Land Owner’s Association Articles Of Incorporation



             For the purpose of forming a nonprofit corporation pursuant to the provisions of Colorado Revised Statutes 1973, as amended, the undersigned has made, signed, and acknowledged the following articles:






             The name of the corporation shall be:  GHOST MINE RANCH LANDOWNERS ASSOCIATION, INC.






             The period of duration of this corporation shall be perpetual.






             The business, objectives, and purposes for which the corporation is formed are as follows:


             A.  To be and constitute the Association to which reference is made in the Declaration of Protective Covenants of Ghost Mine Ranch (hereinafter referred to as the "Declaration") relating to a land subdivision project (hereinafter referred to as the “Development”) in the County of Saguache, Colorado, and to perform all obligations and duties of the Association and to exercise all rights and powers of the Association, as specified herein.


B.  To provide an entity for the furtherance of the interest of the owners of the individual lots within the Development (“Lot Owners").







In furtherance of its purpose, but not otherwise, the corporation shall have the following powers:


A.  All of the powers conferred upon nonprofit corporations by the common law and the statues of the State of Colorado in effect from time to time.


B.  All of the powers necessary or desirable to perform the obligations and duties and exercise the rights and powers of the Association under the Declaration, including, without limitation, the following powers:


1.  To make and collect assessments against members for the purpose of defraying the costs, expenses, and any losses of the Association, or of exercising its powers or of performing its functions, including the right to enforce such assessments through the use of liens on delinquent Lot Owner's Lots.


2.  To manage, control, maintain, repair, improve and enlarge common easements, as defined in the Declaration.


3.  To enforce covenants, restriction, or conditions affecting any property to the extent the Association may be authorized under any such covenants, restrictions, or conditions, and to make and enforce rules and regulations for use of the common easements.


4.  To engage in activities which will actively foster, promote, and advance the common ownership interest of the Lot Owners within the Development.


5.  To buy or otherwise acquire, sell, or otherwise dispose of, mortgage or otherwise encumber, exchange, lease, hold, use, operate, and otherwise deal with and in, real, personal, and mixed property of all kinds, and any right or interest therein, for any purpose of the Association.


6.  To borrow money for any purpose of the Association, limited in amount or in other respects as may be provided in the Bylaws of this Association.


7.  To enter into, make, perform, or enforce contracts of every kind and description, and to do all other acts necessary, appropriate, or advisable in carrying out any purpose of the Association, with or in association with any person, firm, association, corporation, or other entity or agency, public or private.


8.  To adopt, alter, and amend or repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, that such Bylaws may not be inconsistent with or contrary to any provisions of the Declaration.


C.  The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; and the powers specified in each of the paragraphs of this Article IV are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provision of this Article IV.






This corporation shall be a membership corporation without certificates or shares of stock.  Until such time as Patten Corporation West owns less then 25 percent of the land subject to the Declaration, it shall be the only member.  Thereafter, there shall be one class of membership and there shall be one membership in the corporation for each Lot within the Development as defined in the Declaration which shall be held by the owner of record of each such lot including the successors and assigns of any Lot located on Ghost Mine Ranch and subject to the Declaration.  The total number of memberships shall be equal to the number of Lots as may exist from time to time.  In addition, as to any land not subdivided there shall be held by Patten Corporation West or its successors or assigns as many memberships as equals the total number of acres not yet subdivided divided by 35 to the nearest round number.


Membership voting rights shall be based upon the number of memberships owned.  There will be one vote allowed for each membership owned.


All Members shall be entitled to vote on all matters, as provided above.  Cumulative voting is prohibited.  No person or entity other than Patten Corporation West or its successors or assigns or an Owner of a Lot may be a Member of the corporation.  Members shall have no preemptive rights to purchase other Lots or the memberships appurtenant thereto.


If title to a Lot is held by more than one person or by a firm, corporation, partnership, association, or other legal entity, or any combination thereof, such Owners shall designate one individual to be the Member for purpose of voting at meetings of the Association.  The name of such designated Member shall be recorded with the Secretary of the Corporation.  Such designation shall be effective and remain in force unless voluntarily revoked or amended by notice to the Secretary of the Corporation, or sooner terminated by operation of law.  Within 30 days after such revocation, amendment, or termination thereof, however, the Owner shall reappoint one individual to be the Member for such purposes.


A membership in the corporation and the share of a Member in the assets of the corporation shall not be assigned, encumbered, or transferred in any manner except as an appurtenance to transfer of title to the Lot to which the membership pertains; provided, however, the rights of membership may be assigned to the holder of a mortgage, deed of trust, or other security instrument on a Lot as further security for a loan secured by a lien on such Lot.


A transfer of membership shall occur automatically upon the transfer of title to the Lot to which the membership pertains.  The Bylaws of the Association may, however, contain reasonable provisions and requirements with respect to recording such transfer on the books and records of the corporation.


The corporation may suspend the voting rights of a member for failure to comply with rules and regulations or the Bylaws of the corporation or with any other obligations of the Owners of a Lot under the Declaration or any agreement created thereunder.


The Bylaws may contain provisions, not inconsistent with the foregoing, setting forth the rights, privileges, duties, and responsibilities of the members.






The Business and affairs of the corporation shall be conducted, managed, and controlled by a Board of Managers.


The Board of Managers shall consist of not less than three persons, the specific number to be set forth from time to time in the Bylaws of the corporation.  In the absence of any provision to the contrary in the Bylaws, the Board shall consist of three persons.


The classes of Managers, method of election and the term of office of members of the Board of Managers shall be determined by the Bylaws.


The names and addresses of the members of the first Board of Managers who shall serve until the first election of Managers by the members and until their successors are duly elected and qualified are as follows:



Patrick E. Rondeau

Patten Corporation

5295 Town Center Road, #400

Boca Raton, FL  33486


Herb Williams


Patton Corporation

546A Main Avenue

Durango, CO  81301


Jeffry Forbes

Patton Corporation West

6760 Corporate Drive - Suite 230

Colorado Springs, CO  80919




Any vacancies in the Board of Managers occurring before the first election of Managers by members shall be filled by the remaining Managers.






The Board of Managers may appoint a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the Board believes will be in the best interests of the corporation.  The officers shall have such duties as may be prescribed in the Bylaws of the corporation and shall serve at the pleasure of the Board of Managers.






Corporate property may be conveyed or encumbered by authority of the Board of Managers or such person or persons to whom such authority may be delegated by resolution of the Board.  Conveyances or encumbrances shall be by instrument executed by the President or Vice-President and by the Secretary or the Treasurer or an Assistant Secretary or Assistant Treasurer, or executed by such other person or persons to whom such authority may be delegated by the Board.






The initial registered office of the corporation will be 1200 17th Street, Suite 3000, Denver, Colorado  80202-5839.  The initial registered agent at such office shall be Herbert H. Davis III.






The incorporator of this corporation and his address are as follows:


Herbert H. Davis III


One Tabor Center, Suite 3000

1200 17th Street

Denver, Colorado  80202

(303) 623-9000






In the event of the dissolution of this corporation, either voluntarily or by the managers hereof, by operation of law, or otherwise, then the assets of this corporation shall be deemed to be owned by the Members in proportion to each Member's ownership of he common easements of the Development.






Amendments to these Articles of Incorporation shall be adopted, if at all, in the manner as set forth in Colorado Revised Statutes; provided, however, that no amendment of the Articles of Incorporation shall be contrary to or inconsistent with any provision of the Declaration.


Executed this __6___th day of June, 1994.




By: _________________________________

Herbert H. Davis III







The foregoing instrument was acknowledged before me this ___6__th day of June, 1994


Witness my hand and official seal


My Commission expired:  10/26/94


Notary Public __________________________