ARTICLES OF INCORPORATION
OF
SAN ELIJO HILLS HOMEOWNERS ASSOCIATION, INC.
{Updated 6 December 2018}
{This is a machine-readable transcription provided soley for convenience;
it does not replace the legally-binding original document.
The San Elijo Hills Homeowners Association provides no warranty regarding the accuracy of this transcription.}
FIRST
The name of the corporation is San Elijo Hills Homeowners
Association, Inc.
SECOND
The purposes for which this corporation is formed
are:
(a) The specific and primary purpose is to provide management,
maintenance, preservation, and control of the contiguous or noncontiguous lots,
parcels, or areas owned in common by the owners of the separately owned lots,
parcels, or areas in the area known as San Elijo Hills, in Solana Beach, San
Diego County, State of California.
(b) The general purposes and powers are:
(1) To provide for the improvement and maintenance of
public easements, grass plots, parking areas, and other facilities or areas of
any kind dedicated to community use and other open spaces and ornamental
features within San Elijo Hills, which now exist or which may hereafter be
installed, erected, or constructed therein.
(2) To make and perform contracts of every kind and
nature for any lawful purpose without limit as to amount, with any person,
firm, association, corporation, municipality, state, government, or municipal
or political subdivision.
(3) To receive property by gift, devise, or bequest,
subject to the laws regulating the transfer of property by will, and to
otherwise acquire and hold all property, real or personal, and to transfer,
convey, lease or otherwise dispose of such real and personal property, and to
distribute gifts of property of all kinds.
(4) To cooperate with the owners of all vacant and
unimproved lots and plots now existing or which hereafter shall exist, in said
San Elijo Hills in keeping them in good order and in a sightly condition, and
in preventing their becoming a nuisance and a detriment to the beauty of the
area and to the value of the improved property therein; and to take any action
with reference to such vacant and unimproved lots and plots as may be necessary
or desirable to keep them from becoming such nuisance and detriment.
(5) To aid, and cooperate with, the members of this
corporation and all property owners in said subdivision in the enforcement of
such conditions, covenants, and restrictions on and appurtenant to their
property as shall hereafter be approved by a majority vote of the members of
the corporation, and to counsel with the Planning Commission and the
Supervisors of the County having jurisdiction in relation to any zoning which
may affect any portion of the subject property.
(6) To arrange social and recreational functions for its
members.
(7) To carry on any activity whatsoever in this State or
anywhere in the world, either as principal, agent, or partner, which this
corporation may deem proper or convenient in connection with any of the
foregoing purposes, or which may be calculated directly or indirectly to
promote the interests of this corporation.
(8) To have and exercise all the rights and powers conferred
on nonprofit corporations under the General Nonprofit Corporation Law of
California, as such law is now in effect or may at any time hereafter be
amended.
The foregoing statement of purposes shall be construed as
a statement of both purposes and powers, and the purposes and powers stated in
each clause shall, except where otherwise expressed, be in no way limited or
restricted by any reference to or inference from the terms or provisions of any
other clause, but shall be regarded as independent purposes and powers.
(c) Notwithstanding any of the foregoing statements of
purposes and powers, this corporation 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 this corporation as set forth in
Paragraph (a) of this Article SECOND.
THIRD
This corporation is organized pursuant to the
General Nonprofit Corporation Law of the State of California and does not
contemplate pecuniary gain or profit to the members thereof and it is organized
for nonprofit purposes.
FOURTH
The county in this State where the principal
office of the corporation for the transaction of the business of the
corporation is located in the County of San Diego, State of California.
FIFTH
(a) The number of Directors of this corporation shall be
seven (7).
(b) The names and addresses of the persons who are to act
in the capacity of Directors until the selection of their successors are:
Anthony J. Ruotolo, 1563 Santa Sabina, Solana Beach
Eleanor S. Thompson, 1463 Santa Marta, Solana Beach
Vicki J. Shea, 1320 Santa Luisa, Solana Beach
John Bennett, 550 San Mario, Solana Beach
Peter J. Nero, 1266 Santa Luisa, Solana Beach
Richard M. Hutcheson, 1455 Santa Marta, Solana Beach
Richard DeLa Cruz, 435 Santa Victoria. Solana Beach
(c) The Directors shall serve without compensation and no
Director shall receive any pecuniary benefit from the corporation, except reimbursement
for his actual expenses incurred in connection with the business of the
corporation.
(d) The powers of this corporation shall be exercised,
the property controlled, and its affairs conducted by the Board of Directors.
(e) Any action required or permitted to be taken by the
Board of Directors under any provision of law may be taken without a meeting,
if all members of the Board shall individually or collectively consent in
writing to such action. Such written consent or consents shall be filed with
the minutes of the proceedings of the Board. Such action by written consent
shall have the same force and effect as the unanimous vote of such Directors.
Any certificate or other document filed under any provision of law which
relates to action so taken shall state that the action was taken by the
unanimous written consent of the Board of Directors without a meeting and that
the Articles of Incorporation authorize the Directors to so act, and such statement
shall be prima facie evidence of such authority.
SIXTH
The authorized number, if any, and qualifications of members of
the corporation, the different classes of membership, if any, the property,
voting, and other rights and privileges of members, and their liability to pay dues
and assessments and the method of collection, shall be as set forth in the
Bylaws.
SEVENTH
Neither the Directors nor the members of the
corporation shall be personally liable for the debts, liabilities or
obligations of the corporation.
EIGHTH
This corporation is not organized, nor shall it
be operated, for pecuniary gain or profit, and it does not contemplate the
distribution of gains, profits or dividends to the members thereof and is
organized solely for nonprofit purposes.
NINTH
The property of this corporation is irrevocably
dedicated to non-profit purposes as more specifically set forth in Paragraph
SECOND of these Articles and no part of the net income or assets of this
organization shall ever inure to the benefit of any director, officer or member
thereof or to the benefit of any private individual. Upon the dissolution or
winding up of the corporation, its assets remaining after payment of, or
provision for payment, of all debts and liabilities of this corporation, shall
be distributed to a non-profit fund, foundation or corporation which is
organized and operated exclusively for non-profit purposes as more specifically
set forth in Paragraph SECOND of these Articles and which has established its tax-exempt
status under Section 501(c)(3) of the Internal Revenue Code of 1954. If this
corporation holds any assets in trust, or a corporation is formed for charitable
purposes, such assets shall be disposed of in such manner as may be directed by
decree of the superior court of the county in which the corporation has its
principal office, upon petition therefore by the Attorney General or by a
person concerned in the liquidation, in a proceeding to which the Attorney
General is a party.
TENTH
Notwithstanding any other provision in these
Articles of Incorporation to the contrary, the corporation shall be subject to
the following limitations and restrictions:
(a) 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 Internal Revenue
Code of 1954.
(b) The corporation shall not engage in any act of self-dealing
as defined in Section 4941(d) of the Internal Revenue Code of 1954.
(c) The corporation shall not make any investments in
such a manner as to subject it to tax under Section 4944 of the Internal
Revenue Code of 1954.
(d) The corporation shall not retain any excess business
holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954.
(e) The corporation shall not make any taxable
expenditures as defined in Section 4945(d) of the Internal Revenue Code of
1954.
IN WITNESS WHEREOF, the undersigned, who are the incorporators and
include the above named first Directors of this corporation, have executed
these Articles of Incorporation on September 17, 1975.
{Original document signed by initial seven Directors}
{Original document notarized by Carolyn O'Patry}