Miraleste Canyon Estates - Articles of Incorporation

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ARTICLES OF INCORPORATION
OF
LAUREL TREE CONDOMINIUM ASSOCIATION

ARTICLE I

                        The name of the corporation (hereinafter called the "Association") is LAUREL TREE CONDOMINIUM ASSOCIATION.

 

ARTICLE II

                        The principal office for the transaction of business of the Association is located in Los Angeles County, State of California.

 

ARTICLE III

                        This Association is organized pursuant to the General Nonprofit Corporation Law of the State of California.

 

ARTICLE IV
PURPOSES AND POWERS OF THE ASSOCIATION

This Association does not contemplate the distribution of gains, profits, or dividends to its members, and the specific acquisition, construction, managements, operation, administration, maintenance, repair, improvement, preservation and architectural control of the Association property within that certain tract of property situated in the County of Los Angeles, State of California, more particularly described as tract 33821, a map of which was filed for record on January 30, 1979, in Map Book 909, Pages 91 through 93, inclusive, of Maps, in the Office of the Los Angeles County, California Recorder, and to promote the health, safety and welfare of all the residents within the above-described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose, all according to that certain Declaration of Covenants, Conditions and Restrictions (the "Declaration") recorded or to be recorded with respect to said property in the Office of the Recorder of Los Angeles County.

                        In furtherance of said purposes, this Association shall have power to:

                        (a)                    Perform all of the duties and obligations of the Association as set forth in the Declaration;

                        (b)                   Fix, levy, collect and enforce assessments and fines as set forth in the Declaration;

                        (c)                    Pay all expenses and obligations incurred by the Association in the conduct of its business including, without limitation, all licenses, taxes or governmental charges levied or imposed against the Association property;

                        (d)                   Acquire (by gift, purchase of otherwise), own, hold, improved, build upon, operate, maintain, convey,.. sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;

                        (e)                    Borrow money and, only with the assent (by vote or written consent) of two-thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

                        (f)                    Dedicate, sell or transfer all or any part of the Common Area to any public agency, authority,. or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer.

                        (g)                   Participate in mergers and consolidations with other nonprofit corporations organized for the same purposes, or annex additional residential property and Common Area(s), provided that any merger, consolidation or annexation (other than an annexation of additional phases, which shall be allowed according to the Declaration) shall have the assent by vote or written consent of two-thirds (2/3) of each class of members;

                        (h)                   Have and exercise any and all powers, right and privileges which a corporation organized under the General Nonprofit Corporation Law of the State of California by law my now or hereafter have or exercise.

 

ARTICLE V
MEMBERSHIP VOTING RIGHTS

 

                        The number and qualifications of members of the Association, the different classes of membership, if any, the property, voting and other rights and privileges of members, and their liability for dues and assessments and the method of collection thereof, shall be as set forth in the Declaration and By-Laws.

 

ARTICLE VI
BOARD OF DIRECTORS

 

                        The affairs of this Association shall be managed by a Board of seven (7) Directors, who need not be members of the Association, until conversion of Class B memberships to Class A, after which time all Directors must be members of the Association. The number of Directors may be changed by amendment of the Bylaws of the Association. The names and addresses of the persons who are to act in the capacity of Directors until the selection of their successors are:

 

                        Name                                       Address

Michael D. Shatsky                 4041 MacArthur Boulevard

                                                Newport Beach, CA 92663

Norman W. Lytle III               4041 MacArthur Boulevard

                                                Newport Beach, CA 92663

David Smith                            4041 MacArthur Boulevard

                                                Newport Beach, CA 92663

David Moon                            4041 MacArthur Boulevard

                                                Newport Beach, CA 92663

Gordon W. Gauley                 4041 MacArthur Boulevard

                                                Newport Beach, CA 92663

Greg Seiffert                           4041 MacArthur Boulevard

                                                Newport Beach, CA 92663

Barbara J. Johnson                  4041 MacArthur Boulevard

                                                Newport Beach, CA 92663

 

ARTICLE VII
DISSOLUTION

 

                        In the event of the dissolution, liquidation, or winding up of the Association, after paying or adequately providing for the debts and obligations of the Association, the Directors or persons in charge of the liquidation shall divide the remaining assets among the members in accordance with their respective rights therein, except where the Association holds its assets in trust, in which case the assets shall be disposed of according to the applicable provisions of the California Corporations Code for nonprofit corporations.

 

ARTICLE VIII
DURATION

 

                        The Association shall exist perpetually.

 

ARTICLE IX
AMENDMENTS

 

                        The Articles may be amended by the vote or written assent of members representing fifty-one percent (51%) of a quorum of the total voting power of the Association and fifty-one percent (51%) of the voting power held by members other than the Declarant under the Declaration; provided, however, that the percentage of the voting power necessary to amend a specific clause or provision shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. For so long as two (2) classes of membership exist, amendment of the Articles shall require the vote or written assent of the prescribed percentage of each class of membership