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  • Woodmen Hills Legal Entity Documents

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    These are the Legal Entity Documents and Filing History of Woodmen Hills, as on File with the Secretary of State. The Entity was Voluntarily Dissolved in 2010.

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    These are the Legal Entity Documents and Filing History of Woodmen Hills, as on File with the Secretary of State. The Entity was Voluntarily Dissolved in 2010.

    Copyright:

    © All Rights Reserved
    Scarica in formato PDF o leggi online su Scribd
    Segnala contenuti inappropriati
    38 visualizzazioni29 pagine

    Woodmen Hills Legal Entity Documents

    Caricato da

    EheyehAsherEheyeh
    These are the Legal Entity Documents and Filing History of Woodmen Hills, as on File with the Secretary of State. The Entity was Voluntarily Dissolved in 2010.

    Copyright:

    © All Rights Reserved
    Scarica in formato PDF o leggi online su Scribd
    Segnala contenuti inappropriati
    di 29
    For this Record Summary Details [WOODMEN HILLS COVENANT MANAGEMENT BOARD, A COLORADO [NONPROFIT CORPORATION, Dissolved September 27, 2010 voluntary DisoWved ‘Formation date [02/13/2007 [2007107699 ‘Form | Nonprt Corporation February “ursdiction | Colorado 60 Southpoints Cour, Sute 210, Colorado Spengs, CO 60906, Unted States Principal office maling address | 660 Soutiponte Cour. Suite 270, Colorado Springs, CO 80908, Unted Slates Registered Agent ‘Name | Geotrey Linagqust ‘Street address | 660 Soutponte Court Sute 210, Colorado Springs, CO 80908, United States Malling address [ia Fina nstry and documents Getcentied cones of documents fe afoom ‘Setun secure business fing Subscibe o emai natication ‘Unsubscribe tom emal nation CONSENT OF REGISTERED AGENT ‘The undersigned hereby consents to the appointment as the initial registered agent of the corporation pursuant to the foregoing Articles of Incorporation, Dated this 6" day of February, 2007. /s/ Jason W. Downie Jason W. Downie Causing & document tobe delivered 10 the secretary of state for filng shall constitute the aration or acknowledgment ofeach individual tcausing sich delivery, under penalties of porary, tha the document isthe individual's act and deed oF the act and deed ofthe entity on whose ‘behalf the mdividal scsi the document ro be delivered fr ling am Ha he facts sated nthe document are true. Colorado Secretary of State feaiiited §— Date and Time: 02/13/2007 04:42 PM Document processing fee Id Number: 20071075933 If document is filed on paper $125.00 umber: I document is filed electronically $ 25.00 Document number: 20071075933 Fees & forms/cover sheets are subject to change. To file electronically, access instructions, for this form/cover sheet and other information or print copies of filed documents, visit www. sos state.co.us and select Business Center. Paper documents must be typewritten or machine printed. ABOVE SPACE FOR OFFICE USEONLY Articles of Incorporation for a Nonprofit Corporation filed pursuant to §7-90-301, et seq, and §7-122-101 of the Colorado Revised Statutes (C.R.S) i ‘eccentric A GNID HTN COMTTON ‘i name ofa nora corporation may ul wed ok, Cova Taro abreation ‘corporation "incorporated" "company" tumied” “corp.” " me" a." ol §7.90-601, CRS) Use of Restricted Words (any of hese terms are contained in an ety name, true 11 “bank” or “trust” or any derivative thereof ‘name of an entity, trade name or trademark D “credit union” [[) “savings and loan” stated in this document, mark the applicable 1D “insurance”, “casualty”, “mutual”, or “surety” bass 3. Principal office street address: 660 Southpointe Court (Siret name ae ramber) Suite 210 _ Colorado Springs CO _80906 Cy) (Tosa ip Cok) 4, Principal office mailing address: (iret name and ranber Pat Office Bax information) Cin (Sawy —~ostal ip Codey ravines Fapplcably Conny rar OS 5. Registered agent: fanindvidwa Downie _Jason__ We Ta ead iy OR (it. business organization): 6. The person appointed as registered agent in the document has consented to being so appointed. 7. Registered agent street address 660 Southpointe Court (Siret name aed ribo) Suite 210 Colorado Springs a . red agent mailing address: _ — (ieitfrent fom above) ie mane and mab oF Pot Of Bax formation) ARTINC_NPC Page 1 of 3 Rev, 11/1672008 a im) Pasta 7ip Cos Province Fopplicabley Country For OS 9. Ifthe corporation’s period of duration is less than perpetual, state the date on which the period of duration expires: im EIST 10. (Optional) Delayed effective date: (om 399) 1. Name(s) and address(es) of incorporator(s): (ian individual) Downie Jason w Ta ana ‘iaey "Bahay OR (it business organization) __ eae a 660 Southpointe Court Suite 210 non ne FT Bn Colorado Springs co _ 80906 Coy Una states (PO Province Tanplicabld “Country Fvon OS (Gran individual) Wasi Fos ‘ey 7) OR (ita business organization) (Siret mame and nb or Post Office Bax information) ay amy , asap Ca] — ” united States Province applicable) “Couns Frat 0S) (tan individual) Tat Fad Wide) Sua OR (ita business organization) (Siret name tnd ramber or Pot Office Bix information) Ciny Samy, —— Fase Cay — United States a (if more than three incorporators, mark this box [] and include an attachment stating the names and addresses of all Incorporatrs) ARTINC_NPC Page 20f3 Rev. 11/162008 12. The nonprofit corporation is formed under the Colorado Revised Nonprofit Corporation Act, 13. The corporation wit! [] OR will not [A have voting members. 14. A deseription of the distribution of assets upon dissolution is attached. 15, Additional information may be included pursuant to §7-122-102, C.R.S. and other organic statutes. If applicable, mark this box [¥] and include an attachment stating the additional information. Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury. that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organi statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ‘This perjury notice applies to each individual who causes this document to be delivered tothe secretary of slate, whether or not such individual is named in the document as one who has caused it to be delivered. 16, Name(s) and address(es) of the individual(s) causing the document to be delivered for filing: Lindquist Geoffrey asi Fira) ey 5d 660 Southpointe Court Suite 210° an met oF Oe Ba rat) Colorado Springs CO 80906 oy ‘i Pose Zip Coy United States ‘Prone array “(Cory Fon) (Pre decent need nt tat the rat name and adres of more ha one india. However yO wth oe th mane an aves of any addtional india causing the document tobe delivered for ling, mark hs box [] and include am ataomen stating the mame and address of such inva) Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attomey. |ARTINC NPC Page 30f3 Rev. 11672008 Colorado Secretary of State Reaidided §— Date and Time: 03/01/2007 01:26 PM Document processing fee : If document is filed on paper $125.09 1d Number: 20071075933 If document is filed electronically $25.00 Document number: 20071 106519 Fees & forms/cover sheets are subject to change. To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center. Paper documents must be typewritten or machine printed. Ano SPACE FOR OFFICE USEONLY Articles of Amendment filed pursuant to §7-90-301, et seq. and §7-130-105 of the Colorado Revised Statutes (C.R.S.) 1D number 20071075933 : \WOOOMEN i HOMEORNERS ASSOCIATION, NC, ACOLORADO NONPROAT 1. Entity name SoRPORATION "Uf ehangung th name ofthe corporation indicate name BEFORE he nae age) — 2. New Entity name OOOH COVENANT MANGEMENT BOARD, A COLORADO NONPROFT (ifappicabley eee 3. (fthe following statement applies, adopt the statement by marking the bax and include an attachment.) Other amendments are attached. 4. If the nonprofit corporation’s period of duration as amended is less than perpetual, state the date on which the period of duration expires To oR If the nonprofit corporation’s period of duration as amended is perpetual, mark this box 5. (Optional) Delayed effective date Taman) 6. Additional information may be included pursuant 0 other organ sates such as tke 12, CRS. HF applicable, mark this box. [_] and include an attachment stating the additional information Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or aacknowledament of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity ‘with the requirements of part 3 of article 90 of ttle 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Par, the constituent documents, and the organic statutes. ‘This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. Rex. L/IS/2005| Vol? 7. Name(s) and address(es) of the individual(s) causing the document to be delivered for fling Lindquist Geoffrey at eR) 660 Southpointe Court Suite 210 NT OT a IS Colorado Springs CO 80906 ats PER CT (he document need mx state the tre name and addres of more than one individual. However you wish o sae the mame ard adress ‘of any additonal iivaduals casing de document to bx delovered for filing mark tus box [L] and mclude an attachment stating the mame and adress of such individuals) Disclaimer: ‘This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney. Rev, L/15?2008, of? AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ‘WOODMEN HILLS COVENANT MANAGEMENT BOARD, A COLORADO NONPROFIT CORPORATION WHEREAS, the incorporators established the corporation on February 13, 2007 with the Secretary of State of Colorado; and WHEREAS, the incorporators and members now wish to amend and restate the Articles of Incorporation in their entirety THEREFORE, the undersigned, acting as incorporators, re-establish a nonprofit corporation pursuant to the provisions of the Colorado Revised Nonprofit Corporation Act. ARTICLE 1 Name of Corporation 1.1 The name of the nonprofit corporation (the “corporation”) is: WOODMEN HILLS COVENANT MANAGEMENT BOARD, A COLORADO NONPROFIT CORPORATION. ARTICLE 2 Period of Duration 2.1 The corporation shall have perpetual existence. ARTICLE 3 Purposes and Powers 3.1 Purposes. ‘The corporation is organized and shall be operated exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Code (as hereinafter defined). The corporation will be committed to enforcing covenants encumbering real property within the Woodmen Hills Metropolitan District. 3.2 Powers. The corporation shall have all of the rights, privileges, and powers now or subsequently conferred on nonprofit corporations by the laws of the State of Colorado. The corporation shall have and may exercise all powers necessary or convenient to effect any of the purposes for which the corporation has organized. 3.3 Restriction on Powers, (a) No part of the net earnings of the corporation shall inure to the benefit of or be distributable to any director, officer, or member of the corporation, or any other individual (except that reasonable compensation may be paid for services rendered to or for the benefit of the corporation affecting one or more of its purposes), and no director, officer, or member of the corporation, or any other individual, shall be entitled to share in any distribution of any of the corporate assets on dissolution of the corporation or otherwise. (b) No substantial part of the activities of the corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office (©) Upon dissolution of the corporation, all of the corporation's assets remaining after payment of or provision for all of its liabilities shall be paid over or transferred to ‘one or more exempt organizations described in Section 501(c)(3) of the Code, contributions to which are deductible under Section 170(c)(2) of the Code. The organizations to receive such property shall be designated by the Board of Directors. (@ Notwithstanding any other provision herein, the corporation shall not carry on any activities not permitted to be carried on by: (i) an organization exempt from federal income taxation under Section 501(a) of the Code, as an organization described in Section 501(¢)(3) of such Code, or (ii) a corporation, contributions to which are deductible under Section 170(c)(2) of such Code. (©) The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code, shall not engage in any act of self-dealing as defined in Section 494 1(d) of the Code, shall not retain any excess business holdings as defined in Section 4943(c) of the Code, shall not make any investments in such manner as to subject it to the tax under Section 4944 of the Code, and shall not make any taxable expenditures as defined in Section 4945(d) of the Code. (f) All references in these articles of incorporation to provisions of the “Code” are to the provisions of the Internal Revenue Code of 1986, as amended, and to the corresponding provisions of any subsequent federal tax laws, ARTICLE 4 Membership 4.1 The corporation shall not have voting members. ARTICLE 5 Bylaws 5.1 The initial bylaws of the corporation shall be adopted by the board of directors. The board of directors may alter, amend, or repeal the bylaws. Such bylaws may contain any provision for the regulation or management of the affairs of the corporation which are not inconsistent with the law or these articles of incorporation, as the same may be from time to time amended. However, no bylaw at any time in effect, and no amendment to these articles, shall have the effect of giving any director or officer of this corporation any proprictary interest in the corporation’s property or assets, whether during the term of its existence or as an incident to its dissolution, ARTICLE 6 Initial Offices and Agent 6.1 The address of the initial registered office of the corporation is 660 Southpointe Court, Suite 210, Colorado Springs, CO 80906 and the name of the initial registered agent at that address is Jason W. Downie. The address of the initial principal office of the corporation is 660 Southpointe Court, Suite 210, Colorado Springs, CO 80906. ARTICLE 7 Board of Directors 7.1 Board of Di . The management of the affairs of the corporation shall be vested in the Board of Directors, except as otherwise provided by the laws of the State of Colorado, these articles of incorporation, or the bylaws of the corporation. The number of directors, their classifications, if any, their terms of office and the manner of their election or appointment shall be determined according to the bylaws of the corporation from time to time in force. The initial Board of Directors shall consist of seven individuals. 7.2 Initial Director. The names, titles and addresses of the persons who shall serve the corporation as director until his or her successor or successors are elected and qualified is as follows: NAME. TITLE. ADDRESS: Joe Henry _ Chair 8527 Champie Road. Peyton. CO 80831 ‘Kathy Wennan Vice Chair ‘8605 Saddleman Road, Peyton, CO 80831 Debra Wright Secretary 11455 Dallas Road, Peyton, CO 80831 ‘Connie Kalbach ‘Treasurer 11460 Dallas Road, Peyton, CO 80831 Ralph Laurie Director at Large | 7982 Fort Smith Road, Peyton, CO 80831 ARTICLE 8 Indemnification of Directors 8.1 The corporation shall indemnify its directors to the full extent permitted by Colorado law, provided any such indemnification not constitute a violation of any provision of the Code applicable to a private foundation as defined in Section 509%(a) of the Code (or ision of any applicable future United States internal revenue law). ARTICLE 9 Limitation of Liabi 9.1 To the fullest extent permitted by the laws of State of Colorado, as the same exist or may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its members (if any) for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article 9 shall be prospective only and shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. 92 No director or officer shall be personally liable for any injury to person or property arising out of a tort committed by an employee unless such director or officer was personally involved in the situation giving rise to the litigation or unless such director or officer ‘committed a criminal offense in connection with such situation. 9.3. Any limitation on liability pursuant to this Article shall be provided only if it does not constitute a violation of any provision of the Code applicable to a private foundation as defined in Section 50%a) of the Code (or corresponding provision of any applicable future United States internal revenue law). ARTICLE 10 Incorporator 10.1 The names and addresses of the incorporators are: Jason W. Downie 660 Southpointe Court, Suite 210, Colorado Springs, CO 80906 ARTICLE II Miscellaneous, 11.1 The name and mailing address of the individual who causes this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused is Geoffrey Lindquist, 660 Southpointe Court, Suite 210, Colorado Springs, CO 80906. Causing @ document tobe delivered to the sscretary of state for fling shall constitu the affrmation or acknowledgment ofeach individual causing such delivery, under penalties of perary, tha the document ts the individual's act and deed or the act and deed ofthe entity on whose ‘ehalf he mdoradual scsi he doctment tobe delivered for ligand tha he facts sane st the document are ue CONSENT OF REGISTERED AGENT ‘The undersigned hereby consents to the appointment as the initial registered agent of the corporation pursuant to the foregoing Articles of Incorporation. Dated this Ist day of March, 2007. ———_/s/ Jason W. Downie Jason W. Downie Colorado Secretary of State bieted 9 Date and Time: 04/06/2007 09:40 AM Document processing fee : If document is filed on paper gizs.o9 1d Number: 20071075933 If document is filed electronically $25.00 Document number: 20071170102 Fees & forms/cover sheets are subject to change. To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center. Paper documents must be typewritten or machine printed. ABOVE SPACE FOR OFFICE LSE ONLY Amended and Restated Articles of Incorporation filed pursuant to §7-90-301, et seq. and §7-130-106 and $7-90-304.5 of the Colorado Revised Statutes (C.R.S.) 1D number: 20071075933 Ticats ma ft Corporation. diate mam 1. Entity name: 2. New Entity name: (applicable) 3. Use of Restricted Words (amy ofthese terms ore contined in an entity name, rae (2 “bank or “trust” or any derivative thereof name of an entity, trade name or trademark 2 “credit union” 1 “savings and loan” stad in this docimen mark the plicable (E] “insurance”, “casualty”, “mutual”, or “surety” avy 4, If the corporation’s period of duration as amended is less than perpetual, state the date on which the period of duration expires: oi) OR If the corporation’s period of duration as amended is perpetual, mark this box: 5. The amended and restated constituent filed document is attached. 6. The amendment to the articles of incorporation was in the manner indicated below: {make the applicable selection) The amendment and restatement was adopted by the board of directors or incorporators without member action and member action was not req (C1 The amendment and restatement was adopted by the members AND the number of votes cast for the amendment by each voting group entitled to vote separately on the amendment was su! for approval by that voting group. (ifthe amended and restaied artes of mcorporation include amendments adopted on a diferent date rina different manner, mark this ‘bax (and imciude an atachment stating the date and manner of adoption.) 7. (Optional) Delayed effective date: Tamas) AMDRST_NPC Page 1 of 2 Rev, 11872008, Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity ‘with the requirements of part 3 of article 90 of title 7, CR.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ‘This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 8, Name(s) and address(es) of the \ividual(s) causing the document 10 be delivered for filing: Geottrey aay irs) —aialigy Suite 210 ‘Girt name ad mamber or Post Office Bax amber) 660 Southpointe Court " Colorado Springs CO 80906 Cin 8 (Postal Zip Code) United States —reninceapicabigy “(Couns inet US (the document need mot state the tre mame and dress of more than one individual. However. if you wish o sate the name and adress ‘of any edition individuals causing the decent to be delivered fr flim, mark this bax (] and include an attachment stating the name and addres of such individuals) Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum. legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attomey. AMDRST_NPC Page 2 of2 Rev. 11/15/2008, AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WOODMEN HILLS COVENANT MANAGEMENT BOARD, A COLORADO NONPROFIT CORPORATION WHEREAS, the incorporators established the corporation on February 13, 2007 with the Secretary of State of Colorado; and WHEREAS, the incorporators now wish to amend and restate the Articles of Incorporation in their entirety THEREFORE, the undersigned, acting as incorporators, re-establish a nonprofit corporation pursuant to the provisions of the Colorado Revised Nonprofit Corporation Act. ARTICLE 1 Name of Corporation 1.1 The name of the nonprofit corporation (the “corporation”) is: WOODMEN HILLS COVENANT MANAGEMENT BOARD, A COLORADO NONPROFIT CORPORATION. ARTICLE 2 Period of Duration 2.1 The corporation shall have perpetual existence. ARTICLE 3 Purposes and Powers 3.1 Purposes. The corporation is organized and shall be operated exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Code (as hereinafter defined). The corporation will be committed to enforcing covenants encumbering real property within the Woodmen Hills Metropolitan District. 3.2 Powers. The corporation shall have all of the rights, privileges, and powers now ‘or subsequently conferred on nonprofit corporations by the laws of the State of Colorado. The corporation shall have and may exercise all powers necessary or convenient to effect any of the purposes for which the corporation has organized. 3.3 Restriction on Powers. (a) No part of the net earnings of the corporation shall inure to the benefit of or be distributable to any director, officer, or member of the corporation, or any other individual (except that reasonable compensation may be paid for services rendered to or for the benefit of the corporation affecting one or more of its purposes), and no director, officer, or member of the corporation, or any other individual, shall be entitled to share in any distribution of any of the corporate assets on dissolution of the corporation or otherwise. (6) No substantial part of the activities of the corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office (©) Upon dissolution of the corporation, all of the corporation's assets remaining after payment of or provision for all of its liabilities shall be paid over or transferred to ‘one or more exempt organizations described in Section 501(c)(3) of the Code, contributions to which are deductible under Section 170(c)(2) of the Code. The organizations to receive such property shall be designated by the Board of Directors. (@) Notwithstanding any other provision herein, the corporation shall not carry on any activities not permitted to be carried on by: (i) an organization exempt from federal income taxation under Section S01(a) of the Code, as an organization described in Section '501(c)(3) of such Code, or (ii) a corporation, contributions to which are deductible under Section 170(c)(2) of such Code. (©) The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code, shall not engage in any act of self-dealing as defined in Section 494 1(d) of the Code, shall not retain any excess business holdings as defined in Section 4943(c) of the Code, shall not make any investments in such manner as to subject it to the tax under Section 4944 of the Code, and shall not make any taxable expenditures as defined in Section 4945(d) of the Code. (f) All references in these articles of incorporation to provisions of the “Code” are to the provisions of the Internal Revenue Code of 1986, as amended, and to the corresponding provisions of any subsequent federal tax laws, ARTICLE 4 Membership 4.1 The corporation shall not have voting members. ARTICLE 5 Bylaws 5.1. The initial bylaws of the corporation shall be adopted by the board of directors. The board of directors may alter, amend, or repeal the bylaws. Such bylaws may contain any provision for the regulation or management of the affairs of the corporation which are not inconsistent with the law or these articles of incorporation, as the same may be from time to time amended. However, no bylaw at any time in effect, and no amendment to these articles, shall have the effect of giving any director or officer of this corporation any proprietary interest in the corporation's property or assets, whether during the term of its existence or as an incident to its dissolution. ARTICLE 6 Initial Offices and Agent 6.1 The address of the initial registered office of the corporation is 660 Southpointe Court, Suite 210, Colorado Springs, CO 80906 and the name of the initial registered agent at that address is Jason W. Downie. The address of the initial principal office of the corporation is 660 Southpointe Court, Suite 210, Colorado Springs, CO 80906. ARTICLE 7 Board of Directors 7.1 Board of Directors. The management of the affairs of the corporation shall be vested in the Board of Directors, except as otherwise provided by the laws of the State of Colorado, these articles of incorporation, or the bylaws of the corporation. The number of directors, their classifications, if any, their terms of office and the manner of their election or appointment shall be determined according to the bylaws of the corporation from time to time in force. The initial Board of Directors shall consist of seven individuals. 7.2 Initial Director. The names, titles and addresses of the persons who shall serve the corporation as director until his or her successor or successors are elected and qualified is as follows: The Initial Directors will be named in the bylaws or in an Amended Articles of Incorporation document to be filed at a later date. ARTICLE 8 Indemnification of Directors 8.1 The corporation shall indemnify its directors to the full extent permitted by Colorado law, provided any such indemnification not constitute a violation of any provision of the Code applicable to a private foundation as defined in Section 50%a) of the Code (or corresponding provision of any applicable future United States internal revenue law). ARTICLE 9 Limitation of Liability 9.1 To the fullest extent permitted by the laws of State of Colorado, as the same exist or may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its members (if any) for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article 9 shall be prospective only and shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. 9.2 No director or officer shall be personally liable for any injury to person or property arising out of a tort committed by an employee unless such director or officer was personally involved in the situation giving rise to the litigation or unless such director or officer committed a criminal offense in connection with such situation. 9.3 Any limitation on liability pursuant to this Article shall be provided only if it does not constitute a violation of any provision of the Code applicable to a private foundation as defined in Section 509%a) of the Code (or corresponding provision of any applicable future United States internal revenue law). ARTICLE 10 Incorporator 10.1 The names and addresses of the ineorporators are: Jason W. Downie 660 Southpointe Court, Suite 210, Colorado Springs, CO 80906 ARTICLE 11 Miscellaneous 11.1 The name and mailing address of the individual who causes this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused is Geoffrey Lindquist, 660 Southpointe Court, Suite 210, Colorado Springs, CO 80906. Cansing a document tobe delivered 10 the secretary of sae for fli shall conte the affirmation or acknowledgment ofeach individ ‘Casing such delivery. wnder penal of peru. tha the dcumen! the ndiiduals act and deed or the act and deed af the entity on whose ‘Reha he arta s causing the document to be delivered for fling ard that he fact stated in the dociment are true. CONSENT OF REGISTERED AGENT ‘The undersigned hereby consents to the appointment as the initial registered agent of the corporation pursuant to the foregoing Articles of Incorporation. Dated this 6th day of April, 2007. (sl Jason W. Downie Jason W. Downie Colorado Secretary of State Stites § Date and Time: 04/01/2008 04:06 PM Document processing fee If document is filed on paper sio099 ‘Md Number: 20071075933 If document is filed electronically $10.00 Document number: 20081180682 Late fee if entity is in noncomy If document is filed on paper $ 50.00 If document is filed electronically $ 40.00 Fees & forms/cover sheets, are subject to change. To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit wwi.sos.state.c0.us and select Business Center. Paper documents must be typewritten or machine printed. ABOVE SPACE FOR OEE USEONLY Annual Report filed pursuant to §7-90-30 ,et seq. and §7-90-501 of the Colorado Revised Statutes (C.R.S) 1D number: 20071075933, Entity name: \WOOOMEN HLS COVENANT MANAGEMENT BOARO, A COLORADO NONPROFIT Sonronanon Jurisdiction under the law of which the emtity was formed or registered: Colorado ‘You must complete line 1. Notic Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity With the requirements of part 3 of article 90 of title 7, CRS. the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organie statutes. This perjury notice applies to each individual who causes this document to be delivered to the seeretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 1, Name(s) and address(es) of the individual(s) causing the d , SNe ttn = Lindquist Geoffrey a) i its ts 660 Southpointe Court Suite 210 ‘[Sirect name and number or Post Office Box information) ‘Colorado Springs CO _ 80906 — (Cin) sare} (Postal/Zip Code) —~PPravinseVapplicabiy — (Couniry Fnor 05 (The document ned no tate the tre name cd adres of more than one dividual. However Ifyou wish oso the mame ane adress ‘of any additional individuals causing the document to be delivered for fig, mark ths bax [] and ince am attachment stating the mame and address of such dda) REPORT Page 1 of 2 Rev, 01012008 1 Mark the box if information requested below is current in the records of the Secretary of State OR complete Questions 2 through 7. 660 Southpointe Court ‘Suite 210. ‘(Sireet name and number) Colorado Springs CO 80906 en ARB Stats PPO Tre Tapia) — Cry TO 2. Principal office street address: 3. Principal office mailing address: (it different from above) (Soret name and mamber or Post Office Bax information) Tar “Waa Taig Cat Frown Wappen rar 4, Registered agent name: (ran indvaua LINdQuISt Geomrey am _ To ad ey OR (ita business organization) 5, The person identified above as registered agent has consented to being so appointed. 6. Registered agent street address: 660 Southpointe Court suite210 mmr Colorado Springs co__ 80906 Ci? wee Post Zp Cae) 7. Registered agent mailing address: (Gt diferent from above) ‘Sircr name andmamber or Post Ofice Box information) Gay “Biate) Pasa ip Codey) Province applicable) Country Fnov 05) Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney REPORT Page 20f 2 Rey 0101/2008 Document processing fee If document is filed on paper If document is filed electronically Late fee if entity is in noncompliant status If document is filed on paper If document is filed electronically Fees & forms/cover sheets are subject to change. To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www. sos siate.co.us and select Business Center. Paper documents must be typewritten or machine printed. filed pursuant to §7-90-301, et seq. and §7-9 ID number: Entity name: Jurisdiction under the law of which the entity was formed or registered: 1, Principal office street address: 2. Principal office mailing address: {Gf different from above) 3, Registered agent name: (jf an individual) OR (iFa business organization) Colorado Secretary of State Date and Time: 02/05/2009 03:20 PM ID Number: 20071075933 Document number: 20091079925 Amount Paid: $10.00 Annual Report 1 of the Colorado Revised Statutes (C.R.S) 20071075933 \WOOOMEN HLS COVENANT MANAGEMENT BOARD, A COLORADO NONPROFIT Sonronanion Colorado 660 Southpointe Court iret ad maby Suite 210 Colorado Springs CO 80906 Tan) State OT Foor) Drovinee applicable) Country ‘iret name anc amber or Post Ofice Bax information) 4. The person identified above as registered agent has consented to being so appointed. REPORT Page 1of2 Rev. 07/708 660 Southpointe Court 5, Registered agent street address: (Sireet na aed mabe) Suite 210 Colorado Springs co. 80906

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