Pursuant to that certain Declaration of
Covenants, Conditions and Restrictions for COPPER
CREEK, Recorded March 27, 1985 as Document #34264,
Book 7499, Pages 980-99 the office of the County
Recorder of Pima County, Arizona, as the same was
amended and restated on January 10, 1986 as
Document #3319, Book 7698, Pages 109-154, (the
"Declaration"), the undersigned have
this day voluntarily associated themselves
together for the purpose of forming a non-profit
corporation under and pursuant to the laws of the
State of Arizona, and do hereby adopt the
following Amended and Restated ARTICLEs of
Incorporation which shall replace in their
entirety those certain ARTICLEs of the Copper
Creek Association dated 2-6-86.
ARTICLE
I:
Definitions
The words and terms used herein shall be deemed
to have the same meanings as are given those words
and terms in the Declaration. "Copper
Creek" as used herein to describe a place
shall refer to the real property described in the
Declaration as Copper Creek.
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ARTICLE
II: Name
The name of the corporation is THE COPPER CREEK
ASSOCIATION, (hereafter called the
"Association").
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ARTICLE
III: Principal Place of Business
The principal and known place of business and
office of the Association shall be at 7925-A N.
Oracle Road, #391, Tucson, AZ 85704.
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ARTICLE
IV: Initial Business
The character of business that the Association
initially intends to actually conduct in this
state is the administration of requirements of the
Declaration.
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ARTICLE
V: Statutory Agent
McEvoy, Daniels, & Darcy, whose address is
2701 E. Speedway, #101, Tucson, AZ 85716 is hereby
the statutory agent of the Association.
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ARTICLE
VI: Purposes, Powers and Character of Affairs
Section 1. Purposes
and Initial Purposes. The purpose for which
the Association is organized is the transaction of
any and all lawful business for which non-profit
corporations may be incorporated under the laws of
the State of Arizona, as the same may be amended
from time to time, including but not limited to:
(a) To provide for the
orderly development, maintenance, preservation and
architectural control, as provided in the
Declaration, of Copper Creek; and
(b) To consider the
health, safety and welfare of the Owners, Lessees
and Residents within Copper Creek and any
additions thereto as may hereafter be brought
within the jurisdiction of the Association.
(c) To comply with
requirements of the Declaration of Covenants,
Conditions, and Restrictions created for Copper
Creek.
Section 2.
Powers. In the conduct of its business, this
Association, to the extent authorized by its Board
of Directors and subject to any limitations set
forth in the Declaration and amendments thereto,
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) Exercise all of the
powers and privileges and to perform all of the
duties and obligations of the Association as set
forth in the Declaration, as the same may be
amended from time to time as therein provided,
said Declaration being incorporated herein as if
set forth at length;
(b) Fix, levy, collect
and enforce payment of, 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
incident 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,
guarantee payment or performance of obligations,
and 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) Dedicate, sell or
transfer all or any part of the Common Area to any
public agency, authority, or utility for such
purposes and subject to such conditions as may be
agreed to by the Association. Unless otherwise
required by zoning stipulations or agreements with
the County of Pima/Town of Oro Valley effective
prior to the date hereof or specified on a
Recorded subdivision plat, no such dedication or
transfer shall be effective unless an instrument
has been signed by the Owners of two-thirds (2/3)
of the Membership and recorded agreeing to such
dedication, sale, or transfer is to public
agencies, authorized or utilities in accordance
with the Declaration;
(f) Participate in
merges and consolidations with other nonprofit
corporations organized for the same purposes or
annex additional property and Common Area;
provided, however, that any such merger,
consolidation or annexation shall have the assent
of the Owners or two-thirds (2/3) of the
Membership;
(g) Establish and adopt
Bylaws and other rules and regulations deemed
necessary and expedient to carry into effect the
object and purposes of the Association.
Section 3. Limitation
of Purposes. 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 stock may be issued by this
Association, no dividends or pecuniary profit
shall be paid to or insure to the benefit of its
members. No certificates of Membership shall be
issued and Memberships shall be evidenced by an
official list of the Owners (or Owners of a Lot or
Parcel), which list shall be kept by the Secretary
of the Association.
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ARTICLE
VII: Memberships and Voting
Section 1.
Owners of Lot and Parcels. Every Owner of a Lot
or Parcel which is subject to Assessment shall
be a Member of the Association. Each such Owner
shall have the following number of Memberships:
(a) One Membership for
each Lot owned by the Member,
(b) One Membership for
each Rental Apartment owned by the Member, and for
the purposes of the Declaration, each Rental
Apartment shall be considered a Lot unless
otherwise indicated.
(c) Commercial
Membership will be determined by the applicable
Tract Declaration;
(d) In the case of (i)
the Owner of a Parcel designated for use as an
Apartment Development but as to which construction
has not been completed, or {ii) the Owner of a
Parcel designated for Condominium Development but
as to which a horizontal property regime has not
been Recorded, one Membership for each Dwelling
Unit permitted upon the Parcel under the Master
Development Plan then in effect for Copper Creek,
the number of such Dwelling Units to be determined
on the assumption that the number of such Dwelling
Units within a Density Classification on the
Master Development Plan will be spread evenly over
all land within the Density Classification. If a
site plan for the Parcel is subsequently approved
by the Architectural Committee and the Town of Oro
Valley for a number of Dwelling Units different
than the number of Dwelling Units assumed pursuant
to the Master Development Plan, the number of
Memberships shall be adjusted, as to the portion
of the Parcel covered by the site plan and
effective as of the date of adjustment, to reflect
the actual number of Dwelling Units authorized by
the site plan; and
(e) In the case of the
Owner of a Parcel with a Land Use Classification
of Single Family Residential or Cluster
Residential, one Membership for each Dwelling Unit
permitted upon the Parcel under the Master
Development Plan then in effect for Copper Creek.
If a subdivision plat or other instrument creating
Lots is Recorded covering all or part of the area
within the Parcel, the Parcel shall be reduced in
size by the area so platted and the number of
Memberships held by the Owner, as Owner of the
Parcel, shall be reduced by a number equal to the
number of Lots in the Recorded subdivision plat.
All Memberships attributable to the Parcel shall
cease when the land area ceases to be a Parcel
because all of the area in the Parcel has been
platted or otherwise dedicated to the public and
Residential area remains within the Parcel.
Each such Membership
shall be appurtenant to and may not be separated
from ownership of the Lot or Parcel to which the
Membership is attributable. There shall be only one
Membership for each Lot, for each Dwelling Unit, for
each Rental Apartment and, as determined by the
Tract Declaration for each Commercial Parcel, which
Memberships shall be shared by any joint owners of,
or owners of undivided interest in, a Lot or Parcel.
Section 3. Right
to Vote. No change in the ownership of a
Membership shall be effective for voting purposes
unless and until the Board is given actual written
notice of such change and is provided satisfactory
proof thereof. The vote for each such Membership
must be cast as a unit, and fractional votes shall
not be allowed. In the event that a Membership is
owned by more than one (1) person or entity and
such owners are unable to agree among themselves
as to how their vote or votes shall be cast, they
shall lose their right to vote on the matter in
question. If any Member casts a vote representing
a certain Membership, it will thereafter be
conclusively presumed for all purposes that he was
acting with the authority and consent of all other
owners of the same Membership unless objection
thereto is made at the time the vote is cast. In
the event more-than one (1) vote is cast for a
particular Membership, none of the said votes
shall be counted and all said votes shall be
deemed void.
Section 4.
Cumulative Voting for Board Member. In any
election of the members of the Board, every owner
of a Membership entitled to vote at such an
election shall have the number of votes for each
Membership equal to the number of directors to be
elected. The candidates receiving the highest
number of votes, up to the number of the Board
members to be elected, shall be deemed elected.
Section 5. Membership
Rights. Each Member shall have the rights, duties
and obligations set forth in the Declaration and
such other rights, duties and obligations as are
set forth in the ARTICLEs of Incorporation and
Bylaws of this Association, as the same may be
amended from time to time.
Section 6.
Transfer of Membership. Except as provided in
Section 7 of this ARTICLE VII, the rights and
obligations of the owner of a Membership in the
Association shall not be assigned, transferred,
pledged, conveyed or alienated in any way except
upon transfer of ownership to an Owner's Lot or
Parcel. A transfer of ownership to a Lot or Parcel
may be effected by Deed, interstate succession,
testamentary disposition, foreclosure of a
mortgage of record, or such other legal process as
now in effect or as may hereafter be established
under or pursuant to the laws of the State of
Arizona Any attempt to make a prohibited transfer
shall be void. Any transfer of ownership to a Lot
or Parcel shall operate to transfer the
Membership(s) appurtenant to said Lot or Parcel to
the new Owner thereof.
Section 7.
Use of Membership; Designees. Subject to the
Copper Creek Rules, all of the owners of a
Membership may designate one (1) OF more
non-Members (herein referred to as a
"Designee") to exercise all of the
rights of the Member under this Declaration except
the Member's voting rights, but such designation
shall not relieve the Member of any liabilities or
obligation as an Owner or Lessee or with respect
to the Membership. So long as such designation is
in effect, the Member shall be permitted to
exercise only his voting rights and the Board may,
among other things, in its discretion, set maximum
or minimum periods for which such designation may
be in effect and limit the number of persons who
may be so designated by any Member at any one
time. It shall be presumed that a Lessee of a
Rental Apartment is the Designee for the
Membership associated with that Rental Apartment.
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ARTICLE
VIII: 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 five (5) nor more than eleven (11)
directors who must be Members of the Association.
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ARTICLE
IX: Amendments
Section 1.
Amendments These ARTICLEs of Incorporation may be
amended by the affirmative vote of ninety percent
(90%); of the votes of Members of the Association
cast at a duly cal1ed meeting of the Members;
provided, however, after twenty (20) years from
date of the Recording of the Declaration (as
recorded on January 10, 1986, Book 698, Pages
109-154 in the Pima County Recorder's Office), the
affirmative vote of only seventy-five percent
(75%) of the Members casting votes at a duly
called meeting of the Members shall be necessary
to adopt an amendment to the ARTICLEs.
Section 2.
Right of Amendment if Requested by Governmental
Agency or Federally Chartered Lending
Institutions. Any thing in these ARTICLEs to the
contrary notwithstanding, the Board shall have the
right to amend all or any part of the ARTICLEs to
such an extent and with such language as may be
requested by the Federal Housing Administration
("FHA") or the Veterans Administration
("VA") and to further amend the ARTICLEs
to the extent requested by any other federal,
state or local governmental agency which requests
such an amendment as a condition precedent to such
agency's approval of the ARTICLEs or by any
federally chartered lending institution as a
condition precedent to lending funds upon the
security of any Lots. In the event of such an
amendment, ARTICLEs of amendment shall be
executed, filed and published as provided under
Arizona law. It is the desire of members to retain
control of the Association and its activities
through the Board of Directors. If any amendment
requested pursuant to the provisions of this
Section deletes, diminishes or alters such
control, the Board shall have the right to
prepare, provide for and adopt, as an amendment
hereto, other and different control provisions.
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ARTICLE
X: Incorporator
The name and
address of the incorporators are as follows:
| Rodney Oates |
426 N. 44th Street
#350 |
Phoenix, AZ 85008 |
| Pat Damiani |
3131 N. Country Club
#107 |
Tucson, AZ 85716 |
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ARTICLE
XI: Interpretation
In the event that
any provision hereof is inconsistent with or in
derogation of the Declaration, the provisions of
the Declaration shall control and this instrument
shall be interpreted accordingly.
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ARTICLE
XII: Indemnification
The Association
shall indemnify any person against expenses,
including without limitation attorney's fees,
judgments, fines and amounts paid in settlement,
actually and reasonably incurred by reason or the
fact that he or she was a Director, officer,
employee or agent of the Association, or is or was
serving as a director, officer, employee or agent
of another corporation, partnership, joint
venture, trust or other enterprise in all
circumstances in which, and to the extent that,
such indemnification is specifically permitted and
provided for by the laws of the State of Arizona
as then in effect.
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