RAMS HORN VILLAGE ARTICLES OF INCORPORATION RAMS HORN VILLAGE OWNERS ASSOCIATION, AS AMENDED AND RESTATED

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1 RAMS HORN VILLAGE ARTICLES OF INCORPORATION Of RAMS HORN VILLAGE OWNERS ASSOCIATION, AS AMENDED AND RESTATED

2 TABLE OF CONTENTS RAMS HORN VILLAGE, A CONDOMINIUM ARTICLES OF INCORPORATION AS AMENDED AND RESTATED Page ARTICLE 1. NAME... 1 ARTICLE 2. DURATION... 1 ARTICLE 3. PURPOSES... 1 ARTICLE 4. POWERS... 1 ARTICLE 5. MEMBERSHIP... 2 ARTICLE 6. BOARD OF DIRECTORS... 3 ARTICLE 7. OFFICERS... 3 ARTICLE 8. CONVEYANCES AND ENCUMBRANCES... 3 ARTICLE 9. REGISTERED OFFICE AND AGENT... 3 ARTICLE 10. COMMUNITY ASSOCIATION MANAGER... 4 ARTICLE 11. NOT FOR PROFIT... 4 ARTICLE 12. DISSOLUTION... 4 ARTICLE 13. LIABILITY OF DIRECTORS... 4 ARTICLE 14. ASSOCIATION RECORDS... 4 ARTICLE 15. REGISTRATION... 5 ARTICLE 16. AMENDMENT, ALTERATION, REVOCATION... 5 ARTICLE 17. AMENDED AND RESTATED INCORPORATION... 5

3 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF RAMS HORN VILLAGE OWNERS' ASSOCIATION The undersigned hereby Amends and Restates the Articles of Incorporation as approved by affirmative majority vote of the Members of the Rams Horn Village Owners Association on, for Rams Horn Village Owners Association, a not-for-profit corporation doing business as Rams Horn Village Resort. ARTICLE 1 NAME The name of this corporation is Rams Horn Village Owners' Association (the "Association"). ARTICLE 2 DURATION The Association shall have perpetual existence. ARTICLE 3 PURPOSES The objects and purposes for which this Association is formed are as follows: a. To be and constitute the Association to which reference is made in the Condominium and Fractional Ownership Declaration for Condominium Units at Rams Horn Village (the "Plan of Fractional Ownership"), to be recorded in the records of the Clerk and Recorder of Larimer County, Colorado, pursuant to C.R.S et seq., as amended, and to perform all obligations and duties of the Association and to exercise all rights and powers of the Association. "Board of Directors, Community Association Manager (CAM) "Declarant," "Fractional Owner," "Owner," "Fractional Ownership Estate," "Fractional Unit," "Maintenance Period," "Time Period," L a w, and "Fractional Ownership Expenses," as used herein shall have the meanings ascribed to them in the Condominium and Fractional Ownership Declaration as Amended and Restated. b. To provide an entity for the furtherance of the interests of the Fractional Owners of Fractional Ownership Estates in the operation of Rams Horn Village, a prime residential timeshare Resort. c. To provide the finest vacation experience to all Rams Horn Village Owners, RCI Guests and Rental Guests. To maintain the Resort at the highest quality to preserve the legacy for generations of Rams Horn Village Families to enjoy. To provide the service and vacation experience necessary to promote sales and rentals for the continued financial health of the Resort, and the value of homeowner property. (The Rams Horn Village Resort Mission Statement) ARTICLE 4 POWERS In furtherance of its purposes, this Association shall have all of the powers conferred upon corporations not-for-profit by the statutes and common law of the State of Colorado, including all 1

4 of the powers necessary or desirable to perform the obligations and duties and exercise the rights and powers of the Association under the Condominium and Fractional Ownership Declaration as Amended and Restated which will include, but shall not be limited to, the following: a. To make and collect assessments against members of this Association for the purpose of payment of the Fractional Ownership Expenses including all expenses incurred in exercising its powers or performing its functions; b. To acquire title to, manage, control, operate, maintain, repair and improve the furniture, fixtures, appliances, carpeting and utensils in the Fractional Units; c. To enforce the terms, covenants, restrictions, conditions, uses, limitations and obligations set forth in the Condominium and Fractional Ownership Declaration and the Bylaws of this Association and to make and enforce policies and procedures as provided therein; and d. To engage in activities which will actively foster, promote and advance the interests of all Owners and the Association; and e. To eliminate or limit the personal liability of a Director of the corporation or to its members for monetary damages for breach of fiduciary duty as allowed by law. f. To exercise all the powers of owners associations as provided by C.R.S and C.R.S ARTICLE 5 MEMBERSHIP Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Membership Class This Association shall be a membership Association without certificates or shares of stock. There shall be one class of membership and each Owner of a Fractional Ownership Estate shall be a member. Hereinafter, the word member and Owner shall be interchangeable. Voting Rights Each member, or group of members, owning a Fractional Ownership Estate shall be entitled to one vote for each one fifty-second (1/52) Fractional Ownership Estate owned by the member as a tenant in common with other Fractional Owners in Rams Horn Village, a condominium. Non-assignability A member of this Association shall not assign, encumber or transfer his membership in any manner and shall automatically cease to be a member upon termination of the member s Ownership interest in a Fractional Ownership Estate(s). New Memberships Upon conveyance of a Fractional Ownership Estate to a new Fractional Owner or group of Fractional Owners, each such new Fractional Owner shall automatically become a member of this Association. Multiple Unit Ownership Members shall have the right to be or become Fractional Owners of more than one Fractional Ownership Estate. Suspension This Association may suspend the voting rights of a member for failure to comply with the policies and procedures of this Association or with any other obligations of Fractional Owners under the Condominium and Fractional Ownership Declaration as Amended and Restated, these Amended and Restated Articles of Incorporation, or the Bylaws of this Association. The Association shall abide by C.R.S and C.R.S or the protection of Owner s subject to suspension, and shall adopt a Policy as allowed by C.R.S for providing an alternative 2

5 dispute resolution. Section 5.7 Bylaws The Bylaws of this Association shall contain provisions further setting forth the rights, privileges, powers, duties and responsibilities of its members and Board of Directors, as well as the limits on those rights, privileges, powers, duties and responsibilities. ARTICLE 6 BOARD OF DIRECTORS Section 6.1 Section 6.2 Section 6.3 Section 6.4 Membership and Powers The business and affairs of this Association shall be conducted, managed and controlled by a Board of Directors. The Board of Directors shall consist of that number of persons set forth in the Bylaws of this Association, all of whom shall be members of this Association. Election The Board of Directors shall be elected by the members of this Association in the manner set forth in the Bylaws of this Association. Removal and Vacancy Directors may be removed and vacancies filled in the manner set forth in the Bylaws of this Association. Duty of Loyalty Directors are required to use the care required of fiduciaries of the Owners in their directorship of the Association. ARTICLE 7 OFFICERS The Board of Directors shall elect a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board believes will be in the best interests of this Association. The officers shall have such duties as may be prescribed in the Bylaws of this Association. ARTICLE 8 CONVEYANCES AND ENCUMBRANCES Association property may be conveyed or encumbered by authority of the Board of Directors or by such person or persons to whom such authority may be delegated by resolution of the Board of Directors. Conveyances and encumbrances shall be by an instrument executed by the President or a Vice President, which instrument may (but need not) be attested by the Secretary or executed by such other person or persons to whom such authority may be delegated by the Board. ARTICLE 9 REGISTERED OFFICE AND AGENT The registered office of the Association is 1565 Colorado Highway 66, P.0. Box 1438, Estes Park, Colorado, 80517; the registered agent is Deborah A. Gibson, or as may be designated from time to time in the records of the Colorado Secretary of State. 3

6 ARTICLE 10 COMMUNITY ASSOCIATION MANAGER This Association, by its Board of Directors, shall employ and pay for the services of a Community Association Manager (CAM) to administer and manage the affairs of the Association, to be responsible for the operation, maintenance, repair and improvement of the Rams Horn Village Condominium, and to keep the same in good, attractive and sanitary condition, order and repair. The cost of such services shall be borne by the members as provided in the Amended and Restated Condominium and Fractional Ownership Declaration and in the Bylaws of the Association. Maintenance of the condominiums, billing and collection of the Fractional Ownership Expenses, implementation and operation of a reservation procedure, preparation of an operation budget, maintenance of files, books and records, employment of personnel to perform such duties and other services and functions may be performed by said CAM. Said CAM shall be licensed as required by law. ARTICLE 11 NOT FOR PROFIT This Association is formed exclusively to provide for the management, maintenance and care of Rams Horn Village Condominiums. The Association is not formed for pecuniary profit or financial gain, and no part of the Association's net earnings, profits or income is distributable to or shall inure to the benefit of its Directors, members, officers or any other private individual except to the extent permitted under the Colorado Nonprofit Corporation Act. ARTICLE 12 DISSOLUTION Upon the dissolution of the Association, the balance of all assets after payment of all liabilities and obligations of the Association shall be disposed of exclusively for purposes set forth in these Amended and Restated Articles of Incorporation. ARTICLE 13 LIABILITY OF DIRECTORS A Director of the corporation shall not be liable to this corporation or to its members for monetary damages for breach of fiduciary duty as a Director except for liability: a. For any breach of the Director s fiduciary duty of loyalty to this corporation or its members, b. For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, c. Or for any transaction from which the Director received improper personal benefit. ARTICLE 14 ASSOCIATION RECORDS The Association shall keep records as required by C.R.S , and shall adopt policies or procedures to make such records available for examination and copying by any Owner or Owner s authorized agent. 4

7 ARTICLE 15 REGISTRATION The Association shall register annually with the Colorado Director of the Division of Real Estate as required by law. ARTICLE 16 AMENDMENT, ALTERATION, REVOCATION These Amended and Restated Articles of Incorporation may only amended, altered or revoked, by an affirmative vote of the members at an election as allowed in the Bylaws of this Association. However, no amendment to these Amended and Restated Articles of Incorporation shall be contrary to or inconsistent with the provisions of the Amended and Restated Condominium and Fractional Ownership Declaration. ARTICLE 17 AMENDED AND RESTATED INCORPORATION The President of the Rams Horn Village Owners Association signs and acknowledges for the Association, as a result of an affirmative vote of Owners on, these Amended and Restated Articles of Incorporation, on the date indicated herein below. Rams Horn Village Owners Association, David Mohr, President STATE of COLORADO ) COUNTY of ) The foregoing instrument was acknowledged before me this day of 2015 by David Mohr, President of the Rams Horn Village Owners Association. My commission expires: Witness my hand and official seal. Notary Public 5

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