Red Bank Oaks Property Owners’ Association
Articles of Incorporation
ONE: The name of this Corporation is:
RIDGECREEK PROPERTY OWNERS’ ASSOCIATION
RED BANK OAKS PROPERTY OWNERS’ ASSOCIATION
(Amended 9 Oct 96, Instrument #A482408)
TWO: The purposes for which this
Corporation are formed are:
(a) The specific and primary purpose is to
own, operate, and maintain an association exclusively for social and
recreation needs of its members.
(b) The general purposes and powers are:
(i) To construct, purchase, lease, or
otherwise acquire, own, hold, use, improve, maintain, repair, operate,
encumber, sell, lease, or otherwise dispose of, lakes, lands, water wells,
electric power units, radio and telephone units, buildings, mobile home type
facilities, trailers, boats, vehicles, access roads and game, sporting,
camping and other recreational facilities for the exclusive benefit of its
members and their bona fide guests.
(ii) To make and perform contracts of every
kind for any lawful purpose without limit as to amount, with any person,
firm, association, corporation, municipality, state government, or municipal
or political subdivision.
(iii) 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 clauses 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 the furtherance of the purposes of this Corporation as set forth in
Paragraphs (a) and (b) of this Article TWO, and nothing contained in the
foregoing statement of purposes shall be construed to authorize this
Corporation to carry on any activity resulting in the distribution of any
gains, profits or dividends to its members, except as to benefits conferred in
Paragraphs (a) and (b) above, and except on dissolution and winding up
THREE: 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.
FOUR: The County in this State where the
principal office for the transaction of the business of this Corporation is
located is Tehama County.
FIVE:
(a) The number
of directors of this Corporation shall be three (3).
The number of directors is five (5)
(Amended 9 Oct 96, Instrument #A482408).
(b) The names and addresses of the persons who
are to act in the capacity of directors until the selection of their
successors are:
Sam Weeks
3845 Pacific Coast Highway
Torrance, California
James Couch
P.O. Box 241
Palos Verdes Estate, California
Margaret Desmond
75 Sherman Avenue
Red Bluff, California
(c) The powers of this Corporation shall be
exercised, its property controlled, and its affairs conducted by the Board of
Directors.
(d) Any action required or permitted to be
taken by the Board of Directors under any provision of law, these Articles of
Incorporation, or the Bylaws of this Corporation may be taken without a
meeting, provided that all members of the Board, 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 actions 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 of this Corporation authorize the directors to
so act, and such statement shall be prima facie evidence of such authority.
SIX: The members shall consist of the
record owners of the property subject to the Declaration of Covenants,
Conditions, and Restrictions of the Ridgecreek Property Owners’ Association
previously named Clover Creek Ranch Association.
SEVEN: If this Corporation holds any
event(s) to which members of the general public are invited to observe or
participate in for a fee, the income from the general public, less a
proportional share of the expenses which will not benefit members, will be paid
over to an organization which is exempt from income tax under Section 501 (c)
(3) of the Internal Revenue Code on an annual basis.
EIGHT: The name of the unincorporated
association which is being incorporated is “RIDGECREEK PROPERTY OWNERS’
ASSOCIATION.”
IN WITNESS WHEREOF, the undersigned and above-named incorporators and first
directors of this Corporation have executed these Articles of Incorporation this
_2nd_ day of December, 1976 at Red Bluff, California
____________[signed]_____________
Sam Weeks
____________[signed]_____________
James Couch
____________[signed]_____________
Margaret Desmond
Declaration of Incorporating Officers
SAM WEEKS and MARGARET DESMOND declare:
That we are a majority of the Board of Directors of RIDGECREEK PROPERTY OWNERS’
ASSOCIATION, the unincorporated association mentioned in the foregoing Articles
of Incorporation, and that said association has duly authorized its
incorporation and has authorized the undersigned, as said directors, to execute
the Articles of Incorporation.
Executed on February 8, 1976 at Red Bluff, California.
I
declare under penalty of perjury that the foregoing is true and correct.
____________[signed]_____________
Margaret Desmond
Executed on February 11, 1976, at Torrance, California.
I
declare under penalty of perjury that the foregoing is true and correct.
____________[signed]_____________
Sam Weeks
