Weatherstone Community HOA

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ARTICLES OF INCORPORATION 
of the
WEATHERSTONE AT HIGHLANDS RANCH ASSOCIATION, INC.



TABLE OF CONTENTS


Article 1 - Name

Article 2 - Duration

Article 3 - Purposes and Powers

Article 4 - Registered Offices and Agents

Article 5 - Board of Directors

Article 6 - Indemnification

Article 7 - Incorporator

Article 8 - Members and Voting Rights

Article 9 - Miscellaneous


The undersigned hereby signs and acknowledges, for delivery in duplicate to the Secretary of State of Colorado, these Articles of Incorporation for the purpose of forming a nonprofit corporation under the Colorado Nonprofit Corporation Act.


 1. NAME  (TOP)


1.1 Name. The name of this corporation shall be Weatherstone at Highlands Ranch Association. Inc. ('Weatherstone at Highlands Ranch Association").


 2. DURATION (TOP)


2.1 Duration. The period of duration of this corporation shall be perpetual.


 3. PURPOSES AND POWERS (TOP)


3.1 General Purpose. The Weatherstone at Highlands Ranch Association is organized to be and constitute the Weatherstone at Highlands Ranch Association to which reference is made in the Subassociation Declaration for Weatherstone at Highlands Ranch Association, Inc. of Highlands Ranch Community Association, Inc. (the Subassociation Declaration"). The Subassociation Declaration is or is to be executed by Mission Viejo Company (“Declarant") and recorded in the office of the Clerk and Recorder of Douglas County, Colorado. The Subassociation Declaration relates to real property in Douglas County, Colorado, which may become annexed and made subject to the Subassociation Declaration. Any real property which is, in fact, annexed and made subject to the Subassociation Declaration is referred to as the "Weatherstone at Highlands Ranch Association Area." The Weatherstone at Highlands Ranch Association is not organized in contemplation of pecuniary gain or profit to its Members.


3.2 Specific Purposes. The specific purposes for which the Weatherstone at Highlands Ranch Association is organized are: 

  • (a) To exercise all of the rights, powers and privileges and to perform all of the duties and obligations of the Weatherstone at Highlands Ranch Association as set forth in the Subassociation Declaration or in any amendment to the Subassociation Declaration.
  • (b) To provide for maintenance and preservation of the Weatherstone at Highlands Ranch Association Area, as provided in the Subassociation Declaration.
  • (c) To promote, foster, and advance the common interests of owners of Residential Sites within the Weatherstone at Highlands Ranch Association Area.
  • (d) To fix, levy, collect and enforce payment of, by any lawful means, Assessments and other amounts payable by or with respect to Owners of Residential Sites within the Weatherstone at Highlands Ranch Association Area as provided in the Subassociation Declaration.
  • (e) To manage, maintain. repair and improve the Common Elements within the Weatherstone at Highlands Ranch Association Area, including, without limitation, the Association Fences, the Monument Walls and the Landscape Areas, and to perform services and functions for or relating to the Weatherstone at Highlands Ranch Association Area, all as provided in the Subassociation Declaration.
  • (f) To enforce covenants, restrictions, conditions and equitable servitudes affecting the Weatherstone at Highlands Ranch Association Area.
  • (g) To make and enforce rules and regulations with respect to the interpretation and implementation of the Subassociation Declaration and the use of any property within the Weatherstone at Highlands Ranch Association Area, including Residential Sites.
  • (h) To establish and maintain the Weatherstone at Highlands Ranch Association Area as property of the highest quality and value, and to enhance and protect its desirability and attractiveness.  Each purpose specified herein is an independent purpose and is not to be restricted by reference to or inference from the terms of any other purpose.


3.3 Powers. The Weatherstone at Highlands Ranch Association shall have all of the powers which a nonprofit corporation may exercise under the Colorado Nonprofit Corporation Act and the laws of the State of Colorado in effect from time to time, subject only to such limitations upon such powers as may be set forth in these Articles of Incorporation, the Subassociation Declaration or the Bylaws of the Weatherstone at Highlands Ranch Association (the "Bylaws").


 4. REGISTERED OFFICE AND AGENTS (TOP)


4.1 Initial Registered Office and Registered Agent. The initial registered office of the Weatherstone at Highlands Ranch Association shall be at 8822 South Ridgeline Boulevard Highlands Ranch, Colorado 80126. This office is in Douglas County, Colorado. The initial registered agent of the Weatherstone at Highlands Ranch Association, whose business office is identical with such registered office, is Jeffrey H. Donelson.


 5. BOARD OF DIRECTORS (TOP)


5.1 Board of Directors. The affairs of Weatherstone at Highlands Ranch Association shall be managed by a Board of Directors. The duties, qualifications, number and term of directors and the manner of their election, appointment and removal shall be as set forth in the Bylaws.


5.2 Initial Board of Directors. The number of the first Board of Directors shall be three. The names and addresses of the persons who are to serve as the initial directors are as follows:

  • Teresa G. Kershisnik        8822 South Ridgeline Boulevard Highlands Ranch, Colorado 80126
  • Jeffrey F. Kappes               8822 South Ridgeline Boulevard Highlands Ranch, Colorado 80116
  • Jeffrey H. Donelson          8822 South Ridgeline Boulevard Highlands Ranch, Colorado 80126


 6. INDEMNIFICATION (TOP)


6.1 Indemnification. The Weatherstone at Highlands Ranch Association shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys' fees) incurred by reason of the fact that such person is or was a director, officer, member of an executive or other committee, employee, fiduciary or agent of the Weatherstone at Highlands Ranch Association or, while serving as a director, officer, member of an executive or other committee, employee, Fiduciary, or agent of the Weatherstone at Highlands Ranch Association, such person is or was serving at the request of the Weatherstone at Highlands Ranch Association as a director, officer, partner, trustee, employee, fiduciary or agent of, or in any similar managerial or fiduciary position of, another nonprofit corporation or association.


6.2 Limitation on Liability. No director of the Weatherstone at Highlands Ranch Association shall have any personal liability for monetary damages to the Weatherstone at Highlands Ranch Association or its Members for breach of his or her fiduciary duty as a director, except that this provision shall not eliminate or limit the personal liability of a director to the Weatherstone at Highlands Ranch Association or its Members for monetary damages for:


(i) Any breach of the director's duty of loyalty to the Weatherstone at Highlands Ranch Association or its Members;

(ii) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) Acts specified in I.R.S. § 7-24-111; or

(iv) Any transaction from which the director directly or indirectly derives an improper personal benefit.


Nothing contained herein will be construed to eliminate or diminish the defenses ordinarily available to a director or to deprive any director of anyrigi1t he or she may have for contribution from any other director or other person. If C.R.S. § 7-22-101.5 or C.R.S. § 7-108-402 hereafter is amended to eliminate or limit further the liability of  director, then, in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of each director shall be eliminated or limited to the fullest extent permitted by Colorado law. Any repeal or modification of this Article 6 shall not adversely affect any right or protection of a director of the Weatherstone at Highlands Ranch Association under this Article 6, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article 6, prior to such repeal or modification.


 7. INCORPORATOR (TOP)


7. 1 Incorporator. The name and address of the incorporator is as follows:

Dennett L. Hutchinson
Steiner, Darling, Hutchinson & Wilson LLP
303 East Seventeenth Avenue - Suite 850
Denver, Colorado 80203


 8. MEMBERS AND VOTING RIGHTS (TOP)


8.1 Membership in the Weatherstone at Highlands Ranch Association. Each Owner of a Residential Site within the Weathers tone at Highlands Ranch Association Area shall be a Member of the Weatherstone at Highlands Ranch Association. There shall be one such Membership in the Weatherstone at Highlands Ranch Association for each Residential Site within the Weatherstone at Highlands Ranch Association Area. The Person or Persons who constitute the Owner of a Residential Site shall automatically be the holder of the Membership appurtenant to that Residential Site, and the Membership appurtenant thereto shall automatically pass with fee simple title to the Residential Site. Declarant shall hold a Membership in the Weatherstone at Highlands Ranch Association for each Residential Site owned by Declarant. Membership in the Weatherstone at Highlands Ranch Association shall not be assignable separate and apart from fee simple title to a Residential Site except that an Owner may assign some or all of his rights as an Owner and as Member of the Weatherstone at Highlands Ranch Association to a tenant or Security Interest Holder and may arrange for a tenant to perform some or all of such Owner's Obligations as provided in the Subassociation Declaration, but no Owner shall be permitted to relieve himself of the responsibility for fulfillment of the obligations of an Owner under the Subassociation Declaration.


8.2 One Class of Membership; Voting Rights of Members. The Weathers tone at Highlands Ranch Association shall have one class of voting membership. Each Owner shall be entitled to one vote for each Residential Site owned, except that no votes allocated to a Residential Site owned by the Weatherstone at Highlands Ranch Association may be cast. The total number of votes which may be cast in connection with any matter shall be equal to the total number of Residential Sites then existing within the Weatherstone at Highlands Ranch Association Area. Unless addressed herein or in the Subassociation Declaration, the Bylaws of the Weatherstone at Highlands Ranch Association shall provide for the manner, time, place, conduct and voting procedure(s) for Member meetings. Except as otherwise provided in the Bylaws of the Weatherstone at Highlands Ranch Association, during the Period of Declarant Control, as defined in the Subassociation Declaration. the Declarant or Persons appointed by the Declarant shall have the right to appoint officers and members of the Board of Directors of the Weatherstone at Highlands Ranch Association, and to remove all officers and members of the Board of Directors which have been appointed by the Declarant, as more particularly provided in the Subassociation Declaration.


8.3 Voting.  A Member entitled to vote may vote in person or, if the Bylaws so provide, may vote by proxy executed in writing by the Member or his duly authorized attorney-in-fact.


8.4 Cumulative Voting. Cumulative voting by Members in elections for Directors shall be permitted.


 9. MISCELLANEOUS (TOP


9.1 Distribution of Assets on Dissolution of the Weatherstone at Highlands Ranch Association. In the event of dissolution of the Weatherstone at Highlands Ranch Association, the assets of the Weatherstone at Highlands Ranch Association shall be distributed in accordance with the provisions of a termination agreement or ratification thereof executed by the Members pursuant to the provisions of Section 8.1 of the Subassociation Declaration.


9.2 Bylaws. The Weatherstone at Highlands Ranch Association shall have the power to make and alter Bylaws not inconsistent with these Articles of Incorporation or with the laws of the State of Colorado or with the Subassociation Declaration, for the administration and regulation of the affairs of the corporation. The initial Bylaws of the Weatherstone at Highlands Ranch Association shall be adopted by the Board of Directors. The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Members, except as may be provided in the Bylaws, subject to the provisions in the Subassociation Declaration for approval of amendments by the FHA or VA and/or First Security Interest Holders.


9.3 Amendment of Articles. The Weatherstone at Highlands Ranch Association may amend these Articles of Incorporation from time to time in accordance with the Colorado Nonprofit Corporation Act in any and as many respects as may be desired so long as the Articles of Incorporation as amended contain only such provisions as are lawful under that Act and under the Colorado Common Interest Ownership Act and so long as the Articles of Incorporation as amended shall not be contrary to or inconsistent with any provision of the Subassociation Declaration.


9.4 Definitions. The capitalized terms in these Articles of Incorporation shall have the same meaning as any similarly capitalized terms defined in the Subassociation Declaration.


IN WITNESS WHEREOF, these Articles are executed this 21st day of July, 1997

Dennett L. Hutchinson


STATE OF COLORADO                    )

                                                          ) ss

CITY AND COUNTY OF DENVER   )


The foregoing instrument was acknowledge before me on this 21st day of July, 1997 by Dennett L. Hutchinson.

Witness my hand and official seal.

My commission expires November 27, 2000.


Robert A Moody

Notary Public


 


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