ARTICLES OF INCORPORATION
OF
SHIELD-0 TERRACES HOMEOWNERS ASSOCIATION
(A Nonprofit Corporation)

The undersigned, acting as incorporator of a corporation under the "Colorado Revised Nonprofit Corporation Act" adopts the following Articles of Incorporation for such corporation.

FIRST: The name of the corporation is: "Shield 0 Terraces Homeowners Association".

SECOND: The period of its duration is perpetual.

THIRD: The street address of the corporation's initial registered office is P.O. Box 6542, Snowmass, Colorado 81615 and the name of its initial registered agent at that office is Eric Hansen.

FOURTH: The name and address of the incorporator of the corporation are: Larry Leonaitis, 0727 Shield 0 Road, Snowmass, Colorado 81654.

FIFTH: The corporation will have voting members.

SIXTH: The purposes of the corporation are to operate as a homeowners' association as a successor organization to the Shield 0 Terraces Homeowners Association, an unincorporated membership association.

SEVENTH: The initial Board of Directors of the corporation shall be the persons now serving as Trustees of Shield - 0 - Terraces, an unincorporated association.

EIGHTH: The corporation shall have and exercise all powers granted to nonprofit corporations by the "Colorado Revised Nonprofit Corporation Act" in a manner consistent with its bylaws.

NINTH: Upon the dissolution of the corporation the assets of the corporation, after payment of its creditors, shall be distributed to the members of the Association as the Board of Directors of the Association shall provide in a plan of dissolution.

IN WITNESS WHEREOF I have set my hand at Snowmass, Colorado this 2000, this ___ day of _______, 2000.

Larry Leonaitis, Incorporator

The undersigned, the initial registered agent of the corporation, hereby signifies his consent to the appointment.

Eric Hansen, Registered Agent

State of Colorado County of Pitkin
I, the undersigned, a Notary Public for Colorado, hereby certify that on the ____ day of ________, 2000, Larry Leonaitis and Eric Hansen personally appeared before me, and being by me first duly sworn, declared that they are the persons who signed the foregoing instrument, ARTICLES OF INCORPORATION OF SHIELD 0 TERRACES HOMEOWNERS' ASSOCIATION, as incorporator and initial registered agent, and that the statements therein are true to the best of their knowledge and belief.

Witness my hand and official seal.



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