El Encanto Estates   Homeowners Association

"to promote the social welfare of El Encanto Estates and its environs"

1. Article X is added and reads as follows:

The personal liability of the directors to the corporation and its members for monetary damages for breach of a fiduciary duty as a director is eliminated to the fullest extent permitted by applicable law. Neither this provision nor any other provision in these Articles shall eliminate or limit the liability of a director for any of the following:

(a) Any breach of the director's duty of loyalty to the corporation or its members.

(b) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law.

(c) A violation of A.R.S. 10-1026 (which prohibits the issuance of shares of capital stock or dividends).

(d) Any transaction from which the director derived an improper and personal benefit.

(e) A violation of A.R.S. 10-1097 (which relates to director conflicts of interest).

For purposes of this provision, "director" shall include a trustee or persons who serve on a board of the corporation in an advisory capacity.

[Resolution of Board of Directors: January 11, 1988]
[Approved at Annual Meeting: March 22, 1988]
[Signed and Notarized: March 22, 1988]
[accepted by Az. Corp. Commission: May 16, 1988]
[approved by Az. Corp. Commission: June 2, 1988]
[507990-4]

Pursuant to the provisions of Section 10-1035 Arizona Revised Statutes, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is:

EL ENCANTO ESTATES HOMEOWNERS ASSOCIATION, INC.

SECOND: The document attached hereto as Exhibit "A" sets forth the amendments to the Articles of Incorporation which were adopted by act of the Members of the corporation at their annual meeting on March 22, 1988, in the manner prescribed by law.

DATED: March 22, 1988

EL ENCANTO ESTATES HOMEOWNERS ASSOCIATION, INC

By

[Rick Secrist] Its President

ATTEST:

[Elaine L. Hegstrom] Secretary

STATE OF ARIZONA County of Pima

The foregoing instrument was acknowledged before me this 22nd day of March, 1988, by Rick Secrist, President and Elaine L. Hegstrom, Secretary, respectively, of El Encanto Estates Homeowners Association, Inc., an Arizona non-profit corporation, on behalf of the corporation.

My Commission Expires: [3/18/91]

[Suzy Burros(??????)] Notary Public

IT IS HEREBY RESOLVED that the Articles of Incorporation of El Encanto Estates Homeowners Association, Inc. be amended, following a favorable vote of the members of the Corporation at its next annual meeting, to add a new Paragraph X as follows:

ARTICLE X

The personal liability of the directors to the corporation and its members for monetary damages for breach of a fiduciary duty as a director is eliminated to the fullest extent permitted by applicable law. Neither this provision nor any other provision in these Articles shall eliminate or limit the liability of a director for any of the following:

(a) Any breach of the director's duty of loyalty to the corporation or its members.

(b) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law.

(c) A violation of A.R.S. 10-1026 (which prohibits the issuance of shares of capital stock or dividends).

(d) Any transaction from which the director derived an improper and personal benefit.

(e) A violation of A.R.S. 10-1097 (which relates to director conflicts-of interest).

For purposes of this provision, "director" shall include a trustee or persons who serve on a board of the corporation in an advisory capacity.

IT IS HEREBY FURTHER RESOLVED that:

The proposed foregoing amendment shall be submitted to a vote of the membership of the Corporation at the annual meeting and that written notice thereof setting forth the proposed amendment or a summary of the changes to be effected shall be given to each member by the President or secretary of the Corporation not fewer than 10 nor more than 50 days before the date of the annual meeting.

IT IS HEREBY FURTHER RESOLVED that:

The proposed foregoing amendment to the Articles of Incorporation has been approved by the undersigned, who constitute a majority of the members of the Board of Directors.

DATED this [11] day of [January] , 1988.

[signed by 10 directors] [Rick Secrist, Elaine L. Hegstrom, ?????,????? Chris Tanz, Lloyd W. Gay, Deborah Oseran, Carolyn Van Nort, Rose Marie Montano, ?????

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URL: http://elencanto-tucson.com/EEEHA/Articles/articles-2.html
Last revised: February 12, 2002
John Rupley: rupley@u.arizona.edu