Articles of Incorporation

Page 1 of the original is a divider page inserted by the document vendor, and is not reproduced here.

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Page 2 of the original is a Secretary of State certificate of authentication, signed by March Fong Eu on August 24, 1977, certifying the annexed transcript to be a full, true and correct copy of the record on file. It attests to the certified paper copy, not to this transcription, and is not reproduced here.

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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

OF

JAMACHA GREENS HOMEOWNERS’ ASSOCIATION

(Endorsed, Filed in the office of the Secretary of State of the State of California, Aug 18 1977. March Fong Eu, Secretary of State. By James E. Harris, Deputy.)

[handwritten name] and [handwritten name] certify:

1. That they are the president and secretary, respectively, of Jamacha Greens Homeowners’ Association, a California non-profit corporation.
2. The Bylaws authorized the directors to adopt resolutions amending the articles by unanimous written consent without a meeting; accordingly by unanimous consent without a meeting, the directors have adopted the following resolutions:

RESOLVED that Article Two, Paragraph (b), subparagraph (5) shall be amended to read as follows:

To borrow money, and with the assent of two-thirds (2/3rds) of each class of 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;

RESOLVED FURTHER that Article Eight shall be amended to read as follows:

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The association is one which does not contemplate any pecuniary gain or profit to the members thereof and is organized solely for non-profit purposes. Upon dissolution of the association, other than incident to a merger or a consolidation, the assets shall be distributed to an appropriate public agent to be used for purposes similar to those for which the association was created. In the event that such distribution is refused acceptance, such assets shall be granted, conveyed, and assigned to any non-profit corporation, association, trust, or organization to be devoted to such similar purposes.

3. That the members of the association have adopted said amendments by resolution at a meeting held at THE POOL AREA, EL CAJON, California on JULY 26th, 1977, at 5:30 P.M.; and that the wording of the amended articles, as set forth in the members’ resolution is the same as that set forth in the directors’ resolutions in Paragraph Two above.
4. That the number of members which voted affirmatively for the adoption of said resolutions is greater than seventy-five percent (75%) of the voting members then entitled to vote on said amendments, and that 108 of

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128 voted in favor of said resolutions.

[Signature] PRESIDENT

[Signature] SECRETARY

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are of their own knowledge true and correct. Executed at El Cajon, California on July 27th, 1977.

[signature] PRESIDENT

[signature] SECRETARY

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Page 6 of the original is a Secretary of State certificate of authentication, signed by Edmund G. Brown Jr. on November 30, 1971 and stamped as filed by the San Diego County Clerk on December 1, 1971. It attests to the certified paper copy, not to this transcription, and is not reproduced here.

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(Recorder’s stamp: 639925. ENDORSED FILED in the office of the Secretary of State, NOV 29 1971. Edmund G. Brown Jr., Secretary of State. By F. Colby Vogel, Deputy.)

ARTICLES OF INCORPORATION

OF

JAMACHA GREENS HOMEOWNERS ASSOCIATION

ONE: The name of this corporation (“Association” herein) is JAMACHA GREENS HOMEOWNERS ASSOCIATION. [a further sentence here is struck out on the original and is not legible]

TWO: The purposes for which the Association is formed are:

1. (a) The specific and primary purposes are to provide for maintenance, preservation and architectural control of a condominium project or projects on real property located in the City of El Cajon, County of San Diego, State of California, described as Lots 1 through 6, inclusive, of Jamacha Greens according to Map thereof No. 7121, filed in the Office of the Recorder of San Diego County, California, on November 19, 1971.
2. (b) The general purposes and powers are:
   1. (1) To promote the health, safety and welfare of the residents within the above-described property;
   2. (2) To exercise all of the powers and privileges and to perform all of the duties and obligations of the Association arising from any covenants or restrictions applicable to the above-described property;p.age 8
   3. (3) To fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration of Restrictions applicable to such property; 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;
   4. (4) To 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;
   5. Key provisionBorrowing, and the two-thirds condition on pledging property

      The text above is the 1971 original. As amended on July 26, 1977 the subparagraph reads: “To borrow money, and with the assent of two-thirds (2/3rds) of each class of 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.” Set the two side by side and the amendment <em>added</em> a condition rather than granting a power: the association could always borrow, and could always pledge; after 1977 the pledging half needs two-thirds of the members. The two-thirds attaches to pledging property, not to borrowing itself — and “each class of members” is legacy language, since the Bylaws establish a single class of one vote per unit.

      This is our summary, not part of the document. What the record shows

      (5) To borrow money, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;
      Key provision Borrowing, and the two-thirds condition on pledging property

      The text above is the 1971 original. As amended on July 26, 1977 the subparagraph reads: “To borrow money, and with the assent of two-thirds (2/3rds) of each class of 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.” Set the two side by side and the amendment <em>added</em> a condition rather than granting a power: the association could always borrow, and could always pledge; after 1977 the pledging half needs two-thirds of the members. The two-thirds attaches to pledging property, not to borrowing itself — and “each class of members” is legacy language, since the Bylaws establish a single class of one vote per unit.

      This is our summary, not part of the document. What the record shows

   6. (6) To have and to exercise any and all powers, rights and privileges which a corporation organized under the General Nonprofit Corporation Law of the State of California by law may now or hereafter have or exercise; andp.age 9
   7. (7) To act in the capacity of principal, agent, joint venturer, or partner, or otherwise.

The foregoing statement of purposes shall be construed as a statement both of purposes and of powers, and purposes and powers in each clause shall be in no wise 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. Notwithstanding any of the above statements of 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.

THREE: The Association is organized pursuant to the General Nonprofit Corporation Law of the State of California.

FOUR: The County in this State where the principal office for the transaction of the business of the Association is located is San Diego County.

FIVE: The authorized number and qualifications of members of the Association, the different classes of membership, if any, the property, voting and other rights and privileges of members, and their liability to dues and assessments and the method of collection thereof, shall be as set forth in the Bylaws.

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SIX: The names and addresses of the persons who are to act in the capacity of Directors until the selection of their successors are: FRANK NEWBERRY, 3435 Camino Del Rio South, Suite 122, San Diego, California; ROBERT KINNINGER, 3435 Camino Del Rio South, Suite 122, San Diego, California; RACHAEL ROBBINS, 3435 Camino Del Rio South, Suite 122, San Diego, California; PETER E. RIDDLE, 935 Bank of America Building, San Diego, California; and TREVOR CRABTREE, 3435 Camino Del Rio South, Suite 122, San Diego, California.

SEVEN: Amendment of these Articles shall require the assent of the members representing at least 75% of the voting interest then entitled to vote as provided in the Bylaws.

EIGHT: The Association is one which does not contemplate pecuniary gain or profit to the members thereof and it is organized solely for nonprofit purposes. Upon the winding up and dissolution of the Association, after paying or adequately providing for the debts and obligations of the Association, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable, educational, and/or scientific purposes and which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code. If the Association holds any assets in trust, such assets

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shall be disposed of in such manner as may be directed by decree of the Superior Court of the county in which the Association’s principal office is located, upon petition therefor by the Attorney General or by any person concerned in the liquidation.

IN WITNESS WHEREOF, the undersigned, constituting the incorporators of this Association, have executed these Articles of Incorporation November 23, 1971.

[signature] FRANK NEWBERRY

[signature] ROBERT KINNINGER

[signature] RACHAEL ROBBINS

[signature] PETER E. RIDDLE

[signature] TREVOR CRABTREE

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Page 12 of the original is a notary's acknowledgment, recording only that signatures were witnessed, and is not reproduced here.