Articles of Incorporation
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ARTICLES OF INCORPORATION for WINDSOR PLACE ASS0CIATION INC. KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, having associated ourselves together for the purpose of forming a non-profit corporation under and by virtue of the laws of the State of Arizona, do hereby adopt the following Articles of Incorporation. ARTICLE I - NAME. The name of this corporation shall be WINDSOR PLACE ASSOCIATION, (sometimes referred to as the "Association") ARTICLE II - INCORPORATORS: - The names and addresses of the incorporators are as follows: Bill Bradley 351 B. Thomas Road ##D205 Phoenix, Arizona 85012 Susan Robbins 3l09 E. Thomas Road #E401 Phoenix, Arizona 85012 ARTICLE III - PURPOSE. The purpose for which this corporation is formed is to act as a *residential real estate management association’ within the meaning of section 528 of the Internal Revenue code of 1954, and any amendments thereto; to provide for the maintenance of use common elements and facilities and to act as the council of co-owners (as that term is used in S33-ssl, et seq., Arizona Revised Statutes; for WINDSOR PLACE, a condominium development (the “development”),for the benefit of all the owners of Units therein, as contemplated and provided for in that certain Declaration Submitting Property to Horizontal Property Regime Together with Covenants, Condi- tions and Restrictions for Windsor Place, recorded in Docket 14183, commencing at page 326, and re-recorded in Docket 14308, commencing at page 841, records of Maricopa County, Arizona (“declaration”) or plat therein referred to recorded in book 220 of maps, page 19, records of Maricopa County, Arizona; and to perform all of the duties and obligations and exercise all of the powers and privileges of the Association as set forth the Declaration, and 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 non-profit character of this corporation. No part of the net earnings of this corpora- tion shall inure gather than by acquiring, constructing or providing management, maintenance and care of Association property, and other than by a rebate of excess membership dues, fees or assessments) to the benefit of any member, owner, director or other individual. Notwithstanding any other provisions of these Articles of Incorporation, the Association shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 528 of the Internal Revenue Code of 1954, as amended. ARTICLE IV – INITIAL BUSINESS. The character of the business the corporation intends to conduct initially shall be to act as the council of Co-owners for the development, as -2- set forth in S33-551, et seq., Arizona Revised Statutes, and as the homeowners association assessing its members and pro- viding for the maintenance, repairs and activities for the development as contemplated by and provided in the Declaration. ARTICLE V - MEMBERSHIP. This corporation shall be a non-stock corporation and shall be owned by all of its members who shall also constitute and be collectively called the Association or the council of Co-Owners. No dividends or pecuniary profits shall be paid to its members. An owner's membership in the Association shall be limited to Owners of Units in the development, and all of the Owners of Units in the Development shall be members of the Association. An 0wner's membership in the Association – shall cease and terminate im- mediately, upon the Owner ceasing to be an owner of a unit in the development. Membership in the Association, and any members share, right, title or interest in and to the funds or assets of the Association cannot be transferred, assigned or hypothecated in any manner whatsoever, except as an appurtenance to the member’s ownership of a unit in the development. Each Unit within the development shall be entitled to one vote. Unless the Declaration is amended as provided in subparagraph 21.8 C. (in which case the total number of votes shall be 168), the total number of votes for all members of the Association shall be 157. In the event that more than one Unit is owned by an individual, firm, partnership or corporation, that -3- individual, firm, partnership or corporation shall be entitled one vote for each Unit so owned. Other limitations, privileges, obligations and rights of membership in the Association are set forth in the Declaration. ARTICLE VI - BOARD OF DIRECTORS. The affairs of the Association shall be conducted by an initial Board of Directors consisting of three directors, but as set forth in the By-laws, the number of members of the Board may be in- creased. In addition to the other rights which Declarant (as defined in the Declaration) has, as set forth in the dec- laration, Declarant shall have the right to name all members of the Board of Directors until the date specified in the Declaration. Thereafter, members of the Board shall be elected by the members of the Association at their annual meeting, or a special meeting called for that purpose. Except for Board members designated by declarant, each member of the Board shall be an Owner of a Unit, the spouse of an owner of a Unit, a member of the Unit 0wner°s immediate family or an officer, director, partner or beneficiary or a corporation, partnership or trustee owner. Board members shall serve until their successors are designated by Declarant or elected and qualified, as applicable. On January 2, l980, at 3:00 PM a meeting of the undersigned was held at 1900 Valley Center, Phoenix, Arizona, and the following persons were unainimously elected as the initial Board of Directors, to serve until the first -4- Meeting of the members of the Association (as described in the Declaration) or until their successors are designated by Declarant: Fred Bender Deborah Krell 349 E. Thomas Road ##E301 355 E. Thomas Road ###B202 Phoenix, Arizona 85012 Phoenix, Arizona 85012 Bill Bradley Susan Robbins 351 E. Thomas Road ##D205 349 E. Thomas Road ###E401 Phoenix, Arizona 85012 Phoenix, Arizona 85012 Steve Brown Robert Sherman 353 E. Thomas Road ##C106 1251 N. Miller Road ###105 Phoenix, Arizona 85012 Scottsdale, Arizona 85257 Paul Fuetterer 353 E. Thomas Road ##C107 Phoenix, Arizona 85012 ARTICLE VII – CONFLICT OF INTEREST._ To the maximum extent allowed by applicable law, no contract, agreement, transaction or arrangement between this corporation and any person, organization, partnership or other entity shall be affected or invalidated in any way by the fact that any one or all of one directors or officers of this corporation are pecuniarily or otherwise interested in same, or are the directors partners, officers or other personnel of such other corpor- ation, partnership or entity. No director or officer shall be incapacitated or in any way prohibited from acting or voting by reason of any interest in the contract agreement, trans- action or arrangement: and no person, corporation, partnership or other entity shall be liable to account to this corpora- tion for any profit realized on account of any such contract, agreement, transaction or arrangement by reason of such interest -5- unless it is affirmatively shown that said profit was obtained through actual fraud. ARTICLE VIII – DECLARANT’S RIGHTS. The first meeting of the members of the Association shall be held not later than August 31, 1985 or sixty (60) days after the date on which all of the Units in the development have been conveyed by Declarant to purchasers thereof, or such earlier date as may be designated by Declarant, all as set forth in the Declaration. Until the first meeting of the members or until such time as Declarant has relinquished and/or delegated all or part of its rights and authority, Declarant shall have all of the rights, remedies, privileges _end authority accorded to the Association by the Declaration of these Articles of Incorporation, including but not limited to the right to designate all members of the Board of Directors of the Association. ARTICLE IX - LIMITATIONS. as set forth in the Declaration, the Association is subject to certain limitations, including but not limited to those set forth in part 15 of the Declaration. No amendment to these Articles, nor any action taken by the Association pursuant hereto shall be contrary to, or in conflict with, the limitations#and other matters set forth in the Declaration. ARTICLE X – INCONSISTENCIES. In the event that any part or provision of these Articles of Incorporation are in con- -6- flict or inconsistent with the Declaration, the terms and provisions of the Declaration shall prevail and eupers de such conflicting or inconsistent provisions hereof. ARTICLE XI - AMENDMENTS. Subject to the terms and conditions herein set forth, and expressly subject to the terms and conditions of the declaration, these articles of Incorporation may be amended, altered or repealed only after written notice to all members and upon the affirmative vote of a majority of the votes of the members of the Association then entitled to vote at any regular or special meeting of the Association, in person or by proxy, and after ten (10) days prior written notice to all First Mortgagees (as defined in the Declaration) and, if required by law, after publication in a newspaper having general circulation in Maricopa County, Arizona. Should any amendment materially change the plan of development it shall require the prior consent of all such First Mortgagees. These Articles and any amendments or altera- tions tneréea shall be valid only if consistent with the Declaration, ARTICLE XII – BY-LAWS. The initial By-Laws of the Association may be adopted by the Board of Directors herein designated. Except as otherwise set forth in the By-Laws, amendments, alterations and repeal of the By-Laws may be made only after written notice to all members and upon the affirmative vote of a majority of the votes#of the members of the Association then entitled to vote at any regular or special meeting of the -7- Association, in person or by proxy and after ten (10) days prior written notice to all First Mortgagees (as defined in the Declaration). Should any amendment materially change the plan of development it shall require the prior consent of all such First Mortgagees. The By-Laws and any amendments or alterations thereto shall be valid only if consistent with the Declaration and these Articles of Incorporation. ARTICLE XIII STATUTORY AGENT. This corporation does hereby appoint Rick Ross, 2100 N Central Suite 110 Phoenix, Arizona 850l2, as its initial statutory agent. IN WITNESS WHEREOF, we have hereunto set our hands this ____ day of ______________ , 1983. William Bradley Susan Robbins STATE OF ARIZONA ) ) ss. County of Maricopa ) On this ____ day of ____________19__, before me the undersigned Notary Public, personally appeared WILLIAM BRADLEY and SUSAN ROBBINS, known to be the persons whose names are subscribed to the foregoing instrument and acknowledged that they executed the same for the purposes therein contained Notary Public My Commission Expires -8-
