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RANCHO ABREGO II HOMEOWNERS ASSOCIATION

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ARTICLES OF INCORPORATION OF RANCHO ABREGO II HOMEOWNERS ASSOCIATION ARTICLE I - CORPORATE NAME The name of this nonprofit corporation is Rancho Abrego II Homeowners Association (the "Association"). ARTICLE II - INITIAL BUSINESS The character of the business that the Association intends to conduct is the administration of the requirements of the Declaration of Establishment of Covenants, Conditions, Reservations and Restrictions for Rancho Abrego II, and any amendments thereto (the "Declaration"), as well as to act as a homeowners association pursuant to the Declaration. The principal office of the corporation shall be at 1870 West Prince Road, Tucson AZ 85705-2961. ARTICLE III - BOARD OF DIRECTORS The control and management of the affairs of this Association shall be vested in a Board of Directors, the exact number of which shall be established in the Bylaws. Initially, the names and address of the Board of Directors shall be Michael B. Whyde, Karen Graser and Rick Stephenson, 5633 E. Grant Road, Tucson AZ 85712, who shall serve as directors until their successors are elected and qualified. ARTICLE IV - STATUTORY AGENT The name and address of the initial statutory agent are F. Michael Cadden, 1870 West Prince Road, Tucson AZ 85705-2961. ARTICLE V - INCORPORATOR The names and address of the incorporator is Michael B. Whyde, 5633 E. Grant Road, Tucson AZ 85712. ARTICLE VI - MEMBERS The Association shall have Members which shall consist of the "Owners" of each "Lot" as those terms are defined in the Declaration, which is subject to assessment by the Association. Each membership shall be appurtenant to, and may not be separated from, ownership of the "Lot" to which the membership is attributable.

ARTICLE VII - PURPOSE The purpose for which the Association is organized is the transaction of any and all lawful business for which a nonprofit corporation may be incorporated under the laws of the State of Arizona, as the same may be amended from time to time, as well as those tax exemption provisions of the Federal Tax Code of 1986, as it may be amended. ARTICLE VIII - LIQUIDATION If the Association is dissolved, then its assets shall be dedicated to a public body or conveyed to a nonprofit organization which is similar in purpose, all as determined by an affirmative vote of two-thirds (2/3) of the Members existing as of the date of such dissolution, and in accordance with the laws of the State of Arizona. ARTICLE IX - INDEMNIFICATION The Corporation may indemnify any person against liability and expenses, including without limitation, attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably suffered or incurred by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, in all circumstances in which, and to the extent that, such indemnification is permitted by A.R.S. §§ 10-3851 and 10-3856, as such provisions may hereafter be amended or renumbered, or the analogous provision of any future Arizona nonprofit corporation code. Any indemnification hereunder shall be made by the Corporation only as authorized by the Board of Directors pursuant to A.R.S. § 10-3855, as it may hereafter be amended or renumbered, or the analogous provision of any future Arizona nonprofit corporation code. Any indemnification hereunder shall be made by the Corporation only as authorized by the Board of Directors pursuant to A.R.S. § 10-3855, as it may hereafter be amended or renumbered, or the analogous provision of any future Arizona nonprofit corporation code. ARTICLE X - DIRECTORS LIABILITY The personal liability of the directors to the Corporation for monetary damage for any action taken or any failure to take any action as a director is eliminated to the fullest extent permitted by A.R.S. § 10-3202(B)(1), as it may hereafter by amended or renumbered, or the analogous provision of any future Arizona nonprofit corporation code. ARTICLE XI - CONFLICTS In the case of any Inconsistency or conflict between the provisions hereof and the Declaration, the provisions of the Declaration shall govern and control. In the case of any inconsistency or conflict between the provisions hereof and the Bylaws, the provisions hereof shall govern and control.

ARTICLE XII - AMENDMENT These Articles may be amended by the Members as called out in the Bylaws.

DATED this L day of December, 2004.

1./ULL—C._4(?3 Lil)Part-cMichael B. Whyde, Incorporator

F:\PVH \ Rancho Abrego MArficles of January 3, 2003

Incorporation.DOC

CONSENT TO ACT AS STATUTORY AGENT I, Michael Cadden, have been designated to act as statutory agent for Rancho Abrego H Homeowners Association, hereby consent to act in that capacity until removal or resignation is subrnied in accordance with Arizona Revised Statutes. DATED this

day of December, 2004.

F. Michael Cadden