ARTICLES OF INCORPORATION
THE PINE LAKES RANCH HOME
OWNERS ASSOCIATION, INC.
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
The name of the corporation is: THE PINE LAKES
RANCH HOME OWNERS ASSOCIATION, INC.
The period of existence and the furation of the
life of this corporation shall be perpetual.
This corporation shall be a non-profit
The location and post office address of the
registered office of this corporation shall be Cascade, Valley
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
This corporation (hereinafter referred to as
the Association) shall be the Home Owners Association as
provided in said Declaration described in Article V above,
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
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:
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.
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.
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.
VOTING POWER, AND DETERMINATION OF PROPERTY RIGHTS AND
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.
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.
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.
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.
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.
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.
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,
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.
STATE OF IDAHO )
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