Articles of Incorporation 1979

NOT FOR PROFIT 363927

File 5 4.pF1 ARTICLES OF INCORPORATION 1015 DEPARTMENT OF STATE OF STATE OF COLORADO CONDOMINIUM HOMEOWNERS ASSOCIATION DENVER STAKE

The undersigned persons, acting as incorporators under the Colorado Nonprofit Corporation Act, sign and acknowledge the following Articles of Incorporation for such corporation.

ARTICLE I Name

The name of the corporation is: BENCHMARK CONDOMINIUM HOMEOWNERS ASSOCIATION (hereinafter called the "Association").

ARTICLE II Duration

The term of existence of this corporation is perpetual.

ARTICLE III Purposes

The purpose or purposes for which this corporation is organized are as follows:

To be and constitute the Association to which reference is made in the Declaration of Condominium for Benchmark Condominium and any amendments thereto (hereinafter referred to as "Declaration"), to be recorded in the records of the Clerk and Recorder of the County of Eagle, State of Colorado, and to perform all obligations and duties of the Association in said Declaration recited.
To provide for maintenance, preservation and architectural control of the condominium ownership project within that certain tract of real property described as:

Filing Block 2, Benchmark at Beaver Creek Subdivision, County of Eagle, State of Colorado.

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To provide a utility for the furtherance of the interests of all the Members, including the Declarant named in the Declaration, to establish and maintain the above described property in a quality and manner which will enhance and protect its economic value and desirability, and to promote the health, safety and welfare of the residents in said project, including all additions thereto. The Association does not contemplate pecuniary gain or profit to the members.

ARTICLE IV Powers

In furtherance of its purposes, the Association shall have all of the powers conferred upon corporations not for profit by the statutes of the State of Colorado in effect from time to time, including all of the powers necessary or incidental thereto to perform the duties and exercise the rights and powers of the Association under the Declaration which will include but shall not be limited to, the following:

To act as manager of the above described property and any and all additions thereto and to perform such duties as it may undertake from time to time in connection therewith.
To act as manager of the General Common Elements, and from funds collected, to provide for maintenance, constructions, management, insurance, care of General Common Elements, and such other expenses as are enumerated in the Declaration.
To collect assessments and fees from Owners pursuant to the Declaration.
To perform such duties and obligations which may be undertaken by it pursuant to the Declaration from time to time in connection with the project.

To arrange programs for the benefit of Members by way of entertainment, recreation and other events for the mutual benefit and enjoyment of Members.

ARTICLE V Registered Office and Agent

The address of the original registered office of the Association is:

6 Clocktower Square, Suite 360 14261 East Fourth Avenue Aurora, Colorado 80011

and the name of its original registered agent at such address is Richard H. Rossmiller.

ARTICLE VI Membership

Membership in the Association shall consist of the following:

A. All Owners shall automatically become Members of Benchmark Condominium Homeowners Association. No Owner shall have more than one membership and ownership of a condominium shall be the sole qualification for membership. Upon the sale or transfer of a condominium by an Owner, that person's membership shall terminate and shall automatically transfer to the purchaser or transferee.

B. The Declarant or its successors or assigns, or the designees of the Declarant, shall be Members. Such membership shall terminate when the right of the Declarant to vote shall no longer be in effect.

ARTICLE VII Voting

The Association shall have two classes of voting membership.

CLASS A. All Owners shall be "Class A Members."

Class A Members shall be entitled to one vote for each condominium in which they hold the interests required for

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membership. When more than one person holds such interest, the vote for such condominium shall be exercised by one of them designated by written instrument to be the sole voting Member, but in no event shall more than one vote be cast with respect to any such condominium. In the absence of such designation, the Board may designate such a sole voting Member.

CLASS B. The Class B Member shall be the Declarant. The Class B Member shall be entitled to three votes for each condominium in which it holds the interests required for membership; provided that the Class B membership shall cease and become converted to Class A membership on the happening of either of the following events, whichever occurs earlier:

a. When the total votes based upon all condominiums owned including condominium as in hereinafter annexed property outstanding is seventy-five (75) percent of the total votes outstanding in the Class B membership; or

b. December 1, 1985.

ARTICLE VIII Directors

The number of directors constituting the initial Board of Directors of this corporation is three (3), and the names and addresses of the persons who are to serve as the initial Directors are:

Richard H. Rossmiller Suite 360 14261 East Fourth Avenue Aurora, Colorado 80011

James L. Collins Suite 360 14261 East Fourth Avenue Aurora, Colorado 80011

James F. Foster Suite 360 14261 East Fourth Avenue Aurora, Colorado 80011

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ARTICLE IX Nonprofit Purposes

The Association is formed exclusively under the Colorado Nonprofit Corporation Act and not for pecuniary profit or financial gain. No part of the assets or income of the Association shall be distributable to or inure to the benefit of the Members, directors or officers except to the extent permitted by the Colorado Nonprofit Corporation Act.

ARTICLE X Amendments

Amendments to these Articles of Incorporation shall be adopted in the manner set forth in the By-Laws; provided, however, that no amendment to these Articles of Incorporation shall be contrary to or inconsistent with the provisions of the Declaration.

ARTICLE XI By-Laws

The Board of Directors shall have the power to adopt By-Laws to govern the affairs of the corporation and to alter, amend or repeal the By-Laws or adopt new By-Laws from time to time. The powers of the Board under this Article are subject to the approval of 50% plus one of the Members voting in person or by proxy at the annual meeting or at any meeting duly called for such purpose.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 2nd day of February, 1979.

Address of Incorporators: Suite 360, Ste #1 2900, Denver, Colorado 80204

[Signatures present with handwritten names:] Peter M. Eagle [unclear]

Frank H. Gangie [unclear]

10:40

STATE OF COLORADO City COUNTY OF Denver } SS.

I hereby certify that on the 23rd day of February, 1979, there personally appeared before me Duane Chris, Peter M. Peterson and appeared before me Richard A. Peterson, M.D., and to me known to be the persons who signed the foregoing document as incorporators, and being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day of February, 1979.

My commission expires: February 25, 1981

[Signature] Notary Public

[Stamp: RECEIVED]

SECRETARY OF STATE OFFICE

STATE OF COLORADO STATEMENT OF CHANGE OF REGISTERED OFFICE AND/OR REGISTERED AGENT

CASE TYPE (OR PROPER CASE): 7 9 0 2 4 PLEASE READ INSTRUCTIONS ON REVERSE SIDE

1) The exact Corporate Name, current Registered Office & current Registered FOR OFFICE USE ONLY Agent and

[handwritten text - unclear]

CO FILED 01 [unclear date]

The Corporation submits with notice the following information:

2) The State or Country of Incorporation is COLORADO

3) The complete new address of the Corporation's REGISTERED OFFICE shall be changed to: 2037 S. Revere Creek Blvd., Littleton, CO 80123

4) The name of the Corporation's SUCCESSOR REGISTERED AGENT is: Tom Carroll

5) The address of the Corporation's Registered Office and the address of the Corporation's Registered Agent, as changed, will be identical: X Yes

6) The complete street address of the Corporation's principal place of business in Colorado is: 1137

[Legal text in small print regarding corporate requirements]

IMPORTANT: PLEASE SIGN CAREFULLY THIS STATEMENT MUST BE SIGNED BY AN OFFICER OR DIRECTOR OF THE CORPORATION OR BY THE REGISTERED AGENT

Registered Corporate Registered Agent (Note 1) STATE OF COLORADO COUNTY OF Adams [signature] (Note 2) [signature] President

Subscribed and sworn to before me this 14th day of April, 1985 My commission expires 11-3-88

COMPUTER COMPLETE #3 [signature] Notary Public

Note: 1. Enter name of incorporator making the statement. 2. An officer or director signing (or the corporation, must be president or vice president.

SUBMIT THIS STATEMENT WITH PAYMENT TO: CORPORATE REPORT SECTION SECRETARY OF STATE P.O. BOX 5461 DENVER, CO 80217-5461

Filing Fee $5.00