Articles of Incorporation

The original of this document was filed with Frank N. Jordan, Secretary of the State of California on Feb. 20, 1969

ARTICLES OF INCORPORATION OF

EL RANCHO LOMA SERENA HOMEOWNERS ASSOCIATION

The name of this corporation is EL RANCHO LOMA SERENA HOMEOWNERS ASSOCIATION.

The purposes for which this corporation is formed are:

(a) The specific and primary purposes are:

1. To construct, develop, operate, and maintain recreational facilities and other improvements and to maintain private roads in the subdivision commonly known as EL RANCHO LOMA SERENA for the benefit of the lot owners.

2. To represent its membership before any duly constituted board, agency, commission, committee or other body, in which property of the membership may be involved and wherein the interest of the membership may be affected.

(b) The general purposes and powers are:

1. To acquire, hold, lease, encumber, convey, or otherwise dispose of real and personal property and to take real and personal property by will, gift or bequest; and to use the funds of this corporation and the proceeds, income and profits derived from any property of the corporation for any of the purposes for which this corporation is formed.

2. Assume any obligations, enter into any contracts, or do any acts incidental to the transaction of its business or to the issue or sale of its securities, or expedient for the attainment of its corporate purposes.

3. Borrow money and issue bonds, debentures, notes and evidences of indebtedness, and secure the payment or performance of its obligations by mortgage or otherwise.

4. Acquire, subscribe for, hold, own, pledge, and otherwise dispose of and represent shares of stock, bonds, and securities of any other corporation, domestic or foreign.

5. Purchase or otherwise acquire its own bonds, debentures, or other evidences of its indebtedness or obligations, and subject to the provisions of the Corporation Code, to purchase or otherwise acquire its own shares.

6. To exercise any other rights and powers conferred on nonprofit corporations under the laws of California.

7. To carry into effect any one or more of the objects and purposes hereinabove set forth and to the end to do any one or more of the acts and things aforesaid, and likewise any and all acts or things necessary or incidental thereto; and in conducting or carrying on its activities, and for the purpose of promoting or furthering any one or more of its said objects or purposes, to exercise any or all of the powers hereinabove set forth in this article, and any other or additional powers now or hereafter authorized by law, either alone or in conjunction with others, as principal, agent or otherwise.

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, except where otherwise expressed, shall be in nowise limited or restricted by reference to or inference from the terms or provisions on any other clause, but shall be regarded as independent purposes and powers.

Notwithstanding any of the above statements of purposes and powers, this corporation shall not engage in activities which in themselves are not in furtherance of its specific and primary purposes as hereinabove set forth.

The properties of this corporation shall be held in trust for the purposes herein, but with full power to sell, exchange, encumber or otherwise dispose of the same, subject to the rights of the creditors of this corporation.

III

This corporation is organized pursuant to the general nonprofit Corporation Law.

The county in this state where the principal office for the transaction of the business of this corporation is located in Calaveras County.

The number of directors of this corporation shall be three and said number may be changed by a duly adopted amendment to the by-laws.

The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are:

JAMES E. DREW, 20 Patrol Court, Woodside, California;

RAYMOND C. BIANCALANA, 2800 Arguello Drive, Burlingame, California;

JAMES C. TRAVIS, 36 Huntington Drive, San Francisco, California.

The authorized number and qualifications of members of the corporation shall be set forth in the by-laws except that membership in this corporation is appurtenant to the land in the subdivision commonly known as EL RANCHO LOMA SERENA, each lot or property owner shall abide by all of the rules, regulations and by-laws of this corporation and any transfer of ownership in the land shall automatically transfer membership in this corporation to the transferee.

VII

Voting and other rights and privileges of members shall be set forth in the by-laws except that each subdivided lot in the subdivision shall have but one vote, irrespective of the number of co-owners.

VIII

Liability for dues or assessments for the construction, operation, development and maintenance of recreational facilities and other improvements in the recreational areas and to maintain private roads in the subdivision shall be as forth in the by-laws.

This corporation is one which does no contemplate pecuniary gain or profit to the members thereof and is organized solely for nonprofit purposes. Upon the winding up and dissolution of this corporation, after first paying or adequately providing for its debts and obligations, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which has the same or similar objectives and purposes as this corporation, and which has established its tax exempt status under Section 501 (c) of the Internal Revenue Code. If this corporation holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the Superior Court of the County in which this corporation’s principal office is located, upon petition therefor by the Attorney General or by any person concerned in the liquidation.

IN WITNESS WHEREOF, the undersigned have executed these articles of incorporation this 16 day of December, 1968.

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