the corporation, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to it and to make payments and distributions in furtherance of the purposes set forth in Article IV of these Articles.
ARTICLE VI - DISTRIBUTION OF ASSETS UPON DISSOLUTION
In the event of the dissolution of this unit owners' association as a corporation, either voluntarily or involuntarily by the members hereof, by operation of law or otherwise, then the assets of the Corporation shall be deemed to be owned by the members at the date of dissolution, as a part of their Unit, in proportion to their allocated interests, unless otherwise agreed or provided by law. Dissolution of all assets of the Corporation shall be in accordance with the CCIOA.
ARTICLE VII - MEMBERS
Any person who holds title to a Unit in the Community shall be a member of the Corporation. There shall be one membership for each Unit owned within the Community, which membership shall be automatically transferred upon the conveyance of that Unit. The vote to which a member in good standing is entitled is the number of votes assigned to the Unit in the Declaration and shall be cast in accordance with the Bylaws of the Corporation.
ARTICLE VIII - REGISTERED OFFICE AND AGENT
The registered office of the corporation is: 3178 Westcliff Drive East, Colorado Springs, Colorado 80906 and the registered agent at such address is Dan Rees.
ARTICLE IX - BOARD OF DIRECTORS
The Board of Directors currently consists of seven (7) directors. This number may be changed at anytime and from time to time by amendment of the Bylaws.
ARTICLE X - CONVEYANCES AND ENCUMBRANCES
Corporate property may be conveyed or encumbered by authority of the Board of Directors or by such person or persons to whom such authority may be delegated by resolution of the Board. Conveyances or encumbrances shall be by an instrument executed by the President or a Vice President and by the Secretary/Treasurer, or executed by such other person or persons to whom such authority may be delegated by the Board.
ARTICLE XI - PRINCIPAL PLACE OF BUSINESS
The Board of Directors shall designate the principal place of business of the Corporation from time to time. The place of business as of the date hereof is: 6 West Heather Drive, Colorado Springs, Colorado 80906.
ARTICLE XII - AMENDMENTS
Amendments to these Articles of Incorporation shall be adopted, by a majority vote of the members who are present at a meeting (as that phrase is defined in the Bylaws) or who cast a vote by written ballot, and approval of the Board of Directors, provided, however, that no amendment to these Articles of Incorporation shall be contrary to or inconsistent with the provisions of the Declaration.
ARTICLE XIII - INTERPRETATION
Express reference is hereby made to the terms and provisions of the Declaration, which shall be referred to when necessary to interpret, construe or clarify the provisions of these Articles. In the event of conflict, the terms of the Declaration shall control over these Articles of Incorporation. In the event of a conflict between the Corporation's Bylaws and these Articles, these Articles shall control
FOURTH: By resolution of the Board of Directors, pursuant to, and in accordance with Colorado law, the Board of Directors of the Corporation duty recommended the foregoing Amended and Restated Articles of Incorporation. Further, these Amended and Restated Articles of Incorporation were approved by the number of votes required by Colorado law and the original Articles of Incorporation of the Corporation.
FIFTH: The requisite percentage of Owners/Members of the Corporation have duly approved the foregoing Amended and Restated Articles of Incorporation.
IN WITNESS WHEREOF, the president and secretary have signed these Amended and Restated Articles of Incorporation and acknowledge that these are the act and deed of the Pine Terrace Homeowners Association and under the penalties of perjury, that the matters and facts set forth herein with respect to authorization and approval are true in all material respects to the best of his knowledge, information and belief.
PINE TERRACE HOMEOWNERS ASSOCIATION, a Colorado nonprofit corporation
by: /s/ James B. Hayes, Its President.
Dated: August 16, 2005