WE, the undersigned persons, acting as Incorporators of a non-profit corporation under the Utah Non-Profit and Cooperative Association Act, adopt the following Articles of Incorporation for such Corporation which shall have perpetual life.
ARTICLE I
NAME AND PLACE OF BUSINESS
The name of the Corporation is DAMMERON VALLEY LANDOWNERS ASSOCIATION, INC., the initial principal office is at 151 North Main Street, St. George, Utah 84770.
ARTICLE II
PURPOSES
This Corporation is organized as a non-profit corporation and no part of any net earnings shall enure to the benefit of any private party. The general nature of the business shall be to operate a civic organization for the good of all lot owners, to provide care and maintenance of the general landscaping, to provide enforcement of these Articles, By-laws and Protective Covenants and to raise money to accomplish these purposes and to do any and all acts as allowed by the Laws of the State of Utah.
ARTICLE III
MEMBERSHIP AND CAPITAL STOCK
Membership in this Association shall be evidenced by a Certificate of Membership, there being no stock certificates issued, the total number of memberships authorized shall be Three Thousand (3,000). Every person who is a record fee owner in any lot which is subject by the Protective Covenants and Declarations attached to the Dammeron Valley Subdivisions, shall automatically be members of the Corporation. Membership shall be appurtenant to, and not separated from ownership of any such lot or other assessable portion of the property, and such ownership shall be the sole qualification for membership. In the event of a resubdivision of any lot the added record owners shall become automatic members of this Corporation and subject to the same monthly dues as any other member, there being only one class of members.
ARTICLE IV
BOARD OF TRUSTEES
The Corporation shall be managed by a governing Board of Trustees, consisting of not less than three (3) trustees. The number of trustees may be increased or decreased from time to time by amendment of the by-laws. Any vacancy occurring in the board of trustees may be filled by the affirmative vote of a majority of the remaining trustees though less than a quorum of the Board.
ARTICLE V
MEETING
There shall be an annual meeting of the Corporation during the month of May, unless otherwise ordered by the Board of Trustees, to elect trustees and to transact other business. Notice shall be mailed to each member at least ten (10) days before the time appointed for the meeting. A majority of the members of this Corporation, when present either in person or by proxy, at any meeting, shall constitute a quorum. Special meetings of the members may be called by the President, the Board of Trustees, or by the members who have the right to cast one-third of the votes entitled to be cast at a meeting of the members.
ARTICLE VI
INITIAL TRUSTEES
The names and street addresses of the persons who are to serve as the initial trustees are al follows:
A. BROOKS PACE, 151 North Main Street, St. George, Utah 84770
LYMAN EVERETT, Dammeron Valley Dr. 19, Dammeron Valley, Utah 84722
DAN W. CLARK, 151 North Main Street, St. George, Utah 84770
ARTICLE VII
OFFICERS
The officers of the Corporation shall be a president, one or more vice-presidents, a secretary and a treasurer. The officers shall be appointed by the Board of Trustees.
ARTICLE VIII
INCORPORATORS
The name and street address of each Incorporator is as follows:
A. BROOKS PACE, 151 North Main Street, St. George, Utah 84770
LYMAN EVERETT, Dammeron Valley Dr. 19, Dammeron Valley, Utah 84722
DAN W. CLARK, 151 North Main Street, St. George, Utah 84770
ARTICLE IX
ASSESSMENTS
All outstanding memberships of the Corporation are hereby made assessable and the Board of Trustees of such Corporation for the purpose of paying expenses, conducting the business of the Corporation, or paying the debts of the Corporation, may levy and collect assessments upon the outstanding memberships of the Corporation in the manner and form and to the extent provided by the laws of the State of Utah. There shall be annual dues required for membership in the Corporation which shall be determined by the vote of the members of the Corporation. Dues may vary from year to year, but dues shall be the same for all members, and shall be originally established at the rate of Eight Dollars ($8.00) per month payable beginning the first day of the month.
ARTICLE X
DISTRIBUTION OF PROPERTY ON DISSOLUTION
In the event of dissolution of this Corporation its property shall be distributed to a tax exempt foundation, or other non-profit and tax exempt corporation and no part or interest thereof shall be distributed to any member of the Corporation.
ARTICLE XI
BY-LAWS
By-laws will be hereafter adopted by the membership and shall be amended in a manner prescribed therein, and shall be binding on all members.
ARTICLE XII
FIRST LIEN
The dues and assessments as specified in Article IX above shall become delinquent within fifteen (15) days after the first of each month and if the dues are not paid within that time then the unpaid dues shall accrue as a lien against the real property of the delinquent landowner. The Corporation shall have all rights, powers and authorities in law and equity to foreclose said lien pursuant to the Foreclosures Statutes of the State of Utah to enforce the payment of the dues established herein, and shall be allowed to recover their reasonable attorney's fees from the delinquent member.
IN WITNESS WHERE OF, we the original undersigned Incorporators, hereinabove named, have hereunto set our hands this 21 day of April, 1976.
Signed by:
A. BROOKS PACE
DAN W. CLARK
ANDREW B. PACE
