The Ranch at Scottsdale Mirage

Articles of Incorporation

Pima Vista Owners Association

ARTICLES OF INCORPORATION c_ 7. IM „.. ^. , - ,
OF . , '
PII4A VISTA OWNERS ASSOCIATION 7-:
In compliance with the requirements of §10-1001f et seq. f Arizona Revised Statutes, as amended, the undersigned, all of whom are of full age, have this date voluntarily associated themselves for the purpose of forming a nonprofit corporation, and do hereby certify;
ARTICLE I NAME
The name of the corporation is Pima Vista Owners Association*
ARTICLE II DEFINED TERMS
Capitalized terms used in these Articles without definition shall have the meanings specified for such terms in the Declaration of Covenants, Conditions and Restrictions for Pima Vista recorded with the County Recorder of Maricopa County, Arizona, as Instrument No* 86-024254.
ARTICLE III PRINCIPAL OFFICE
The principal office of the Association shall be located at 426 N. 44th St., Suite 300, Phoenix, Arizona 85008.
ARTICLE IV STATUTORY AGENT
Donald E. Dyekman, whose address is 4110 N. Scotts-dale Road, Suite 308, Scottsdale, Arizona, 85251, and who has been a bona fide resident of the State of Arizona for more than three (3) years last past, is hereby appointed and designated as the initial statutory agent for the corporation.

ARTICLE V PURPOSE OF THE ASSOCIATION
The object and purpose for which this Association is organized is to provide for the management, maintenance, and care of the Common Area and other property owned by the Association or property placed under its jurisdiction. In furtherance of, and in order to accomplish the foregoing object and purpose, the Association may transact any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time*
ARTICLE VI THE CHARACTER OF THE BUSINESS
The general nature and character of the business to be transacted by the Association shall be as follows 2
(a) To own, operate, repair and maintain the Common Area and all other property and improvements to be used in common by and for the benefit of the Owners of Lots within the real property described in Exhibit A attached hereto, including private streets and any real property annexed by the Declarant pursuant to the Declaration;
(b) To accept the Common Area and such other property and improvements as may be conveyed to the corporation and to maintain, repair and replace all landscaping, parking areas, walk areas, recreational areas, facilities and private streets upon such property; to pay all taxes and assessments, if any, which may properly be levied against such property or other property acquired by or owned by the corporation; to impress liens against the individual Lots to secure the payment of Assessments and other obligations due from the Owners thereof to the Association and to collect, foreclose or otherwise enforce, compromise, release, satisfy and discharge said demands, and to do all other acts necessary to the filing, maintenance and discharge of said liens; to take any action necessary, to enforce the Project Documents; to do any and all lawful things and acts which the Association, at any time, and from time to time, shall in its discretion, deem to be in the best interests of the Members, and to pay all costs and expenses in connection therewith and in connection with any and all the purposes of the Association; to do any and all lawful things which may be advisable, proper, authorized or permitted to be done by the Association under and by virtue of any condition, covenant, restriction, reservation, charge or assessment affecting the
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property or any portion thereof, and to do and perform any and all acts which may be either necessary for or incidental to the exercise of any of the foregoing powers, or for the peace, health, comfort, safety or general welfare of the Members? and further, to do any and all things and exercise all rights and powers permitted to nonprofit corporations under the laws of the State of Arizona, including the power to mortgage or encumber any property owned by it and to take any action necessary to enforce the Project Documents;
(c) To enter into, perform and carry out contracts of any kind necessary to, or in connection with, or incidental to, the accomplishment of the purpose of the corporation?
(d) To borrow and loan money, and give, take and hold security and collateral, to execute, make and issue and take and receive bonds, notes, debentures, mortgages, pledges and other evidences of indebtedness and security, of any and all kinds whatsoever f in furtherance of any or all of the objects of its business, but only with the consent of two-thirds (2/3) of each class of membership?
(e) To make contracts of all kinds and descriptions with third parties, firms and corporations?
(f) To do and perform any and all acts and things and to transact any business, not inconsistent with law, which may be necessary, incidental to or convenient in the carrying out of any of the businesss or purposes of the Association, including, without limitation, all acts necessary to perform all obligations and duties of the Association under the Project Documents.
ARTICLE VII MEMBERSHIP
Identity of Members* The Association shall be a nonstock corporation and no stock shall be issued and no dividends or pecuniary profits shall "be paid to its members. Membership in the Association shall be limited to. Owners of Lots, An Owner of a Lot shall automatically, upon becoming the Owner thereof, be a Member of the Association and shall remain a Member of the Association until such time as his ownership ceases for any reason, at which time his membership in the Association shall automatically cease*
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Transfer of Membership, Membership in the Association shall be appurtenant to each Lot, and a membership in the Association shall not be transferred, pledged or alienated in any way, except upon the sale of a Lot and then only to such purchaser, or by intestate succession, testamentary disposition, foreclosure of mortgage of record or other legal process* Any attempt to make a prohibited transfer shall be void and shall not be reflected upon the books and records of the Association*
First Annual Meeting. The first annual meeting of the members of the Association shall be held on the second Monday in April/ 1986*
ARTICLE VIII VOTING RIGHTS
Classes of Members. The Association shall have two classes of voting memberships
Class A» Class A members shall be all Owners, with the exception of the Declarant so long as there is a Class B membership, of Lots. Each Class A member shall be entitled to one (1) vote for each Lot owned.
Class B. The Class B member shall be the Declarant. The Class B member shall be entitled to three (3) votes for each Lot owned. The Class A membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier;
(a) When seventy-five percent (75%) of the Lots have been conveyed to Purchasers?
(b) Five (5) years after the conveyance of the first Lot to a Purchaserj or
(c) When the Declarant notifies the Association in writing that it relinquishes its Class B membership.
Joint Ownership. When more than one person is the Owner of 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 ballot be cast with respect to any Lot. The votes for each such Lot must be cast as a unit, and fractional votes shall not be allowed. In the event that joint 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 Owner casts a

ballot representing a certain Lot, 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 Lot. In the event more than one ballot is cast for a particular Lot, none of said votes shall be counted and said votes shall be deemed void.
Corporate Owner ship* In the event any Lot is owned by a corporation, partnership or other association, the corporation, partnership or association shall be a Member and shall designate in writing at the time of acquisition of the Lot an individual who shall have the power to vote said membership, and in the absence of such designation and until such designation is made, the president, general partner or other chief executive officer of such corporation, partnership or association shall have the power to vote the membership.
Suspension of Voting Rights. In the event any Owner shall be in arrears in the payment of any Assessments or other amounts due under any of the provisions of the Project Documents for a period of fifteen (15) days, said Owner!s right to vote as a Member of the Association shall be suspended and shall remain suspended until all payments, including accrued interest and attorneys1 fees, are brought current, and for a period not to exceed 60 days for any infractions of the Project Documents.
ARTICLE IX BOARD OF DIRECTORS
The affairs of the Association shall be conducted by a board of directors and such officers and committees as the directors may elect and appoint. So long as there is a Class B membership in the Association, the directors need not be Members of the Association. The Board may increase the number of directors on the Board but the number of directors must always be an odd number and may not' exceed nine (9) directors. The number of directors constituting the initial Board shall be three (3) . The names and addresses of the first directors of the Association are as follows;
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Name Mailing Address
Gary Nelson 426 N* 44th St., Suite 300
Phoenix, Arizona 85008
Tom Eggert 426 N. 44th St., Suite 300
Phoenix, Arizona 85008
Janet Bates 426 N. 44th St., Suite 300
Phoenix, Arizona 85008
The initial directors shall serve until the first annual meeting of the Members and until their successors have been elected and qualified. Commencing with the first annual meeting of the Members, all directors shall be elected for a term of one (1) year. Any vacancy occurring on the Board by reason of death, resignation, or disqualification of any director shall be filled by the remaining directors, such replacement director to serve the unexpired portion of the prior director's term.
The Board shall adopt Bylaws for the Association, by a majority vote of the members of the Board, at a regular or special meeting called therefor. The power to alter, amend or repeal the Bylaws is reserved to the Members except that the Board, without a vote of the Members and without complying with the provisions of Article 12 of the Declaration may amend the Bylaws in order to conform the Bylaws to the requirements or guidelines of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the Veterans Administration or any federal, state or local governmental agency whose approval of the Project, the Plat or the Project Documents is required by law or requested by the Declarant. So long as there is a Class B membership in the Association, any amendment of the Bylaws by the Board must be approved by the Veterans Administration or the Federal Housing Administration.
ARTICLE X OFFICERS
The following persons shall be the initial officers of the Association and shall hold the positions opposite their names until the first annual meeting of the Association and until their successors have been elected and qualified:
Gary Nelson President
Tom Eggert Vice-President
Janet Bates Secretary/Treasurer

ARTICLE XI DISSOLUTION
The Association may be dissolved with the assent given in writing and signed by Owners representing not less than two-thirds (2/3) of the authorized votes of each class of Membership* Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed, or assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purpose*
ARTICLE XII AMENDMENTS
These Articles may be amended by Members representing at least seventy-five percent (75%) of the total authorized votes entitled to be cast by Members of the Association? provided, however, that the Board, without a vote of the Members and without complying with Article 12 of the Declaration, may amend these Articles in order to conform these Articles to the requirements or guidelines of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the Veterans Administration or any federal, state or local governmental agency whose approval of the Project, the Plat or the Project Documents is required by law or requested by the Declarant. So long as there is a Class B membership in the Association, any amendment of these Articles must have the prior written approval of the Veterans Administration or the Federal Housing Administration.
ARTICLE XIII DURATION
The corporation shall exist perpetually*

ARTICLE XIV INCORPORATORS
The names and addresses of the incorporators of the Association arei

Names
Gary Nelson
Janet Bates
Addresses
426 N. 44th St., Suite 300 Phoenix, Arizona 85008
426 N. 44th St., Suite 300 Phoenix, Arizona 85008

ARTICLE XV FHA/VA APPROVAL
As long as there is a Class B membership, the following will require the prior approval of the Federal Housing Administration or the Veterans Administrations annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dedication of Common Area, undertaking self-management of the Project or the Association and dissolution and amendment of these Articles of Incorporation*


Gary /Nelson
IN WITNESS V7HEREOF, for the purpose of forming this corporation under the laws of the State of Arizona, we, the undersigned, constituting the incorporators^of the Association, have executed these Articles of Incorporation t^vifS) 17th day of September , 1986.



Janet Bates


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EXHIBIT A
Lots 31 through 42, inclusive, and Tracts B, C, D, E, F, G, H, I, J, K, L and M, PIMA VISTA, according to the plat recorded in Book 289 of Maps, Page 36, records of Maricopa County, Arizona.