In compliance with the requirements of the Colorado Non-Profit Corporation Act, C.R.S. 1973, Article 7-20-101, et seq., the undersigned, all of whom are residents of the County of Denver, and all of whom are of full age, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit and do hereby certify:

ARTICLE I

The name of the corporation is "Manchester Park Townhouse Homeowners Association, Inc.," hereinafter called the "Association."

ARTICLE II

The principal office of the Association is located at 1399 South Idalia Street, Aurora, Colorado 80014.

ARTICLE III

C. Andrew Graham, whose address is 1616 Glenarm Place, Suite 1360, Denver, Colorado 80202, is hereby appointed the initial registered agent of this Association and the address of the initial registered office of the Corporation is 1616 Glenarm Place, Suite 1360, Denver, Colorado 80202.

ARTICLE IV
PURPOSE AND POWERS OF THE ASSOCIATION

This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the Lots and Common Area within that certain tract of property described on Exhibit A attached hereto and incorporated by reference herein, and to promote the health, safety and welfare of the residents within the above-described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association, and for this purposes to:

1. Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions for Manchester Park (hereinafter called "Declaration"), recorded in the office of the Clerk and Recorder of the County of Arapahoe, State of Colorado, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length;
2. Fix, levy, collect and enforce payment by any lawful means of all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident 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;
3. Acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;
4. Borrow money (with the assent of two-thirds (2/3) of each class of members and with the assent of two-thirds (2/3) of all first mortgagees of Lots), mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts Incurred;
5. Dedicate, sell or transfer all or any part of the Common Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members and all First Mortgagees of the Lots agreeing to such dedication, sale or transfer, and such instrument has been recorded with the clerk and recorder of the County of Arapahoe, State of Colorado;
6. Notwithstanding subparagraph (f) above, unless all of the first mortgagees of Lots within the Properties (based upon one vote for each first mortgage owned or held) have given their prior written approval, the Association shall not be empowered or entitled to:
   1. by act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer the Common Area;
   2. fail to maintain fire and extended coverage insurance on the Common Areas in an amount not less than full replacement value;
   3. use hazard insurance proceeds for loss to the improvements situated on the Common Area for other than the repair, replacement or reconstruction of such improvements;
   4. change the method of determining assessments which may be levied against a Lot owner;
   5. terminate professional management of the Property.

ARTICLE V
MEMBERSHIP

Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by the terms of the Declaration to assessment by the Association, including the Declarant, as said term is defined in the Declaration, and 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 assessments by the Association.

ARTICLE VI
VOTING RIGHTS

The Association shall have two classes of voting membership:

Class A. Class A members shall be all of the Owners, with the exception of the Declarant, and shall be entitled to one 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 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 either of the following events, whichever occurs earlier:

1. When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or
2. December 31, 1985, whichever is sooner.

ARTICLE VII
BOARD OF DIRECTORS

The affairs of the Association shall be managed by a Board of nine (9) Directors, who need not be members of the Association: however, the initial Board of Directors shall consist of only three (3) Directors who shall serve until their successors are selected at the first annual meeting of the members. The number of Directors may be changed by amendment of the By-Laws 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:

At the first annual meeting subsequent to the termination of Class B membership, the members shall elect three (3) Directors for a term of three (3) years, three (3) Directors for a term of two (2) years and three (3) Directors for a term of one (1) year; and at each annual meeting thereafter the members shall elect directors for a term of three (3) years.

ARTICLE VIII
DISSOLUTION

The Association may be dissolved with the written assent of not less than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets will be granted, conveyed, and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.

ARTICLE IX
DURATION

The Corporation shall exist perpetually.

ARTICLE X
AMENDMENTS

Amendment to these Articles shall require the assent of seventy-five percent (75%) of the entire membership.

ARTICLE XI
FHA/VA APPROVAL

As long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or Veterans Administration: annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dedication of Common Area, dissolution and amendment of these Articles.