ARTICLES

This is a read-only copy.  For official Articles, see the original Articles of Incorporation provided to you on purchase of your unit.  Additional copies are avaiable with the PPHOA Board Secretary.

ARTICLES OF INCORPORATION

OF

PARK PLACE AT OREM

HOMEOWNERS ASSOCIATION, INC.

            In compliance with the requirements of Title 16, chapter 6, Utah Code Annotated, 1953, as amended, the undersigned, all of whom are natural persons of the age of twenty—one (21) years or older, acting as incorporaators of a corporation under the Utah Nonprofit Corporation and Cooperative Association Act, adopt and certify the following Articles of Incorporation for such corporation.

ARTICLE I

            The name of the corporation is Park Place at Orem Homeowners  Association, hereafter called the "Association."

ARTICLE II

            The principal office of the Association is located at 2230 North University Parkway, Suite 6C, Provo, Utah 84604.

ARTICLE III

            John Dester whose address is 284 South 1160 West, Orem, Utah, 84057, is hereby appointed the initial registered agent of this Association.

ARTICLE IV

PURPOSE AND POWERS OF THE ASSOCIATION

            The Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the residence Lots and Common Area within that certain tract of property described as:

Commencing at a point located S 00°30'08" East along the section line 944.56 feet and West 265.46 feet from the east l/4 corner of Section 15, Township 6 south, Range 2 East, Salt Lake Base and Meridian; thence South 18°27'21" East 402.99 feet; thence North 89 06'03” West 526.71 feet; thence North 00 l8'39" East 382.30 feet; thence South 88°48'13" East 397.08 feet to the point of beginning. 6.87 feet to the point of beginning.

Total Area = 4.041 acres

and to promote the health, safety and welfare of the residents within the above-described property and any additions thereto as may hereafter be brought within the jurisdiction of the Association for this purpose to:

               (a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration", applicable to the property and recorded or to be recorded in the Office of the Utah County Recorder, Utah County, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth as length;

               (b) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of ther Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;

               (c) acquire (by gift, purchase or otherwise), own, hold, improve, 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;

               (d) borrow money, and with the assent 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) participate in mergers and consolidation with other nonprofit corporation organized for the same purposes or annex additional residential property and Common Area, provided that any merger, consolidation or annexation shall have the assent of two—thirds (2/3) of each class of member;

               (g) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non—Profit Corporation Law of the State of Utah by law may now or hereafter

have or exercise.

ARTICLE V

MEMBERSHIP

            Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by covenants of record to assessment by the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtant to and may not be separated from ownership of any Lot which is subject to assessment by the Association.

ARTICLE VI

VOTING RIGHTS

            The Association shall have two classes of voting membership:

               Class A. Class A members shall be all Owners, with the exception of the Declarant, and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot.

Class B. The Class B member(s) Shall be the Declarant (as described in the Declaration), and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever first occurs: (a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B nmmbership; or (b) on December 31, 1985.

ARTICLE VII

BOARD OF DIRECTORS

            The affairs of this Association shall be managed by an interim Board of three (3) Directors, who need not be members of the Association. The number of directors may be changed from time to time by an amendment to the By—Laws, but never less than 7 nor greater than 9. The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are:

                        John L. Dester                                     284 S. 1160 W. Orem, Utah

                        Wayne R. Luck                                    1797 N. l20 E. Orem, Utah

                        Dan Hansen                                         1846 S. 50 E. Orem, Utah                                         

ARTICLE VIII

            Incorporators: The name and address of the Incorporators are:

            The same as the directors as set forth in Article VII, above.

ARTICLE IX

DISSOLUTION

            The Association may be dissolved with the assent given in writing and signed by not less than two—thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the. Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.

ARTICLE X

DURATION

            The corporation shall exist perpetually, unless dissolved pursuant to Article IX, above.

ARTICLE XI

AMENDMENTS

            Amendment of these Articles shall require the assent of seventy-five percent (75%) of the entire membership. As long as there is a Class "B" membership, amendments of these articles shall also require assent of HUD/FHA.

            IN WITNESS WHEREOF, I hereunto sign and verify in duplicate these Articles of Incorporation this 13 day of June, 1983.

                                                                                 
John Dester                                                                                                                               

                                                                                    
Wayne P. Luck                                     

                                                                                    
Danny M. Hansen                                 

STATE OF UTAH )  

                                    :ss.

COUNTY OF UTAH)

            SUBSCRIBED and SWORN to before me, a Notary Public in and for said County and" State, personally appeared John Dester, Wayne P Luck, Danny M Hansen, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and the statements therein contained are true.

            WITNESS my hand and official seal this 13 day of June, 1983.

                                                                                    
Carla Laney                                         

                                                                                    NOTARY PUBLIC

My Comission Expires:                                                Residing at:

5/84                                                                              Orem, Utah

CERTIFICATE OF INCORPORATION

OF

PARK PLACE AT OREM HOMEOWNERS ASSOCIATION, INC

            I, DAVID S. MONSON, Lt. Governor/Secretary of State of the State of Utah, hereby certify that duplicate originals of Articles of Incorporation for the incorporation of

PARK PLACE AT OREM HOMEOWNERS ASSOCIATION, INC.

duly signed and verified pursuant to the provisions of the Utah Non-Profit Corporation and Cooperative Association Act, have been received in my office and are found to conform to law.

            Accordingly, by virtue of the authority vested in me by law, I hereby issue this Certificate Incorporation of

PARK PLACE AT OREM HOMEOWNERS ASSOCIATION, INC.

and attach hereto a Certificate of Good Standing.

#105805

IN TESTIMONY WHEREOF, I have

hereunto set my hand and affixed the

Great Seal of the State of Utah at Salt

Lake City, Utah, this   22   day of

     September     AD. 1983.

  

                                                                 

LT GOVERNOR/SECRETARY OF STATE