Articles of Incorporation of
Rolling Hills Estates Improvement Association
(A non-profit corporation)
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned, have voluntarily associated ourselves together for the purpose of forming a non-profit corporation under and pursuant to the laws of the state of Arizona, and for that purpose do adopt the following Articles of Incorporation:
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned, have voluntarily associated ourselves together for the purpose of forming a non-profit corporation under and pursuant to the laws of the state of Arizona, and for that purpose do adopt the following Articles of Incorporation:
I. NAME
The name of the corporation shall be ROLLING HILLS ESTATES IMPROVEMENT ASSOCIATION, and its principal place of business shall be at Sedona, Arizona.
The term Rolling Hills Estates hereinafter utilized shall be construed to embrace a Subdivision situated in the vicinity of Sedona, Coconino County, Arizona, as the same is constituted by plat of record and as the same shall hereinafter be constituted by the recordation of any additional plat or plats entitled Rolling Hills Estates, which shall increase the number of lots and premises contained in such subdivision.
The name of the corporation shall be ROLLING HILLS ESTATES IMPROVEMENT ASSOCIATION, and its principal place of business shall be at Sedona, Arizona.
The term Rolling Hills Estates hereinafter utilized shall be construed to embrace a Subdivision situated in the vicinity of Sedona, Coconino County, Arizona, as the same is constituted by plat of record and as the same shall hereinafter be constituted by the recordation of any additional plat or plats entitled Rolling Hills Estates, which shall increase the number of lots and premises contained in such subdivision.
II. PURPOSES AND OBJECTS
The purposes and objects of the corporation shall be as follows:
The purposes and objects of the corporation shall be as follows:
- To do all things necessary for the general health, benefit and welfare of the property owners in Rolling Hills Estates and to present a unified effort to said property owners in protecting the value of their property.
- To construct, maintain and improve streets, roads, drives, walks, guard houses, parks, lakes, picnic areas, recreational facilities, club houses, lighting facilities, general planting within street and roadway areas, make provision for guard compensation, traffic control, and all common community services of every kind and nature required or desired within the subdivision for the general use and benefit of all property owners.
- To do any and all things necessary or incidental to effectuate, maintain and enforce the covenants, stipulations and restrictions contained in the Declaration of Restrictions pertaining to Rolling Hills Estates, and of record in the office of the County Recorder of Coconino County, Arizona, or as the same may from time to time be amended.
- To provide the necessary funds for the aforesaid purposes and objects by means of assessments levied against each lot in Rolling Hills Estates, and by means of annual dues.
- To carry on any business or activity in any manner connected with the purposes and objects of this corporation, or necessary, incidental, convenient or auxiliary thereto, calculated directly or indirectly to promote the purposes and objects of the corporation, and, in addition, to have and exercise all rights, powers and privileges now or hereafter belonging to or conferred upon non-profit corporations existing under the laws of the State of Arizona as such laws are now in effect or may at any time hereafter be enacted or amended.
- To take, acquire and possess in the name of the corporation, by gift, devise, bequest, purchase, lease, or otherwise, real and personal property of every kind; to sell, lease, or otherwise dispose of said property, or any part thereof; and to borrow money and to secure the same by mortgage, or otherwise, on any of its property.
III. COMMENCEMENT
The commencement of this corporation shall be the date of issuance to it of a Certificate of Incorporation by the Arizona Corporation Commission, and it shall endure for a term of twenty-five {25) years thereafter with privilege of perpetual succession, as provided by law.
The commencement of this corporation shall be the date of issuance to it of a Certificate of Incorporation by the Arizona Corporation Commission, and it shall endure for a term of twenty-five {25) years thereafter with privilege of perpetual succession, as provided by law.
IV. BOARD OF DIRECTORS
The affairs of the corporation shall be conducted by a Board of Directors. The number of directors shall not be less than three (3) nor more than twenty-five (25), as determined by the By-Laws of the corporation. The Board of Directors shall be elected at the annual meeting of the members to be held on the first Tuesday in January of each year if not a legal holiday under the laws of the State of Arizona, and if a legal holiday, then on the next succeeding business day, at 10:00 in the forenoon, subject to the proviso that the first Board of Directors shall hold office until the annual meeting in the year 1975.
The affairs of the corporation shall be conducted by a Board of Directors. The number of directors shall not be less than three (3) nor more than twenty-five (25), as determined by the By-Laws of the corporation. The Board of Directors shall be elected at the annual meeting of the members to be held on the first Tuesday in January of each year if not a legal holiday under the laws of the State of Arizona, and if a legal holiday, then on the next succeeding business day, at 10:00 in the forenoon, subject to the proviso that the first Board of Directors shall hold office until the annual meeting in the year 1975.
V. MANAGEMENT
The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may elect or appoint, any or all of whom may or may not be members of the Board of Directors, as the By-Laws of the corporation shall provide. The officers of the corporation shall be elected by the Board of Directors immediately after each annual meeting of the members, in the manner as the By -Laws of the corporation shall provide, subject to the proviso that the first officers elected shall hold office until the annual meeting in the year 1975.
The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may elect or appoint, any or all of whom may or may not be members of the Board of Directors, as the By-Laws of the corporation shall provide. The officers of the corporation shall be elected by the Board of Directors immediately after each annual meeting of the members, in the manner as the By -Laws of the corporation shall provide, subject to the proviso that the first officers elected shall hold office until the annual meeting in the year 1975.
VI. MEMBERSHIP
The corporation shall have no capital stock but shall admit as members of this corporation the owners of lots in Rolling Hills Estates, or owning stock in a corporation which owns a lot or lots in such subdivision. Where two or more persons are the joint owners of a lot in Rolling Hills Estates, one, and only one, shall become a member. If two or more persons are stockholders in a corporation owning a lot in such subdivision, one, and only one, shall become a member. Only members shall be entitled to vote, and each membership shall be entitled to cast one vote for each and every lot, as designated on the plat or plats from time to time of record constituting the subdivision known as Rolling Hills Estates, owned by such membership. The regulations of membership, the rights and privileges of members and classes, dues obligations, and the method of expulsion and suspension shall be determined and fixed by the by-laws of the corporation.
The corporation shall have no capital stock but shall admit as members of this corporation the owners of lots in Rolling Hills Estates, or owning stock in a corporation which owns a lot or lots in such subdivision. Where two or more persons are the joint owners of a lot in Rolling Hills Estates, one, and only one, shall become a member. If two or more persons are stockholders in a corporation owning a lot in such subdivision, one, and only one, shall become a member. Only members shall be entitled to vote, and each membership shall be entitled to cast one vote for each and every lot, as designated on the plat or plats from time to time of record constituting the subdivision known as Rolling Hills Estates, owned by such membership. The regulations of membership, the rights and privileges of members and classes, dues obligations, and the method of expulsion and suspension shall be determined and fixed by the by-laws of the corporation.
VII. BY-LAWS, RULES AND REGULATIONS
The corporation shall have the authority to adopt such by-laws and rules and regulations as may be consistent with the purposes enumerated herein and consistent with the laws of the State of Arizona under which this corporation is incorporated, and to amend the same from time to time as provided in said by-laws.
The corporation shall have the authority to adopt such by-laws and rules and regulations as may be consistent with the purposes enumerated herein and consistent with the laws of the State of Arizona under which this corporation is incorporated, and to amend the same from time to time as provided in said by-laws.
VIII. INCORPORATORS AND DIRECTORS
The following named persons, who also constitute the incorporators of this corporation, were duly elected as directors on the 29th day of July, 1969, at Sedona, Arizona, and shall act as directors until their successors are elected and qualified, as provided by these articles of incorporation and the by-laws of the corporation:
The following named persons, who also constitute the incorporators of this corporation, were duly elected as directors on the 29th day of July, 1969, at Sedona, Arizona, and shall act as directors until their successors are elected and qualified, as provided by these articles of incorporation and the by-laws of the corporation:
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Name:
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Address:
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Maj. Gen. Walter E. Arnold
U.S. A. F. Retr'd. |
2044 Brookwood Drive
Colorado Springs, Colorado |
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James E. Geary
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P.0. Box 360
Sedona, Arizona 86336 |
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Edith P. Geary
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P.0. Box 360
Sedona, Arizona 86336 |
IX. OFFICERS
The following named persons shall be the officers of this corporation until their successors are elected or appointed and qualified, as provided by these Articles of Incorporation and the By-Laws of this corporation:
The following named persons shall be the officers of this corporation until their successors are elected or appointed and qualified, as provided by these Articles of Incorporation and the By-Laws of this corporation:
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Name:
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Address:
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Office:
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Maj. Gen. Walter E. Arnold
U.S. A. F. Retr'd |
2044 Brookwood Drive
Colorado Springs, Colorado |
President
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James E. Geary
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P.0. Box 360
Sedona, Arizona 86336 |
Vice President
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Edith P. Geary
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P.0. Box 360
Sedona, Arizona 86336 |
Secretary - Treasurer
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X. DUTIES OF OFFICERS AND DIRECTORS
The By-Laws of this corporation shall define the duties of the directors and officers of the corporation.
The By-Laws of this corporation shall define the duties of the directors and officers of the corporation.
XI. ANNUAL DUES
Every member shall be required to pay annual dues, the amount of which shall be determined by the Board of Directors, and may be changed from year to year by the Board of Directors or by a majority vote of the members.
Every member shall be required to pay annual dues, the amount of which shall be determined by the Board of Directors, and may be changed from year to year by the Board of Directors or by a majority vote of the members.
XII. ASSESSMENTS
For the purpose of providing necessary funds to carry out the purposes and objects of the corporation and necessary operating expenses of the corporation, there shall be levied annually an assessment against each lot in Rolling Hills Estates, the amount of which shall be determined by a majority vote of the membership attending the annual meeting or any special meeting called for the purpose of determining the amount of such annual assessment. In the event of failure of a lot owner to pay such assessment promptly when due, the amount of the assessment shall constitute a lien upon the lot against which such assessment was levied. The Board of Directors is authorized to direct the Secretary of the Corporation to compile a list of all such lots and the amount of the unpaid assessment levied against each such lot and to direct the President and Secretary of the corporation to certify such unpaid assessments to the County Recorder of Coconino County, Arizona, and to cause the same to be entered as a lien upon the lot against which the assessment was made and unpaid when due, subject to state and county taxes and mortgages of record. The Board of Directors may authorize the President and Secretary of the corporation to enforce a lien in equity by foreclosure thereof in the name of the corporation in the manner of foreclosure of a real estate mortgage. The foreclosure judgment shall award to the corporation reasonable attorneys' fees and taxable court costs incurred in connection with the foreclosure. The President and Secretary shall release any such lien upon payment of the delinquent assessment by or on behalf of the owner of the lot or Iots against which such assessment was made.
For the purpose of providing necessary funds to carry out the purposes and objects of the corporation and necessary operating expenses of the corporation, there shall be levied annually an assessment against each lot in Rolling Hills Estates, the amount of which shall be determined by a majority vote of the membership attending the annual meeting or any special meeting called for the purpose of determining the amount of such annual assessment. In the event of failure of a lot owner to pay such assessment promptly when due, the amount of the assessment shall constitute a lien upon the lot against which such assessment was levied. The Board of Directors is authorized to direct the Secretary of the Corporation to compile a list of all such lots and the amount of the unpaid assessment levied against each such lot and to direct the President and Secretary of the corporation to certify such unpaid assessments to the County Recorder of Coconino County, Arizona, and to cause the same to be entered as a lien upon the lot against which the assessment was made and unpaid when due, subject to state and county taxes and mortgages of record. The Board of Directors may authorize the President and Secretary of the corporation to enforce a lien in equity by foreclosure thereof in the name of the corporation in the manner of foreclosure of a real estate mortgage. The foreclosure judgment shall award to the corporation reasonable attorneys' fees and taxable court costs incurred in connection with the foreclosure. The President and Secretary shall release any such lien upon payment of the delinquent assessment by or on behalf of the owner of the lot or Iots against which such assessment was made.
XIII. INDEBTEDNESS
The highest amount of indebtedness, direct or contingent, to which this corporation is at any time to subject itself shall be the sum of THREE MILLION DOLLARS. ($3,000,000.00)
The highest amount of indebtedness, direct or contingent, to which this corporation is at any time to subject itself shall be the sum of THREE MILLION DOLLARS. ($3,000,000.00)
XIV. PRIVATE PROPERTY EXEMPT
Private property of the members, directors and officers of this corporation shall be forever exempt from corporate debts and obligations.
Private property of the members, directors and officers of this corporation shall be forever exempt from corporate debts and obligations.
XV. NON-PROFIT
This corporation is organized exclusively as a non-profit organization, and its activity shall be conducted for the aforesaid purposes in such a manner that no part of the earnings, properties or assets of this corporation, on dissolution or otherwise , shall inure to the benefit of any private person or individual, or any member, director, or officer of this corporation, and its property shall be irrevocably dedicated to non-profit purposes, to the end that upon liquidation or dissolution, all properties and assets of this corporation remaining after paying and providing for all debts and obligations shall be distributed and paid over to such fund, foundation, group, corporation, or public body organized and operated for charitable, educational or municipal purposes as the Board of Directors shall determine.
This corporation is organized exclusively as a non-profit organization, and its activity shall be conducted for the aforesaid purposes in such a manner that no part of the earnings, properties or assets of this corporation, on dissolution or otherwise , shall inure to the benefit of any private person or individual, or any member, director, or officer of this corporation, and its property shall be irrevocably dedicated to non-profit purposes, to the end that upon liquidation or dissolution, all properties and assets of this corporation remaining after paying and providing for all debts and obligations shall be distributed and paid over to such fund, foundation, group, corporation, or public body organized and operated for charitable, educational or municipal purposes as the Board of Directors shall determine.
XVI. RIGHT TO AMEND RESERVED
This corporation reserves the right to alter, amend or repeal any provisions contained in these articles of incorporation in the manner now or hereafter prescribed by the laws of the State of Arizona, and all right conferred upon members herein are granted subject to this reservation.
This corporation reserves the right to alter, amend or repeal any provisions contained in these articles of incorporation in the manner now or hereafter prescribed by the laws of the State of Arizona, and all right conferred upon members herein are granted subject to this reservation.
XVII. INDEMNIFICATION
The corporation 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 in a legal action brought 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 corporation, 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 act or omission.
The corporation 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 in a legal action brought 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 corporation, 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 act or omission.
XVIII. STATUTORY AGENT
Keith F. Quail, Post Office Box 1391. Prescott, Arizona, who has been a bona fide resident of the State of Arizona for three (3) years last past, is hereby appointed and made the lawful agent for and in behalf of this corporation, in and for the State of Arizona, to accept and acknowledge service of, and upon whom may be served, all necessary process or processes in any action, suit or proceeding that may be had or brought against this corporation in any of the Courts of said State of Arizona: such service of process or notice, or the acceptance thereof by him endorsed thereon, to have the same force and effect as if served upon the corporation. The Board of Directors may revoke the appointment of such agent at any time and shall have power to fill any vacancy in the office of statutory agent. This appointment shall be deemed properly revoked by the filing of the appointment of another agent as required by law.
Keith F. Quail, Post Office Box 1391. Prescott, Arizona, who has been a bona fide resident of the State of Arizona for three (3) years last past, is hereby appointed and made the lawful agent for and in behalf of this corporation, in and for the State of Arizona, to accept and acknowledge service of, and upon whom may be served, all necessary process or processes in any action, suit or proceeding that may be had or brought against this corporation in any of the Courts of said State of Arizona: such service of process or notice, or the acceptance thereof by him endorsed thereon, to have the same force and effect as if served upon the corporation. The Board of Directors may revoke the appointment of such agent at any time and shall have power to fill any vacancy in the office of statutory agent. This appointment shall be deemed properly revoked by the filing of the appointment of another agent as required by law.
IN WITNESS WHEREOF, we have executed these Articles of Incorporation this 29th day of July, 1969.
INCORPORATORS:
