ARTICLES OF INCORPORATION

STONEGATE AT WEST HILLS HOMEOWNERS ASSOCIATION

ARTICLE I

NAME

The name of the corporation (hereafter called the "Association") is: STONEGATE AT WEST HILLS HOMEOWNERS ASSOCIATION

ARTICLE II

AGENT FOR SERVICE OF PROCESS

The name of this corporation's initial agent for service of process in the State of California is Richards, Watson & Gershon, a Professional Corporation.

ARTICLE III

NONPROFIT STATUS AND PRINCIPAL PURPOSE

This corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.

ARTICLE IV

ADDITIONAL PURPOSES AND POWERS

This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific primary purposes for which it is formed are to provide for maintenance, preservation and architectural control of that certain residential project described as:

Lots 11 through 52, inclusive, of Tract 43932, as per Map thereof recorded in Book 1089, Pages 4 through 8, inclusive, of Maps in the Office of the County Recorder of Los Angeles County, California, and

Lots 1 through 14, inclusive, and Lots 42 through 55, inclusive, of Tract 43933, as per Map thereof recorded in Book 1089, Pages 9 through 12, inclusive, of Maps in the Office of the County Recorder of Los Angeles County, California, referred to hereinafter as "Residential Lots" or "Lots."

and any additions thereto as may hereafter be brought within the jurisdiction of the Association by annexation as provided in Article XI hereof, and to promote the health, safety and welfare of the residents within the above-described property.

In furtherance of said purposes, this Association shall have power to:

(a) Perform all of the duties and obligations, and exercise all of the powers, 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 County Recorder of Los Angeles County, California, and any amendments thereof;

(b) Fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incidental 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) Borrow money, and only with the assent (by vote or written consent) of members holding two-thirds (2/3) of the voting power of the Association, excluding the votes of Declarant, as that term is defined in the Declaration, mortgage, pledge or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred if such a vote is required by the.Declaration;

(d) Participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property, provided that any merger, consolidation or such annexation shall have the assent by vote or written assent of members holding two thirds (2/3) of the voting power of the Association.

Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purpose of this corporation.

ARTICLE V

MEMBERSHIP

Every person or entity who is a record owner of a residential 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 appurtenant 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, as defined in the Declaration, and shall be entitled to one (1) 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 among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Lot.

Class B. The Class B member's shall be the Declarant (as defined 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 any of the following events, whichever occurs earliest:

(a) Five (5) years fro� the date of recordation of the Declaration of Annexation most recently recorded pursuant to Section 3 of Article IX of the Declaration, or, if no Declarations of Annexation have then been recorded, five (5) years from the date of recordation of the Declaration, or

(b) When the Class A membership reaches 150 without giving effect to any such conversion of the Class B memberships.

ARTICLE VII

BOARD OF DIRECTORS

The affairs of this Association shall be managed by a Board of five (5) directors, who need not be members of the Association. The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are:

Maury Froman   520 Broadway, Suite 100, Santa Monica CA  90401
Glenn Cardoso  520 Broadway, Suite 100, Santa Monica CA  90401
Fred Haun      520 Broadway, Suite 100, Santa Monica CA  90401
Bob Raber      520 Broadway, Suite 100, Santa Monica CA  90401
Ton Zanic      520 Broadway, Suite 100, Santa Monica CA  90401

At the first annual meeting and at each annual meeting thereafter, the members shall elect five (5) directors, at least one of whom shall be elected solely by the Class A members. All directors shall be elected for a term of one year. At all times, at least 20% of the incumbents on the Board of Directors shall have been elected solely by the Class A members.

ARTICLE VIII

DISSOLUTION

Upon dissolution of the Association, the assets of the Association shall be distributed to the then Members of the Association and the mortgagees of their respective Residential Lots within Tract 43932, and properties annexed thereto, as their interests may appear.

ARTICLE IX

DURATION

The corporation shall exist perpetually.

ARTICLE X

AMENDMENTS

Amendment of these Articles shall require the assent (by vote or written consent) of at least a bare majority of the Board of Directors, a bare majority of the voting power of each class of members, so long as there are two classes of members, and of a bare majority of the voting power of the Association thereafter.

ARTICLE XI

ANNEXATIONS

The Association may, at any tine and from tine to time, annex additional residential lots and common areas to the property described in Article IV, and so add to its membership under the provisions of Article V, provided that such annexations are made only in accordance with the provisions of the recorded Declaration of Covenants, Conditions and Restrictions, and amendments thereto, if any, applicable to the property described in Article IV hereof. Such additions, when properly made under the applicable covenants, shall extend the jurisdiction, function, duties and membership of this Association to such property. Where the applicable covenants require that certain additions be approved, such approval must have the assent of two-thirds (2/3) of members other than Declarant.

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of California, we, the undersigned, constituting the incorporators of this Association, . have executed these Articles of Incorporation this 16th day of December, 1991

Maury Froman
Glenn Cardoso
Fred Haun
Bob Raber
Tom Zanic

STATE OF CALIFORNIA         )
                            ) SS.
COUNTY OF Los Angeles       )

On December 16, 1991 before me, the undersigned, a Notary Public in and for said County and State personally appeared Maury Froman, Glenn Cardoso, Fred Haun, Bob Raber, and Tom Zanic, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same.

WITNESS my hand and official seal.

                                   Marian dal Piaz
     NOTARY PUBLIC - CALIFORNIA    Notary Public in and for said
                                   County and State

Last modified on 10 Oct 2005 by AO

Conversion, Cleanup, and Publishing by Andrew Oliver