I, Natalie Meyer, Secretary of State of the State of Colorado hereby certify that the prerequisites for the issuance of this certificate have been fulfilled in compliance with the law and are found to conform to the law. Accordingly, the undersigned, by virtue of the authority vested in me by law, hereby issues A CERTIFICATE OF INCORPORATION TO SHENANDOAH HOMEOWNERS ASSOCIATION, INC., A NONPROFIT CORPORATION.

Dated: May 8, 1989

Natalie Meyer Secretary of State

(signed document on file at AREM)

FILED MAY 8, 1989 STATE OF COLORADO DEPARTMENT OF STATE ARTICLES OF INCORPORATION OF SHENANDOAH HOMEOWNERS ASSOCIATION, INC. The undersigned, for the purpose of organizing a non-profit corporation, pursuant to the laws of the State of Colorado, do hereby adopt the following Articles of Incorporation: ARTICLE 1 The name of the corporation shall be: SHENANDOAH HOMEOWNERS ASSOCIATION, INC. ARTICLE II The corporation shall have perpetual existence. ARTICLE III The purpose or purposes for which this corporation is organized are: A. To take title to all property, real or personal which may be conveyed to it, including, but not limited to common areas, the water system, and roads and/or road easements, and to maintain the same in Shenandoah Subdivision; to maintain and improve all such property and assess the owners of lots for expenses incurred in such maintenance and improvement.

B. To buy, exchange , contract for, lease and in any and all other ways acquire, hold and own, and deal in, sell, mortgage, leases, or otherwise dispose of real and personal property of every kind and description, as may be desirable for the use by the corporation in the operation of any business conducted by it. C. To borrow money for the conduct of its business and in furtherance of the objects, purposes and powers herein set forth, and to issue debentures, bonds, certificates of indebtedness, notes and other instruments of like character evidencing the liability of the company; to repay the same and to secure any and all thereof by mortgages or deeds of trust on any or all of the real or personal property of the company. D. To carry on any business which the corporation may deem proper or convenient in connection with any of the foregoing powers and purposes, whether indirectly or otherwise ,or which may be calculated, directly or indirectly, to promote the interest of the company or to enhance the value of its property; and the interest of its members; and to have and exercise all of the powers conferred by the laws of the State of Colorado on a corporation formed under the act pursuant to which this corporation is formed. ARTICLE IV The address of the initial registered office of this corporation is: 555 South Camino Del Rio, Unit B-2, Durango, La Plata County, State of Colorado 81301, and the name of the initial registered agent at such address is LESTER I. SHERMAN. ARTICLE V The management of this corporation shall be vested in a board of directors, the number of which shall be as stated in the bylaws.

The number of directors constituting the initial board of directors shall be three. The names and address of the persons who are to serve as the initial directors are: Name E.L. HUTCHISON W. ROWLAND CARMACK JACK CARMACK Address Post Office Box 678 Durango, CO 81302 5911 County Road 203 Durango, CO 81301 2312 Columbine Drive Durango, CO 81301 ARTICLE VI The name and address of the incorporator is: Name LESTER I. SHERMAN Address Post Office Box 2199 Durango, CO 81302

ARTICLE VII The corporation shall issue memberships. There will be two classes of members provided in the Declaration of Homeowner’s Benefits and Assurance. One membership shall be issued to the owners of each lot in the subdivision. Each member shall have a minimum of one vote. If a member owns more than one lot of land within the subdivision to be served by the corporation, he shall have one vote for each lot of land owned. ARTICLE VIII The board of directors shall have the power to make, from time to time, such bylaws for the management of the affairs of the corporation as may be necessary or proper, and after reasonable notice to all directors (or without notice if all directors consent thereto), to repeal, amend, or alter the same or to adopt new bylaws. The board

of directors shall have the power to fix the salaries of directors, corporate officers and agents and employees of this company. The board of directors shall have the power to appoint and remove officers, agents and employees of the corporation. IN WITNESS WHEREOF, I have hereunto set my hand the 17th day of April, 1989. Lester I. Sherman (signed document on file at AREM)


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I, the undersigned, a notary public hereby certify that on the 17th day of April, 1989, personally appeared before me LESTER I. SHERMAN, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statement therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal, this 17th day of April, 1989. My commission expires 9 – 24- 89. Signed by the Notary Public (signed document on file at AREM) 424.37