[File Number: 01460742, Incorporation Date: 03/31/1982]
ARTICLES OF INCORPORATION
OF
GREENEHAVEN PROPERTY OWNERS ASSOCIATION, INC.
The undersigned, whose addresses appear opposite their respective names below, have this day associated themselves for the purpose of forming a non-profit corporation under the laws of the State of Arizona, and for that purpose do hereby adopt the following Articles of Incorporation:
ARTICLE 1
NAME
The name of this corporation shall be GREENEHAVEN PROPERTY OWNERS ASSOCIATION, INC. (the “Association”).
ARTICLE II
BUSINESS AND PURPOSE
Section 2.0.1. This Association is formed to serve as the governing body for every “Owner” of a “Parcel”, as those terms are defined in that certain Declaration of Covenants, Conditions, and Restrictions for Greenehaven, which is recorded in Docket 830, pages 114-142, in the office of the County Recorder of Coconino County, Arizona (the “Declaration”). All capitalized terms as used in these Articles of Incorporation shall have the same meaning as set forth in the Declaration.
As provided in and pursuant to the Declaration, this Association shall, to the extent permitted by applicable law, serve as the governing body for all of the Owners for the maintenance, repair, replacement, administration and operation of the Common Area, the architectural control of the entire Property, and the performance of such duties and functions, and the exercise of such rights, as are given and assigned to it by said Declaration, as the same may hereafter be amended.
Section 2.02. Notwithstanding anything herein contained to the contrary, no part of the activities of the Association shall be devoted to carrying on propaganda or otherwise attempting to influence legislation and the Association shall make no gift, donation or contribution to any institution or organization engaged in such activities. No part of the net earnings of the Association shall inure to the benefit of any private member or individual (other than by acquiring, constructing, or providing management, maintenance, and care of the Common Area).
Section 2.03. In the conduct of its business, this Association, to the extent authorized by its Board or Directors and in accordance with the provisions of the Declaration, shall be empowered to do all things that a private person or individual might do under the laws of the State of Arizona, including but not limited to the following:
(a) To accept such properties, improvements, rights, and interests as may be conveyed, leased, assigned, or transferred to this Association and to assume such obligations and duties as may be contained in any lease assigned or transferred to this Association;
(b) To maintain and otherwise manage all of the Common Area, including all facilities, and landscaping thereon, and all other property acquired by the Association; to pay all taxes and assessments, if any, which may properly be levied against the Common Area of the Property; to repair, rehabilitate, and restore the Common Area of the Property; to insure the Common Area against such risks as the Board of Directors shall determine or as provided by the Declaration; to levy and collect Assessments for the expenses of the Association as the Board of Directors shall determine in accordance with the Declaration and the Bylaws of this Association; and to impose liens against Parcels in order to secure the payment of obligation due from the Owners thereof, and to collect, sue, foreclose, or otherwise enforce, compromise, release, satisfy, and discharge such obligations, demands and liens in accordance with the Declaration;
(c) To do all things necessary to carry out and enforce the terms and provisions of the Declaration, and to do all things and acts, including the payment of all maintenance, operating and other costs, which in the sole discretion of its Board of Directors shall be deemed to be in the best interest of the members of this Association or for the peace, comfort, safety, or general welfare of the Owners, all in accordance with the Declaration;
(d) To enter into management agreements with third parties authorizing such parties to carry on any activities which might legally be carried on by the Association and delegated by the Association to third parties; provided, however, that the term of any management agreement shall not exceed one (1) year, that such agreement may be renewable by agreement of the parties for successive periods of one (1) year, and that such agreement shall be terminable by the Association for cause upon thirty (30) days written notice;
(e) To develop, construct, purchase, lease, own, improve, maintain, operate and hold real and personal property of every kind and description as is reasonably necessary for the objects of the Association; to sell, convey and lease such property; and to mortgage, assign, and pledge or otherwise encumber such property;
(f) To borrow money and to issue notes, bonds and other evidences of indebtedness in furtherance of any or all of the objects and purposes of this Association and to secure the same by mortgage, trust deed, pledge or other lien on or security interest in property of this Association;
(g) To enter into, perform, and carry out leases and contracts of any kind necessary to, in connection with, or incidental to the accomplishment of any one or more of the objects and purposes of this Association;
(h) To lend or invest its working capital and reserves with or without security;
(i) To act as surety or guarantor, agent, trustee, broker, or in any other capacity when appropriate to the fulfillment and furtherance of its objects and purposes;
(j) To adopt, amend, and repeal Bylaws and reasonable Association Rules;
(k) To do all other acts and things authorized in the Declaration, as amended or supplemented from time to time, but not explicitly set out above;
(l) To sue and be sued
(m) In general to do and perform such acts and things and to transact such business in connection with the foregoing objects and purposes as may be necessary and to do any and all things which a natural person could do or which now or hereafter may be authorized by law.
Section 2.04. The character of business which the Association initially intends to conduct in the State of Arizona is the operation of a property owners association to provide for the management, maintenance and care of the Common Area and the architectural control of the entire Property, for the benefit of the members of the Association.
ARTICLE III
PLACE OF BUSINESS
The principal place of business and office for the transaction of business of this Association shall be located near the Property in the vicinity of Page, Coconino County, Arizona but other offices may be established and maintained in such places as the Board of Directors may designate and where, except as otherwise provided in these Articles of Incorporation or the Bylaws, meetings of members of the Association and the Board of Directors may be held.
ARTICLE IV
MEMBERSHIP
Section 4.01. The Association shall be a non-stock corporation and shall be owned by its members, and no dividends or pecuniary profits shall be paid to its members.
Membership in the Association shall be limited to the Owners. The foregoing Owners shall not include persons or entities who hold an interest merely as security for the performance of an obligation. An Owner shall automatically be a member of the Association and shall remain a member of the Association until such time as his ownership ceases for any reason, at which time his membership in said Association shall automatically cease. The membership of an Owner shall be appurtenant to and may not be separated from the fee ownership of a Parcel. Not more than one membership shall exist based upon ownership of a Parcel.
Section 4.02. No certificates of membership shall be issued and membership shall be evidenced by an official list of said members, which list shall be kept by the Secretary of the Association. The membership held by any Owner shall not be transferred, pledged, or alienated in any way except upon the conveyance of a Parcel, and then only to the purchaser of such Parcel. Any attempt to make a prohibited transfer is void and will not be reflected upon the books and records of the Association.
Section 4.03. The Association shall have two (2) classes of voting membership.
Class A. Class A members shall be all Owners with the exception of the Declarant. When more than one person owns an interest in any Parcel, each such person shall be a member of the Association but the vote for such Lot shall be exercised as the co-Owners themselves determine, and in no event shall more than the prescribed number of votes be cast with respect to any Parcel. The Association shall not be required to recognize the vote of written assent of any such co-Owner except the vote or written assent of the co-Owner designated in a writing executed by all such co-Owners and delivered to the Association. The Owner of each Lot shall have one (1) vote for each Lot owned. The Owner of a Commercial Parcel shall have three (3) votes for each 43,560 square feet, or fraction thereof, comprising such Commercial Parcel. The Owner of an Apartment Parcel shall have five (5) votes for each 43,560 square feet, or fraction thereof, comprising such Apartment Parcel.
Class B. The Class B member shall be Declarant. The Declarant, as the Class B member, shall solely be entitled to vote in Association affairs and shall elect all members of the Board of Directors until the Class B membership shall cease and be converted into Class A membership. The Class B membership shall cease and be converted into Class A membership not later than 120 days after the Declarant has sold and conveyed ninety percent (90%) of the total land area of the Property.
Section 4.04. In the election of the directors, members shall be entitled to cumulate their votes in accordance with Article 14, Section 10, of the Constitution of the State of Arizona.
ARTICLE V
BOARD OF DIRECTORS
The control and management of the affairs of this Association shall be vested in a Board of Directors of not less than three (3) nor more than five (5) members. Three (3) directors shall constitute the initial Board of Directors and the names and addresses of the persons who are to serve as Directors beginning with the incorporation of this Association until the first annual election of Directors or until their successors shall be elected and qualified are:
Arthur H. Greene, Jr.
4245 North 19th Avenue
Phoenix, Arizona 85015
William D. Lawrence
4245 North 19th Avenue
Phoenix, Arizona 85015
Grace K. Schoppman
4245 North 19th Avenue
Phoenix, Arizona 85015
ARTICLE VI
PRIVATE PROPERTY
The Owners, directors, and officers of this Association shall not be liable for the debts of this Association, and the private property of the Owners, directors and officers of this Association shall be forever exempt from corporate debts of any kind whatsoever, provided, however, that nothing herein contained shall limit or restrict any liability, obligation or responsibility of the Owners hereof to each other or to this Association as are set forth in the Declaration.
ARTICLE VII
STATUTORY AGENT
This Association does hereby appoint Arthur H. Greene, Jr., 4245 North 19th Avenue, Phoenix, Arizona 85015 its lawful agent in and for the State of Arizona, for and on behalf of said Association to receive services of process or notice in any of the courts in said State of Arizona, such service of process or notice, or the acceptance thereof, by said agent endorsed thereon to have the same force and effect as if served upon an office of the Association. The foregoing appointment may be revoked at any time by filing an appointment of a successor agent.
ARTICLE VIII
INDEMNIFICATION
The Association may indemnify any and all of its present or former directors, officers, employees, or agents to the maximum extent permitted by applicable law. Without limiting the generality of the foregoing, the Association may indemnify any and all of its directors and officers, or former directors and officers, against expenses incurred by them, including legal fees, or judgments or penalties rendered or levied against any such person for actions or omissions alleged to have been committed by any such person while acting within the scope of his employment as a director or officer of the Association, provided that the Board of Directors shall determine in good faith that such person did not act, fail to act or refuse to act willfully or with gross negligence or with fraudulent or criminal intent in regard to the matter involved in the action or omission.
ARTICLE IX
DURATION
The Association shall exist perpetually.
ARTICLE X
AMENDMENTS
These Articles of Incorporation may be amended by the affirmative vote of seventy-five percent (75%) of the Lot Owners at a meeting of the Owners held for that purpose.
IN WITNESS WHEREOF, we, the undersigned incorporators, have hereunto signed our names this 22nd day of March, 1982.
Arthur H. Greene, Jr.
Grace K. Schoppman
STATE OF ARIZONA
County of Maricopa
On this, the 22nd day of March, 1982, before me, the undersigned Notary Public, personally appeared Arthur H. Greene Jr. and Grace K. Schoppman, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged that they executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
[Name Unreadable]
Notary Public
ACCEPTANCE OF STATUTORY AGENT
I, Arthur H. Greene, Jr., having been designated to act as Statutory Agent of Greenehaven Property Owners Association, Inc., hereby consent to act in that capacity until resignation is submitted in accordance with the Arizona Revised Statutes.
Arthur H. Green, Jr.
