Original Articles of Incorporation





KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, each being a natural person of full age and a citizen of the United States of America, have voluntarily and do hereby associate ourselves together for the purpose of forming a corporation under the laws of the State of Idaho, Idaho Code, Title 30, Chapter 1, Section 117A. WE do hereby certify, declare and adopt the following Articles of Incorporation.




The period of existence and the furation of the life of this corporation shall be perpetual.


This corporation shall be a non-profit membership corporation.


The location and post office address of the registered office of this corporation shall be Cascade, Valley County, Idaho.


This corporation is formed for the purpose of fulfilling the obligation of and performing the duties as provided in the Declaration of Protective Covenants, Conditions and Restrictions of Pine Lakes Ranch, dated July 26, 1974, and recorded in the office of the Recorder of Valley County, Idaho, as Instrument No. 83372, (hereinafter referred to as said Declaration).


        The nature of the business and the object and purpose of this corporation shall be as


      This corporation (hereinafter referred to as the Association) shall be the Home Owners Association as provided in said Declaration described in Article V above, and

      such Association shall have the power to have, exercise and enforce all rights and privileges, and to assume, incur, and discharge all duties, obligations and responsibilities as provided for in said Declaration as such Declaration is originally executed or, if amended, as amended.

        In order to carry out the foregoing, and strictly limited thereto, where not inconsistent

with Title 30, Idaho Code, the corporation shall have the following powers:

          The authority set forth in Title 30 of the Idaho Code relating to the organization

      and conduct of general business corporations.

          To buy, sell, acquire, hold or mortgage, or enter into security agreements, pledge,

      lease, assign, transfer, trade and deal in and with all kinds of personal property, goods wares and merchandise of every kind, nature and description.

          To buy, sell, lease, let, mortgage, exchange or otherwise acquire or dispose of

      lands, lots, houses, buildings and real property, easements, hereditaments and appurtenances of all kinds and wheresoever situated and of any interest and rights therein, to the same extent as natural persons might or could do, and without limit as to amount.

          To borrow money, to draw, make, accept, enforce, transfer and execute

      promissory notes, debentures and other evidence of indebtedness, and for the purpose of securing any of its obligations or contracts, to convey, transfer, assign, deliver, mortgage and/or pledge all or any part of the property or assets, real or personal, at any time owned or held by this corporation.

          To have one or more offices to carry on all or any part of its operations and

      business, and to do all and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes, or the attainment of any one or more of the objects herein named, or which shall at any time appear conducive or expedient for the protection or benefit of the Association, and which now or hereafter may be authorized by law.

          The foregoing clauses are to be construed both as objects and powers. As hereby

      expressly provided, an enumeration herein of the objects, powers and purposes shall not be held to restrict in any manner the general powers of the corporation. The corporation shall have the power to do all acts that are necessary and convenient to obtain the objects and purposes herein set forth to the same extent and as fully as any natural person could or might do, within the framework of these Articles of Incorporation, and the general corporation laws of the State of Idaho.



Section 1. Membership Certificate. Each member shall be

entitled to receive a certificate of membership, which certificate shall state the number of votes he is entitled to cast as a member of the Association.

Section 2. Membership.

        Qualifications. Each owner of a tract, and each condominium project as described

in said Declaration, by virtue of being such an owner and for so long as he is such an owner, shall be deemed a member of the Association.

        Transfer of membership. The Association membership of each owner shall be

appurtenant to said tract or condominium project and shall not be transferred, pledged or alienated in any way except upon the transfer of title to said tract or condominium project, and then only to the transferee of title to said tract or condominium project. Any attempt to make a prohibited transfer shall be void. Any transfer of title to said tract or condominium project shall operate automatically to transfer said membership to the new owners thereof.

Section 3. Voting.

        Members shall be owners and shall be entitled to one vote for each tract owned. The

owner of each tract may, by notice to the Association, designate a person (who need not be an owner) to exercise the vote for such tract. Said designation shall be revocable at any time by notice to the Association by the owner. Such powers of designation and revocation may be exercised by the guardian of an owner’s estate by his executor or administrator where the latter’s interest in said property is subject to administration in his estate.

        Joint Owner Disputes. The vote fore each such tract shall, if at all, 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 vote representing a certain tract, it will thereafter be conclusively presumed for all purposes that he or they were acting

with the authority and consent of all other owners of the same tract.

        Cumulative Voting. In any election of the members of the Board, every owner

entitled to vote at such an election shall have the right to cumulate his votes and give one candidate, or divide among any number of the candidates, a number of votes equal to the number of votes to which that owner is entitled in voting upon other matters multiplied by the number of directors to be elected. The candidate receiving the highest number of votes, up to the number of the Board members to be elected, shall be deemed elected.

        Transfer of Voting Right. The right to vote may not be severed or separated from

the ownership of the tract to which it is appurtenant, except that any owner may give a revocable proxy, or may assign his right to vote to a lessee or beneficiary of the tract for the term of the lease or Deed of Trust, and any sale, transfer or conveyance of such tract to a new owner or owners shall operate automatically to transfer the appurtenant vote to the new owner, subject to any assignment of the right to vote to a lessee or beneficiary as provided herein.


Each member shall be liable for the payment of assessments provided for in the Declaration and for the payment and discharge of the liabilities of the corporation as provided for in the Declaration.


The By-Laws of this corporation may be altered, amended, or new By-Laws adopted by any regular or any special meeting of the corporation called for that purpose by the affirmative vote of two-thirds (2/3) of the members present at such meeting, except as may otherwise be limited by the Declaration of Protective Covenants, Conditions and Restrictions herein above referred to.


For the purpose of specifying in detail the rights, responsibilities, duties and obligations of the Board of Directors, the officers, employees and agents of the corporation and the members

thereof including the liability of the members for the payment of assessments, the By-Laws may incorporate by reference the provisions of the Declaration recorded in Valley County, State of Idaho, provided that a true and correct copy of such Declaration is attached to and made a part of the By-Laws of the corporation.


The business and affairs of the Association shall be managed and controlled by a Board of Directors. The original Board of Directors shall be three, provided, however, the By-Laws of the Association may provide for an increase or decrease in their number, provided that the number of directors shall not be greater than nine or less than three.


The names and post office address of the incorporators and membership of each are as follows:

Name Address Membership

Fred K. O’Brien 800 West State, Boise, Idaho

Robert J. Duncan Box 2352, Boise, Idaho

Jess C. Groves 1450 W. Bannock, Boise, Idaho

IN WITNESS WHEREOF, We have hereunto set our hands and seals this 30th day of September, 1974.

All three signed their names to this document.



County of Valley )

On this 30th day of September, 1974, before me, the undersigned Notary Public in and for said State Personally appeared

Fred K. O’Brien, Robert J. Duncan and Jess C. Groves

known to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same.

IN WITNESS THEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

(Signature of Notary Public)

Notary Public for Idaho

Residing at Boise, Idaho