Articles of Incorporation

Established May 21, 1965
Last Amended September 5, 1987

First:

The name of this corporation (hereinafter called the “Association”) is The Sea Ranch Association.

Second:

In accordance with the provisions of section 99913(b) of the California Corporations Code, this corporation elects to be governed by all of the provisions of the California Nonprofit Mutual Benefit Corporation Law not otherwise applicable to this corporation under sections 9910-9927 of the California Corporations Code. 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.

Third:

The terms defined herein shall, for all purposes of these Articles of Incorporation, have the meanings herein specified.

  • The term “The Sea Ranch” shall mean the real estate development in the County of Sonoma, State of California, known by that name.
  • The term “Owner” shall mean the person or persons holding the beneficial ownership of a lot or condominium in The Sea Ranch.

Fourth:

  • The specific and primary purposes for which the Association is organized and operated are to provide for the management, maintenance, protection, preservation and development of The Sea Ranch and to promote the health, safety and welfare of its members.
  • The general purposes for which the Association is formed are to have and to exercise any and all powers, rights and privileges which a corporation organized under the General Nonprofit Corporation Law of the State of California by law may now or hereafter have exercise.

The Association is organized and operated exclusively for the purposes of the management, maintenance, protection, preservation and development of The Sea Ranch and the improvements thereon for the benefit of the members, for their pleasure, recreation and other nonprofit purposes, and no part of the net earnings or assets of the Association, on dissolution or otherwise, shall inure to the benefit of any member or director. In the event of dissolution or winding up of the Association, the assets, other than real property, shall vest in and be distributed to a nonprofit unincorporated association consisting of the members of the Association, which unincorporated association shall be known as Del Mar Ranch Association and shall succeed to all of the rights and obligations of the Association. Immediately prior to dissolution, real property held by the Association shall be conveyed to Title Insurance and Trust Company or to its successor, or to any other independent corporate trustee, to hold such real property in trust for the benefit of said unincorporated association and of its members.

Fifth:

The county in the State of California where the principal office for the transaction of the affairs of the Association is to be located in the County of Sonoma.

Sixth:

The powers of the Association shall be exercised, its properties controlled and its affairs conducted by a Board of Directors. The number of directors shall be seven (7); provided, however, that the number of directors may be changed by a Bylaw duly adopted by its members.

Seventh:

  • No person other than an Owner may be a member of the Association.
  • Proof of status as an Owner for purposes of establishing membership shall be furnished in accordance with provisions of the Bylaws.
  • Each member shall be entitled to one vote for each lot or condominium owned by such member on all matters properly submitted for vote to the members of the Association; provided, however, that every member entitled to vote at any election of directors may cumulate votes and give any one or more candidates a number of votes equal to the number of lots and/or condominiums owned by the member multiplied by the number of directors to be elected.

Eighth:

The provisions hereof may not be amended without the vote or written consent of members owning not less than three-fourths (3/4) of the lots and condominiums at The Sea Ranch.