Park Forest Homeowners Association

ARTICLES OF INCORPORATION

PARK FOREST HOMEOWNERS ASSOCIATION, INC.

The undersigned hereby signs and acknowledges, for delivery in duplicate to the Secretary of State of Colorado, these Amended and Restated Articles of Incorporation under the Colorado Revised Nonprofit Corporation Act.

Park Forest Homeowners Association, Inc., a Colorado nonprofit corporation (hereinafter referred to as the "Association"), hereby certifies to the Secretary of State of Colorado that:

FIRST: The Association desires to amend and restate its Articles of Incorporation currently in effect as hereinafter provided.

SECOND: The provisions set forth in these Amended and Restated Articles of Incorporation supersede and replace the original Articles of Incorporation and all amendments thereto. These Amended and Restated Articles of Incorporation correctly set forth the provisions of the Articles of Incorporation, as amended.

THIRD: The Articles of Incorporation of the Association are hereby amended by striking in their entirety Articles I through XII, inclusive, and by substituting in lieu thereof the following:

ARTICLE 1.
NAME

The name of this corporation is Park Forest Homeowners Association, Inc. (the "Association").

ARTICLE 2.
DURATION

The duration of the Association shall be perpetual.


ARTICLE 3.
DEFINITIONS

The definitions set forth in the Protective Covenants for Park Forest, Filings 1 through 4, as amended, shall apply to all capitalized terms set forth herein, unless otherwise defined herein.

ARTICLE 4.
NONPROFIT

The Association shall be a nonprofit corporation, without shares of stock.

ARTICLE 5.
PURPOSES AND POWERS OF ASSOCIATION

The purposes for which the Association is formed are as follows:

(a) To operate and manage the Common Interest Community known as "Park Forest,"a planned community, and to operate and manage the property and Common Area included within the Community, situated in the City and County of Denver, State of Colorado, subject to the Declaration, a plat, Bylaws and such rules and regulations as the Board of Directors may from time to time adopt, for the purposes of enhancing and preserving the value of the Lots and the Common Area in the Park Forest Community for the benefit of the Members;

(b) To eliminate or limit the personal liability of Directors to the Association or to the Members for monetary damages for breach of fiduciary duty as a Director, as allowed by law;

(c) To perform all acts and services and exercise all powers and duties in accordance with the requirements for an association of owners charged with the administration of the property and Common Area under the terms of the Colorado Common Interest Ownership Act, as amended (the "Act") and as applicable to common interest communities created prior to July 1, 1992, and as set forth in the Declaration;

(d) To act for and on behalf of the Members of the Association in all matters deemed necessary and proper for the protection, maintenance and improvement of the property owned by the Members and this Association and to act for and on behalf of the Properties and Common Area, including, without limitation, representing the Association before any city council or other governmental body having jurisdiction over the Association or services proved to the Association;

(e) To provide for the administration, maintenance, preservation, and architectural review of the Lots and Common Areas subject to the Declaration;

(f) To promote the health, safety, welfare and recreation of the Members and residents; and

(g) To do any and all permitted acts suitable or incidental to any of the foregoing purposes and objects to the fullest extent permitted by law, and do any and all acts that, in the opinion of the Board, will promote the common benefit and enjoyment of the occupants, residents and Owners within the Park Forest Community, and to have and to exercise any and all powers, rights and privileges which are granted under the Act, the Colorado Revised Nonprofit Corporation Act, the Declaration, Bylaws and the laws applicable to a nonprofit corporation of the State of Colorado.

The foregoing statements of purpose shall be construed as a statement of both purposes and powers. The purposes and powers stated in each clause shall not be limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be broadly construed as independent purposes and powers. The Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of the Association.

ARTICLE 6.
MEMBERSHIP RIGHTS AND QUALIFICATIONS

Any person who holds title to a Lot in the Park Forest Community shall be a "Member" of the Association. There shall be one (1) membership for each Lot owned within the Community. This membership shall be automatically transferred upon the conveyance of that Lot. The authorized number and qualifications of Members of the Association, the voting and other rights and privileges of Members, Members' liability for dues and assessments, and the method of collection of dues and assessments shall be as set forth in the Declaration and Bylaws of the Association.

ARTICLE 7.
PRINCIPAL OFFICE AND REGISTERED AGENT

The current principal office of the Association is Orten & Hindman, P.C., 11901 W. 48th Avenue, Wheat Ridge, CO 80033-2166. The current registered agent of the Association is Orten & Hindman, P.C. at the registered address of 11901 W. 48th Avenue, Wheat Ridge, CO 80033-2166. The principal office and the registered agent and office of the Association may change from time to time, by action of the Board of Directors.






ARTICLE 8.
EXECUTIVE BOARD/BOARD OF DIRECTORS

The business and affairs of the Association shall be conducted, managed and controlled by a Board of Directors (Executive Board). The initial Executive Board may consist of three (3) to ten (10) persons, and this number may be changed by a duly adopted amendment to the Bylaws.

ARTICLE 9.
AMENDMENT

shall require the assent of at least a majority of the votes of Members of the Association are entitled to cast; provided, however, that no amendment to these Articles of Incorporation shall be contrary to or inconsistent with the provisions of the Declaration. Further, an Amendment may also be made pursuant to the assent of at least thirty percent (30%) of the Members by a vote by mail.

ARTICLE 10.
DISSOLUTION

In the event of the dissolution of the Association as a corporation, either voluntarily or involuntarily by the Members hereof, by operation of law or otherwise, then the assets of the Association shall be deemed to be owned by the Members at the date of dissolution, as a part of their Lots, equally, unless otherwise agreed or provided by law.

ARTICLE 11.
INTERPRETATION

Express reference is hereby made to the terms and provisions of the Declaration, which shall be referred to when necessary to interpret, construe or clarify the provisions of these Articles. In the event of conflict, the terms of the Declaration shall control over these Articles of Incorporation.

FOURTH: By resolution of the Board of Directors of the Association and pursuant to Colorado law, the Board of Directors of the Association has set forth the foregoing Amended and Restated Articles of Incorporation. The foregoing Amended and Restated Articles of Incorporation received the approval of at least sixty-six percent (66%) of all of the Members, at a meeting of the Members held on , 2000.