State of Colorado
DepartmeNT of State
Certificate
I, Natalie Meyer, Secretary of State of the State of Colorado hereby certify that the prerequisites for the issuance of this certificate have been fulfilled in compliance with law and are found to conform to law.
Accordingly, the undersigned, by virtue of the authority vested in me by law, hereby issues A CERTIFICATE OF INCORPORATION TO HEATHERWOOD HOMEOWNERS’ ASSOCIATION, INC., A NONPROFIT CORPORATION.
Dated: April 24, 1989
Signature of Natalie Meyer
Secretary of State
ARTICLES OF INCORPORATION
OF
HEATHERWOOD HOMEOWNERS’ ASSOCIATION, INC.
THE UNDERSIGNED PERSON, acting as incorporator of a corporation under the Colorado Non-Profit Corporation Act, Colo. Rev. Stat. Ann., and as amended, 720-729, et seq., signs and acknowledges the following Articles of Incorporation.
ARTICLE I
The name of the Corporation is Heatherwood Homeowners’ Association, Inc., hereinafter referred to as "the Corporation."
ARTICLE II
The period of duration of this Corporation shall be perpetual.
ARTICLE III
The purposes for which the Corporation is organized are as follows:
(a) To manage, maintain, repair, and administer the common elements of property within the jurisdiction of the Corporation.
(b) To do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes hereinabove set forth; to do all other things granted by the Declaration of Covenants, conditions, and restrictions of common areas of Heatherwood Filing No. 1 recorded with the Clerk and Recorder of 874419 and as that recorded Declaration applies if at all to all subsequent filings that now constitute the Heatherwood Subdivision located in Boulder County, Colorado; and to do all things incidental thereto or connected therewith which are not forbidden by the Non-Profit Corporation Act of the State of Colorado, and other applicable laws of the State of Colorado, or by these Articles of Incorporation.
ARTICLE IV
In furtherance of the purposes set forth in Article III of the se Articles of Incorporation:
(a) The Corporation shall have and may exercise all of the rights, powers, and privileges now or hereafter conferred upon nonprofit corporations organized under and pursuant to the laws of the State of Colorado, including, but not limited to, the power to enter into general partnerships, limited partnerships (whether the corporation be a limited or general partner), joint ventures, syndicates, pools, associations, and other arrangements for carrying on one or more of the purposes set forth in Article III of these Articles of Incorporation, jointly or in common with others.
ARTICLE V
Members in this Corporation shall, at all times, be limited to owners of lots located in the following-described piece of real property located in Boulder County, Colorado:
1. Heatherwood Filing No. 1, according to recorded plat thereof, and if applicable to
2. Heatherwood Filing No. 2, according to recorded plat thereof, and if applicable to
3. Heatherwood Filing No. 3, according to recorded plat thereof, and if applicable to
4. Heatherwood Filing No. 4, according to recorded plat thereof, and if applicable to
5. Heatherwood Filing No. 5, according to recorded plat thereof, and if applicable to
6. Heatherwood Filing No. 6, according to recorded plat thereof, and if applicable to
7. Heatherwood Filing No. 7, according to recorded plat thereof, and if applicable to
8. Any and all other and further additions or annexations to Heatherwood Subdivision.
In the event that a member of the Corporation ceases to be such an owner, then such shall constitute automatic resignation as a member, a manager, and/or officer of this Corporation.
Members of the Corporation shall have such other qualifications and such rights as may be set forth in the Corporation’s Bylaws.
ARTICLE VI
The Corporation shall have no shareholders, is not organized for profit, and no part of the net earnings of the Corporation shall inure to the benefit of any private member or individual or other business entity. In the event of liquidation or dissolution of the Corporation, whether voluntary of involuntary, no member shall be entitled to any distribution or diversion of its remaining property or its proceeds, and the balance of all money and other property received by the Corporation from any source, after payment of all debts and obligations of the Corporation, shall be used or distributed exclusively for the purposes within those set forth in the certificate and within the intent of Section 501c of the Internal Revenue Code of 1954, as amended, and its regulations as the same now exist or as they may be hereinafter amended from time to time.
ARTICLE VII
The affairs of the Corporation shall be managed by a Board of Managers consisting initially of three (3) members. With the exception of the first Board of Managers, the number of managers shall be fixed in the Corporation Bylaws; however, any such number of managers must be divisible by three (3). The managers hall be selected by the members of the Corporation from the membership and in the manner provided for in the Corporate Bylaws. The managers of the Corporation must, at all times, be members of the Corporation or approved by the Board of Managers.
The names and addresses of the persons who shall constitute the initial Board of Managers and to serve as the initial Board of Managers until their successors are duly elected and qualified, are as follows:
Duane Duggan care of Re/Max of Boulder, Inc.
1810 30th Street
Boulder, CO 80301
Jerry Jones 4543 Aberdeen Place
Boulder, CO 80301
Lorrie Wittkorn 4734 Hampshire Street
Boulder, CO 80301
ARTICLE VIII
Instruments of conveyance and/or encumbrance when made in the course of carrying out the objectives and purposes of the Corporation, shall be authorized by a one hundred percent (100%) vote of all managers executed by the president and attested by the secretary.
ARTICLE IX
The Board of Managers shall have the power to adopt such prudential Bylaws and to alter the same as it may from time to time be deemed proper for the management of the affairs of the Corporation, so long as they are not inconsistent with the Colorado statutes or provisions of these Articles of Incorporation.
ARTICLE X
The address of the initial registered office of the Corporation shall be 1810 30th Street, Boulder, Colorado 80301 and the name of the initial registered agent of the Corporation at such address is Duane Duggan. All written correspondence addressed to the corporation and sent via the United States mail should be addressed to the Heatherwood Homeowners’ Association, Inc., P.O. Box 11102, Boulder, Colorado 80301.
ARTICLE XI
The Corporation reserves the right to amend, alter, change, repeal, or revise any provision contained herein, or add any provision hereto, as to its Articles of Incorporation from time to time in any manner now or hereafter prescribed or permitted by and according to the laws of the State of Colorado.
ARTICLE XII
A director of the Corporation shall not be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director, except for liability arising from (i) any breach of the director’s loyalty to the Corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) any transaction from which the director derived any improper personal benefit or (iv) any other act expressly proscribed or for which directors are otherwise liable under the Colorado Corporation Code. If the Colorado Corporation Code is subsequently amended to authorized corporation action further limited or eliminating the personal liability of directors, then the liability of a director of the Corporation shall b limited or eliminated to the fullest extend permitted by the Colorado Corporation Code or other Colorado law, as so amended. Any repeal or modification of this section by the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.
ARTICLE XIII
The name and address of the incorporator of the Corporation is as follows:
Duane Duggan care of Re/Max of Boulder, Inc.
1810 30th Street
Boulder, CO 80301
IN WITNESS THEREOF, the undersigned, being the incorporator designated in Article XIII of the annexed and foregoing Articles of Incorporation, has executed these Articles as of this 24th day of April, 1989.
Signature of Duane Duggan
Duane Duggan
STATE OF COLORADO )
) SS.
COUNTY OF BOULDER )
I, Gay L. Sailer, a notary public, hereby certify that Duane Duggan, known to me to be the person whose name is subscribed to the annexed and foregoing Articles of Incorporation, appeared before me this day in person and being by me first duly sworn, acknowledged and declared that he signed said Articles as his free and voluntary act and deed for the uses and purposes therein set forth and that the statements made therein are true.
Witness my hand and official seal this 24th day of April, 1989.
My commission expires March 13, 1991.
Signature of Gay L. Sailer
Notary Public