ARTICLES OF INCORPORATION

 

OF

 

CAMBRIDGE FARM ASSOCIATION

 

In compliance with the requirements of Articles 20 to 29 of Title 7, Colorado Revised Statutes, 1973, The Colorado Nonprofit Corporation Act, the undersigned, Ledyard H. M. Brady, acting as incorporator of a corporation signs and acknowledges the following Articles of Incorporation for such corporation:

 

ARTICLE 1

 

NAME

 

The name of the corporation is Cambridge Farm Association, hereinafter called the "Association".

 

ARTICLE II

 

REGISTERED OFFICE

 

The address of the principal office of the Association is the same as its initial registered office.

 

ARTICLE III

 

REGISTERED AGENT

 

The address of the initial registered office of the Association is One Broadway Plaza, Building B, Suite 210, Denver, CO 80203, and the name of its initial registered agent at such address is Ledyard H. M. Brady.

 

ARTICLE IV

 

PURPOSE AND POWERS OF THE ASSOCIATION

 

The Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for common maintenance, architectural control, and other matters set forth in the Declaration of Covenants, Conditions and Restrictions for the residence Lots within that certain real property described as: Cambridge Farm pursuant to the Official Development Plan recorded at Reception No.      of the records of the Clerk and Recorder of Jefferson County, Colorado, and to promote the health, safety and welfare of the residents within the above described property, and for this purpose to:

 

(a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, and that certain Official Development Plan (ODP), applicable to the property, both recorded in the office of the Clerk and Recorder of Jefferson County, Colorado, and as the same may be amended from time to time as therein provided, said Declaration and ODP being incorporated herein as if set forth at length and both being collectively referred to herein as the "Declaration";

 

(b) Fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incidental to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;

 

(c) Acquire (by gift, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;

 

(d) Borrow money and, with the assent of two‑thirds (2/3) of the Members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

 

(e) Exercise all powers granted to associations as described in the Colorado Common Interest Ownership Act; and

 

(f) Have and exercise any and all powers, rights and privileges which a corporation organized under the Colorado Nonprofit Corporation Act by law may now have or hereafter have or exercise, which are not inconsistent with these Articles or the Colorado Common Interest Ownership Act (as now constituted and as hereafter amended).

 

ARTICLE V

 

MEMBERS

 

Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by the Declaration to assessment by the Association (herein referred to as a "Lot"), including contract purchasers, shall be a member of the Association. Persons or entities who hold an interest merely as security for the performance of an obligation shall not be Members of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to the Declarations. Ownership of a Lot shall be the sole qualification for membership.

 

ARTICLE VI

 

VOTING RIGHTS

 

All Members shall be entitled to one vote for each Lot in which they hold the interest required for membership by Article V. When more than one person holds such interest in any Lot, all such persons shall be Members.  The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot.

 

ARTICLE VII

 

BOARD MEMBERS

 

The number of directors shall be set by the By‑Laws and shall be not less than two (2) nor more than nine (9). The number of directors constituting the initial board of directors shall be two (2). The affairs of this Association shall be managed by the board of directors, who need not be members of the Association. The names and addresses of the persons who are to act in the capacity of initial directors are:

 

Ledyard H. M. Brady                   One Broadway Plaza

                                      Building B, Suite 210

                                      Denver, CO 80203

 

Dennis Hipp                           101 University Blvd.

                                      Suite 100

                                      Denver, CO 80206

 

Each is to serve as director during the period of "Declarant Control." The period of Declarant Control of the Association shall continue until 60 days after conveyance of 75% of the Lots, or two (2) years after the last conveyance by the Declarant in the ordinary course of business, whichever is sooner. Not later than 60 days after conveyance of 25% of the Lots to Owners other than Declarant, at least one Member, and not less than 25% of the Members of the Executive Board must be elected by Owners other than the Declarant. Not later than 60 days after conveyance of 50% of Lots to Owners other than Declarant not less than 33 1/3% of the Members of the Executive Board must be elected by Owners other than the Declarant. The terms "Lots", "Owners" and "Declarant" shall be as defined in the Declarations of Covenants, Conditions and Restrictions of Cambridge Farm Association, as recorded in the records of the Clerk and Recorder of Jefferson County. Except as above stated, Board Members shall hold their positions for one (1) year, and new Board Members shall be elected at each annual meeting. The Board of Directors may be referred to as the "Executive Board" and directors may be referred to as "Executive Board Members" or "Board Members".

 

ARTICLE VIII

 

DISSOLUTION

 

The Association may be dissolved as set forth in the Colorado Common Interest Ownership Act.

 

ARTICLE IX

 

DURATION

 

The corporation shall exist perpetually.

 

ARTICLE X

 

DIRECTORS' LIABILITY

 

In addition to the other powers now or hereafter conferred upon the corporation by these Articles of Incorporation, the Colorado Nonprofit Corporation Act or otherwise, the Association shall possess and may exercise all powers to indemnify Directors, officers and other persons and all powers whatsoever incidental thereto (including without limitation the power to advance expenses and the power to purchase and maintain insurance with respect thereto) , without regard to whether or not such powers are expressly provided for by the Colorado Nonprofit Corporation Act. The Board of Directors is hereby authorized on behalf of the Association and without shareholder action to exercise all of the Association's powers of indemnification, whether by provision in the Bylaws or otherwise.

ARTICLE XI

 

AMENDMENTS

 

Amendments of these Articles shall require the assent of sixty‑six and two‑thirds percent (66 2/3%) of the entire membership.

 

Executed this 13 day of October, 1994.

 

Ledyard H. M. Brady

Incorporator

 

(Rev. 10‑4‑94)