OFFICE OF THE PUBLIC REGULATION COMMISSION
CERTIFICATE OF INCORPORATION OF SANTA CALIFORNIA
SUBDIVISION, UNITS 14 & 15 ARCHITECTURAL COMMITTEE AND HOMEOWNERS ASSOCIATION
2215168
The Public Regulation Commission certifies that duplicate originals of the Articles of Incorporation attached hereto, duly signed and verified pursuant to the provisions of the NONPROFIT CORPORATION ACT (53-8-1 to 53-8-99 NMSA 1978) have been received by it & are found to conform to law. Accordingly, by virtue of the authority vested in it by law, the public Regulation Commission issues this Certificate of the Articles of Incorporation
Dated: DECEMBER 14, 2001
ARTICLES OF INCORPORATION
OF SANTA CALIFORNIA SUBDIVISION, UNITS 14 & 15
ARCHITECTURAL COMMITTEE AND HOMEOWNER’S ASSOCIATION
The undersigned, acting as incorporators of a association under the New Mexico Nonprofit Corporation Act adopt the following Articles of Incorporation for the association.
ARTICLE ONE
Name
The name of the association is SANTA CALIFORNIA SUBDIVISION, UNITS 14 & 15
ARCHITECTURAL COMMITTEE AND HOMEOWNER’S ASSOCIATION (“Association)
ARTICLE TWO
Duration
The Association shall have perpetual existence.
ARTICLE THREE
Purpose
The Association is a nonprofit corporation and is not organized for pecuniary gain or profit. It is organized under the New Mexico Nonprofit Corporation Act to promote the common good and general welfare of the community. The internal operations and affairs of the Association shall be determined and fixed by the bylaws adopted by the Board of Directors at the initial organization meeting. The specific purposes for which the Association is organized is to maintain, repair, and improve the roads leading to and within Units 14 and 15 of the Santa California Subdivision (the “Subdivision”) on an ongoing and emergency basis, maintain and improve the common areas of the Subdivision, coordinate amendments to the covenants of the Subdivision as needed, and enforce the covenants of the Subdivision.
The Association is organized exclusively for promoting social welfare within the meaning of 501(c)(4) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the “Code”). In furtherance thereof, the Association may receive property by gift, devise, or bequest, invest or reinvest the same, and apply the income and principal thereof, as the Board of Directors may organization or organizations, and engage in any lawful act or activity for which corporations may be organized under the New Mexico Nonprofit Corporation Act, and 501(c)(4) of the Internal Revenue Code.
ARTICLE FOUR
Restrictions
1. The Association shall not have any power to issue certificates of stock or declare dividends. No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, its directors, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered. All the earnings and property of the Association shall be used to further the purpose and objects of the Association as set forth in Article 1. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise permitted by 501(h) of the code and in any corresponding laws of the State of New Mexico. The Association shall not participate in or intervene in, including the publishing or distribution of statements concerning any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
2. The Association shall be operated in a manner that prevents it from being a private foundation within the meaning of 509 of the Internal Revenue Code and its regulations as such section and regulations now exist, or may hereafter be amended, or under corresponding laws and regulations hereafter adopted. This paragraph (2) shall apply only if the Association is or becomes a private foundation as that term is defined by 509 of the Code. The Association hall expend or distribute its income for each year at such time and in such amount and manner as not to subject it to tax under 4942 of the Code; and shall refrain from any act or self-dealing, any retention of excess business holdings, any investment and any taxable expenditure that would subject it to tax under 4941, 4943, 4944, 4945 of the Internal Revenue Code as amended , and its regulations as such sections and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted.
ARTICLE FIVE
Dissolution
Upon the dissolution of the Association the balance, if any, of all monies retained by the Association after the payment in full of all debts and obligations of the Association shall be used and distributed exclusively for social welfare consistent with the primary purpose of this Association within the meaning of 501(c)(4) of the Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE SIX
Membership
The Association may have one or more classes of voting and non-voting members.
ARTICLE SEVEN
Registered Office and Registered Agent
The street address of the Association’s initial registered office shall be 325 Paseo de Peralto, Santa Fe, NM 87501, and the name of the Association’s initial registered agent at that address shall be Germaine R. Chappelle.
ARTICLE EIGHT
Directors
The number of directors constituting the initial Board of Directors shall be (3). The names and addresses of the persons who are to serve as directors until the first organizational meeting, or until their successors are elected and qualified, are as follows:
| 1. Robert Snow U.S. 84, State Rd. 554 Prado Valley Ranch 45 Pinion Rd. Abiquiu, NM 87510 | |
| 2. Frank Croft 644 Canyon Rd. Santa Fe, NM 87501 | |
| 3. Ann Kenyon U.S. 84, State Rd. 554 Prado Valley Ranch Yermo Dr. House #130 Abiquiu, NM 87510 Dated: 12/2/01 |
SANTA CALIFORNIA SUBDIVISION, UNITS 14 &15 ARCHITECTURAL COMMITTEE AND HOMEOWNERS ASSOCIATION ARTICLES OF INCORPORATION