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ARTICLES OF INCORPORATION
OF
GREEN VALLEY DESERT MEADOWS II INC.
We, the undersigned, desiring to form a non-profit corporation in
accordance with Arizona Revised Statutes Title 10, do hereby
associate ourselves together for that purpose, and adopt the
following articles of Incorporation. |
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ARTICLE
I
INCORPORATORS
,
The
names and addresses of the incorporators are:
Walter Hahn - 1561 South San Luis, Green Valley, Arizona, 85614 Hans
Hoel -1511 South San Carla, Green Valley Arizona, 85614
Douglas B. Luckey - 132 East Santa Inez, Green Valley, Arizona,
85614 Joe McCoy - 1411 San Carla, Green Valley, Arizona, 85614.
Arch Meredith - 1632 South Abrego Drive, Green Valley, Arizona,
85614. Wesley J. Sayer - 1311 South San Carla. Green Valley,
Arizona, 85614. S. E. Sudduth - 1651 South San Luis, Green Valley,
Arizona, 85614 Edward Valentine - 1641 South San Luis, Green Valley,
Arizona, 85614 Jean Weber - 34 Santa Inez, Green Valley, Arizona,
85614.
ARTICLE II
The name of the corporation shall be Green Valley Desert Meadows II,
Inc.
ARTICLE III
PLACE OF BUSINESS
The
principal place of business of the corporation shall be 1632 S.
Abrego Drive, Green Valley, Pima County, Arizona.
ARTICLE IV
TIME OF COMMENCEMENT
The Time of commencement of this corporation shall be the date of
which the Certificate of Incorporation was issued by the Arizona
Corporation Commission and it shall terminate twenty-five years
thereafter, unless renewed in the manner provided by law.
ARTICLE V
OBJECTS OF CORPORATION
SECTION 1.
The object of the corporation is to give effect to any valid
conditions and restrictions of record affecting that certain
subdivision in Pima County, Arizona, designated Green Valley Desert
Meadows II, and to perform the functions, the duties, and exercise
the powers of the property owners' association as described in the
recorded Declarations of Establishment of conditions and
restrictions and to exercise all powers not prohibited by law to a
non-profit corporation, all powers which may be deemed by its
officers and directors to be necessary to its objects and purposes
and all powers which may reasonably be implied from the above
language, having the same powers in all such respects as an
individual might have.
SECTION 2.
The corporation may, insofar as permitted by law, establish, modify,
alter and enforce such rules regulations as may be necessary to
promote and sustain the stated objects and purposes for which this
corporation is organized, provided that any such rule may not
abrogate the condition or restriction imposed on any property by
Deed Restrictions of record. |
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ARTICLE
VI
SECTION
1.
The annual meeting shall be held on the second Tuesday in February.
SECTION 2.
Special meetings shall be held at any time upon written request of
25% of the membership. Said meeting shall be held within thirty days
of receipt of said request by the Board of Directors. Special
meetings may also be called upon a majority vote of the Board of
Directors.
SECTION 3.
Notice of a special meeting shall be by the publication of a notice
in one issue of a newspaper of general circulation in Green Valley,
Arizona. Said issue to be not more than 14 days and not less than 7
days prior to said meeting.
ARTICLE VII
SECTION 1.
There shall be no capital stock of the corporation. Participation
shall be limited to membership in the corporation as provided in
Section 2 of this Article.
SECTION 2.
Every person or legal entity, who is a record owner of any dwelling
unit or vacant lot within Green Valley Desert Meadows H, except the
developer or its successor, shall be a member.
SECTION.3.
Each member in good standing shall be entitled to one vote for each
dwelling unit or vacant lot owned, provided, that if more than one
member is the owner of a single dwelling unit or vacant lot, said
joint owners shall be entitled to one vote. Fractional votes shall
not be recognized.
SECTION 4.
The rights and privileges of membership are subject to the payment
of assessments levied by the corporation, the obligation of which is
imposed against each owner of, and becomes a lien upon, the property
against which such assessments are made as provided by the Deed
Restrictions to which the properties are subject.
SECTION 5.
The rights and privileges of a member shall be automatically
suspended when any assessment of his is delinquent for more than
thirty days. However, upon payment of such assessments, together
with reasonable costs of collection, interest and attorneys fees
either assessed by the Board of Directors or imposed by the Court,
he/she shall become a member in good standing and his rights and
privileges shall be automatically restored.
ARTICLE VIII
BOARD OF DIRECTORS
SECTION 1.
The affairs of this corporation shall be conducted by a Board of
Directors consisting of three to nine persons, to be elected for a
term of three years. Such Directors shall serve for the term for
which they are elected and until their successors are elected and
qualified.
Any vacancy on the Board of Directors may be filled by a majority
vote of the remaining members of the Board until the next annual
election. |
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SECTION 2.
The first election was held March 22. 1976, and the following
persons were elected members of the Board of Directors:
Walter Hahn Hans Hoel Douglas B. Luckey Joe McCoy Arch Merideth
Wesley J. Sayer S. E. Sudduth Jean Weber Edward Valentine
Each
annual election hereafter shall be held during the annual meeting.
ARTICLE IX
The officers of the corporation shall consist of a President, a
Vice-President, a Secretary and a Treasurer, and such other
officers, as may be determined from time to time by the Board of
Directors of the corporation. Such officers shall be elected by and
from the members of the Board of Directors at the annual meeting of
the Board Directors.
ARTICLE X
Members of the corporation shall pay an annual assessment as
determined by the Board of Directors, unless said assessment is
changed by a two-thirds vote of those members voting at either a
special or annual meeting, when notified in accordance with the
By-laws.
ARTICLE XI
The maximum amount of indebtedness or liability, direct or
contingent, to which the corporation may be subject, shall be Two
Thousand Five Hundred Dollars.
ARTICLE XII
ORGANIZED NOT FOR PROFIT
This corporation is not organized with pecuniary profit as its
object and the members thereof shall have no individual or separate
interests in any of the property, assets or profits of the
corporation.
ARTICLE
XIII
LIABILITY OF MEMBERS
The private property of the members of the corporation shall forever
be exempt from corporate debts and no member of officer shall be
individually liable or responsible for any debts or liabilities of
the corporation. |
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ARTICLE
XIV
AMENDMENTS TO
ARTICLES OF INCORPORATION
The Articles of this corporation may be amended at either a special
or annual meeting by a two-thirds vote of members voting when
notified in accordance with the By-laws: provided that no amendment
shall be in conflict with the recorded Deed Restrictions.
ARTICLE XV
AMENDMENT TO BY-LAWS
The
By-laws of the corporation may be amended by a two-thirds vote of
those members voting at either a special or annual meeting when
notified in accordance with the By-laws, provided that no bylaw
shall be in conflict with the Articles of Incorporation or the
recorded Deed Restrictions.
ARTICLE XVI
AMENDMENTS TO DEED RESTRICTIONS
The Deed Restrictions affecting Green Valley Desert Meadows II, may
be amended in accordance with the Deed Restrictions provided such
amendment is approved by a two-thirds vote of those members voting
at either a special or annual meeting, when notified in accordance
with the By-laws.
ARTICLE XVII
QUORUM REQUIREMENTS AND PROXIES
The
quorum required for any action of the corporation shall be composed
of the members present at either the annual or a special meeting.
ARTICLE XVII1
STATUTORY AGENT
The
firm of Fish, Briney, Duffield, Miller, Young & Adamson, Suite
101-65 South La Canada, Green Valley, Arizona is hereby appointed
the lawful agent of this corporation. The Board of Directors of this
corporation may revoke this appointment at any time and shall have
full power to fill the vacancy in such position.
ARTICLE XIX
The
corporation may participate in mergers and consolidations with other
non-profit corporations organized for similar purposes, subject to
the approval of two-thirds vote of those members voting at either a
special or annual meeting, when. notified in accordance with the
By-laws. To print a copy please click the following link: Articles of Incorporation of Green Valley Desert Meadows II Inc.pdf |
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