ARTICLES OF INCORPORATION

OF

RCR of EAGLE RANCH

PROPERTY OWNERS ASSOCIATION, INC.

WHEREAS the RCR of Colorado at Eagle Ranch Property Owners Association, Inc. (the “Corporation”) was formed as a non-profit corporation pursuant to the provisions of the Colorado Non-Profit Corporation Act under RCR of Colorado at Eagle Ranch Association’s Articles of Incorporation dated September 22, 2000 filed and recorded in the office of the Secretary of State of the State of Colorado, and

WHEREAS the Board of Directors of the RCR of Colorado at Eagle Ranch Property Owners Association, desire to amend, supplement and change said Articles of Incorporation dated September 22, 2000

ARTICLE I

Name

The name of the Corporation is changed to the Eagle Ranch Property Owners Association, Inc. hereinafter referred to as ERPOA.

ARTICLE II

Principal Office

The principal office of the ERPOA shall be 5000 Nolan Drive, Box A-11, Pueblo, Colorado 81004

ARTICLE III

Duration

ERPOA shall have perpetual duration.

ARTICLE IV

Purposes

The ERPOA is formed under the Act and not for pecuniary profit or financial gain.

The ERPOA is organized and shall be operated to be and constitute an Association to which reference is made in the Declaration of Covenants, Conditions, Restrictions and Easements for

ERPOA, Pueblo County, Colorado, and any supplement or amendment thereto (hereinafter called the "Declaration"), which is incorporated herein by this reference and which has been recorded in the records of the Clerk and Recorder of Pueblo County, Colorado, and to perform all obligations and duties of the ERPOA and to exercise all rights and powers of the ERPOA.

ARTICLE V

Powers

In furtherance of the purposes set forth in Article IV of these Articles of Incorporation,

the ERPOA shall have and may exercise all of the rights, powers, and privileges which are granted under the laws of the State of Colorado and the Declaration, Bylaws or other governing documents of the ERPOA.

ARTICLE VI

Voting Membership

(a) There shall be one membership for each Lot in the ERPOA that shall be limited to the Owners of each Lot located in the real property as described in the Declaration and incorporated herein by this reference.

(b) A transfer of membership shall occur automatically upon the transfer of title to the

Lot to which the membership pertains; provided, however, that the Bylaws of the ERPOA

may contain reasonable provisions and requirements with respect to recording such transfers on the books and records of the ERPOA

(c) Members of the ERPOA shall be voting members (with one vote per Lot as

described in the Declaration) and shall have such voting rights and restrictions and such other

qualifications, privileges, duties and rights subject to limitations as may be set forth in the Declaration and the Bylaws.

ARTICLE VII

Board of Directors

(a) The business and affairs of the Corporation shall be conducted, managed, and controlled by a Board of Directors consisting of not less than one (1) nor more than five (5) members, as established from time to time in the Bylaws of the ERPOA. The directors shall be selected by the members of the ERPOA from the membership and in the manner provided for in the ERPOA Bylaws. The Directors of the ERPOA must, at all times, be Owners.

The names of the current Board of Directors of the ERPOA are:

Bob Robler, President

Chris Robinson, Vice President

Debby Graham, Treasurer

Becky Robler, Secretary

Jim Sandusky, Member at Large

ARTICLE VIII

Officers

The ERPOA shall have such officers as may be prescribed in the Bylaws of the ERPOA, and such officers shall have such duties as prescribed in the Bylaws or by the Board of Directors, and shall serve at the pleasure of the Board of Directors.

ARTICLE IX

Bylaws

The Board of Directors shall have the power to amend the Bylaws as it may from time to time be deemed proper for the management of the affairs of the ERPOA so long as they are not inconsistent with the Colorado statutes or provisions of these Articles of Incorporation or the Declaration.

ARTICLE X

Indemnification

Every director and officer of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees reasonably incurred by or imposed upon him in connection with any proceeding or settlement thereof in which he may become involved, by reason of his being or having been a director or officer of the Corporation. This indemnification shall apply whether or not he is a director or officer at the time such liabilities or expenses are incurred, except in cases wherein the director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties. In the event of a settlement, the indemnification established herein shall apply only when the Board approves such settlement and reimbursement. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights of indemnification to which such director or officer may be entitled.

ARTICLE XI

Amendment

Amendments to these Articles of Incorporation shall be adopted, if at all, in the manner

set forth in the Bylaws; provided, however, that no amendment to these Articles of Incorporation

shall be contrary to or inconsistent with any provision of the Declaration.

ARTICLE XIl

Dissolution

Upon the dissolution of the ERPOA, all assets of the ERPOA shall be distributed to the Members in good standing, with the Owners of each Lot, as of the date of dissolution of the ERPOA, being entitled to that undivided interest in the assets of the ERPOA.

ARTICLE XIII

Supersedes Previous Articles

These articles of Incorporation supersede and cancel the Articles of Incorporation dated and executed on September 22, 2000, including any amendments thereto.

The name and address of the incorporator of this corporation is ERPOA, Bob Robler, President, 5000 Nolan Drive, Box A-11, Pueblo, CO 81004.

(For a signed copy of the Articles, please download the attached Articles PDF)