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AZ CCRP CINM3 2 5179

SEP 212005

'4UE .L WILMER TUC z 520 1884 1194 II) t) ah rAi

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--FILE NO.

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ARTICLES OF INCORPORATION

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FOR

SANTA RITA RANCH H DEL TORO COMMUNITY ASSOCIATIO N

ARTICLE fNAME AND PERPETUAL DURATION

The name of the corporation is Santa Rite Ranch 11 'Tel Toro Ccrr nvnityAssociation, herei<ratter called the *Corporation* . The Corpa-atIon is a raraprofi tcorporation under Arizona law. The period of duration stall be pa, petual.

ARTICLE IISTATUTORY. AGENT

Peter Arenoff, whose address is 8340 N. Campbell . Suila 100, 'Tucson, Altoon a85718, Is the statutory agent of this Corporation .

ARTICLE UIADDRESS OF rtE QORpOR►T10$

The address of the known place of bushes* of the Corporation Is 8340 N .Campbell, suite 100, Tucson, Arizona 85719.

.ARTICLE NPU

E

PO1N S OF 'ftiTla CO

E

This Corporation does not contemplAde pecuniary gain cr profit to the Membersthereaf, and the specific purposes for which it is formed am to promote the health ,safety and welfare of Its Members and to provide for architectural contro l . of the CoveredProperty, as that term in defined in that certain Declaration of covenants, conditions ,Restrictions and Easements for Santa Rita Ranch It recorded in the office of the PimaCounty Recorder (the "OaclaraEonw). The Corporation shell also provide for th emaintenance and preservation of certain other Common Ares and other areas ofrssponaaibiitty of the Corporation. Any capita zed terms not otherwise defined herei nshatl have the meanings easigned to therm by the Dectaratlon .

The Corporation shall have the power to pertle'pate in mergers andcc nsolkiatio with other corporations organized for the same purposes or anne xadditional residential property, streets, roadways or aiteys . Anneoration, except as

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aihenvlia provided In the Declaration . shall have the assert a1 3'1 least seventy-fivepercent. (76%) of the votes a nthled to be cast by the Membership .

The Corporation shall not carry on arty activities not permitted to be carried on b ya homeowners association exempt ham Federal Income Tax under Section 628 of th einternal Revenue Code of 1966 or the corresponding provistonls ci any Ahura Unite dStates Revenue Law.

ARTS VMEMBERSHIP

h4embershlp shalt be determined as provided ih the DecI .ration. Each Owlet'sMembership In the Association, except for Declarant as provided in the Declaration ,shad be appurtenant to and may not be separated from owners hip of the Lot to whic hthe Membership Is attributable .

AR1 CLE ViVotNG 8TT

The Members' voting rights std be determined as provided in the Declaration.There shall be two (2) classes of membership, Class A and Chem B, with the Clots Bconverting to Class A as more specifically provided in the Dot :ion on. The Class B shallbe the Declarant and any Declarant Affiliate (as defined In the Declaration), and theClass A shall be all other Owners of Lots within the Covered Property, except that th eClass B shall convert to Class A as provided in the Declaration . Voting shall hR a sdatamisted to the Bylaws acid in the Declaration, with the Mee E3 member having suchrights end privileges as contained therein, Inducing tights durim : the DeelsrantPeeled, and right to disapprove done ofthe Ward

ofDirectors the Corporation

. Central

ARTICLE Viitt+rrTL L„_ fi1 1NE$S

The character of business that the Corporation initially Intends actually to conduc tIn this state is the operation of a homeowners aosooletion and the maintenance of suc hCommon Areas and other properties as may be described In Ma Declaration as areas o freaponsibIlity of the Corporation,

ARTICLE AIMBA

The number, qualifications and term of each of 'the Diatoms shall be peesided i nthe Bytaws of the Corporation . The name and eddreases ,,f eta persons elected toserve as Directors until the next annual meeting of Member, •ir until their successor sare elected and qurrliiled are :

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Peter Ara toff6340 N, Campbell, Suite 100Tucson, Ntzona 8571 8E.rio Abrams2471 East & Street, #2Tucson, Artana 8671 8

David Goldstein2203 Cad River Road, #11 5Tucson, Arizona 6718

ARTICLE tXORIGIN yHMPOR Ot:S

The original incorporatorwas Peter AronfAI whose addrsa:1 is 634C N . C3rltpbel ,Sine 1 oa, Tucson, Arizona, 85718 .

ARTICLE XP1S LM.

The Corporation may be ctrsaotved only In accordance with the provlsiorss of theDeclaration and in accordance with the Arizona law. Any dissolution shad be approvedto writing by the holders of not less than seventy-live (75%) percent of the total Class Avotes in the Association, and the consent et the Declarant so iotifi as )t owns any portio nof the Covered Property or se long as provided In the De c aaaibn, Upon dissolution ,ether than incident to a Merger or consolidation, the assets :Oa be dedicated to anappropriate pubiic agency to be used for purposes similar tyt those for which thisCorporation was created, to the event that atich dedtoetlon is r fused acceptance, theassets shall be granted, conveyed and asalgned to any nonprofit corporation ,association, trust, or other organization b be devoted to such similar purposes .

ARTICLE XILIMIT TOM OF D1itECTpRS'UA>Itr

The personal Habalty of the Maxim to the Corporation if air monetary damage forany action or failure to take any action as a director ♦s elimbsted to the Mast extan tpermitted by A.R.S. §103202, j8X1), his ft may hereafter be anrr nded or renumbered, o rthe emalogoua provision of any future Arizona nonprofit corporteion code .

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ARTICLE XO

The Corporation shall indemnify any person against fl ility end expenses ,includina without limitation, attorneys' fees, judgment % fines and amounts paid I nsettlement, actually and rhaasonsbty ,Memel or Incurred by neaeon of the fart tha tWshe Is or was a director, off'i :sr, employee or agent of the Corporation, or is or wasserving at the request at the Corporation as a direr, offloor, partner, trustee ,employee or agent of another corporation, partnership, pint w►rture, Cruet, employe ebenefit plan or other entity, In all cirtwrnstartoas tri Which, and to the extent that, suc hInde nIfletlon is perrnitted by A .R.S. §10.3861 and 0.3858, an such provisions mayhereafter be amended or renumbered, or the andogous provlrlicn of any futu re Arizon anonprofit corporation code. Any inden,niticatian hereunder shall be made by theCorporation only as authorized by the Board of Dbeetara purewetto AR8. 00-3855,as k may hereafter be amended or. renumbered, or tie anatoftot provision of an yfuture Arizona nonprofit corporation coots.

The Corporation shall have the power to purchase and maintain Insurance o nbehalf of any person who Is or was a director or officer of tie Corporation, or wa sserving at the request of 'tha Corporation as a director or ofBotr, against rimy flabilttywarted :against him and icvurred by him in any such capacti f or arising out of hi sstatus as such whether or not the Corporation would have had the power to indemnif yhim against such liability under this Article.

The Indenorifeafion herein above permitted shill not be rrr;clusive of any rights towhich any director or officer of the Corporation may otherwise be entitled to by lawincluding inanclatory lndemnificattort underA .R.8. §104682.

ARTICLE M NONN E:RESQUONN_

As more specttioally set igrth In the dispute r on secs ions of the Deolnratian,the Corporation is Iimtted In the manner in which it rney t ttklg civil actives . Theprocedures prescribed in the Dwdsratton are In addition to and shah not be construed toconflict with any requiremer> s under the laws of the Suite of Aileen .

ARTICLE XIv

A. class B Member. Prior to termination - the Declarant ControlPeriod, the Class B Member may unitaieratiy amend these , e;rtdes. Thereafter. theGltteB B Member may unilaterally amend theca Articles at any time and from time t otarty if such amendment is necassary (i) to bring any provisiori `nto cornplanos with anyapplicable governments' statute, rule or regulation, or judicial determination; (N) toenable any reputable tide Insurance company to Issue title insurance coverage on th eLots; or (ply to enable any i tttutionsi or 'governmental tenter, ptstt>aser . Insurer or

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gua trartbr of mortgage loans, including, for example, the Feder el Natural MortgageAssociation or Feet Home Loan Mortgage Corporation, to make, purchase, lrtsura orguarantee mortgage loans on the Lots. So long as the Gass IS Membe rship exists, theClass B Mercer may unilaterally amend these Motes for any a*er purpose, providedthe amendment ha* no material adverse effect upon any right of any Member.

B. fly Me,g lhi. Except as provided above, these Articlesmay be amended only by the affirmative vote or written consort', or any corrrbic nhereof, of Voting Members representing 51% of the total C s A motes h th eAssociation, and the Ocneerd of the Deciarwrt so long as it hoida a Class A or Om B

Membarsl',ip . in addition, the approval requirements set forth In the Declaration sha g bamet, if applicable. Notwithstanding the above, the percentage of votes ne aeaary toamend a specific claw shall not be less than the prescribed percentage of aflrmativevotes required for action to be taken under that clause .

C. Validity 9fAte. No amendment my rernaave, re eke, armodify/ any right or privilege of Declarant or the Class B Member without the writte nconsent of Dedatrant. the Class $ Member, or the assignee of strrh right or privilege.

ARTICLE XVMONA

In the case of any canfllct between the terms hereof g ird the Declaration. theDeclaration shall always control, and in the awe of a ooMtld with the Bylaws, thes eArtless of Incorporation shall control .

DATED':

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CANT OP STATUTORY AGENT

Peter Aronoff , havfnO been demoted to act as 9ta1t, olY Agsnt, herebyconsents to sot in that capedty until removed mite resignation is *Amanda

DATED . 1-.fa-05

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