Exhibit 3.5
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| | ARTICLES OF INCORPORATION OF HIGHLANDS RANCH DEVELOPMENT CORPORATION | | |
The undersigned natural persons of the age of twenty-one (21) years or more, hereby associate themselves together to form a corporation, under and pursuant to the statutes of the state of Colorado, and adopt the following Articles of Incorporation.
ARTICLE I
The name of this Corporation shall be:
HIGHLANDS RANCH DEVELOPMENT CORPORATION
ARTICLE II
A. The nature of the business of the Corporation and the objects and purposes to be transacted, promoted and carried on by it are:
| | 1. | To provide for maintenance, preservation and architectural control of the development known as Highlands Ranch, and to promote the health, safety and welfare of the residents of such community; |
| | 2. | To engage in the business of and to act as general contractors and land development managers; to contract for and coordinate the development activities of subcontractors and others on lands owned by the corporation or others; to engage in all activities, render all services, and handle and deal in all materials, supplies and products related or incidental to any and every phase of the building and construction trades; |
| | 3. | To acquire by purchase, lease, or otherwise and to improve and develop real property. To erect dwellings, apartment houses, and other buildings, private or public, of all kinds, and to sell or rent the same. To rebuild, enlarge, alter, or improve any buildings or other structures held or occupied by the Corporation, end to carry on may lawful business therein or thereon. To lay out. grade, pave, and dedicate roads. streets, avenues, highways, alleys, courts, paths, walks, parks, and play-grounds. To buy, sell, mortgage, exchange, lease, let, hold for investment or otherwise, use, and operate real estate of all kinds, improved or unimproved, and any right, or interest therein. |
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| | 4. | To engage in any commercial, industrial, manufacturing or agricultural enterprises calculated or designed to be profitable to this Corporation and in conformity with the laws of the State of Colorado. |
| | 5. | To generally engage in any lawful business. |
The objects and purposes specified in each of the foregoing paragraphs shall not be limited or restricted by reference or inference from the terms of any other paragraph but each shall be regarded as an independent object and purpose.
B. In furtherance of the foregoing purposes, the Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under the laws of the State of Colorado. In addition, it may do everything necessary, suitable or proper for the accomplishment of any of its corporate purposes, including the following:
(a) To borrow money for any corporate purpose from its officers, directors or shareholders, upon fair and equitable terms and conditions.
(b) To acquire shares of its own capital stock, and to hold the same either as treasury stock, or to cancel the same in the manner provided by law; any stock so held in the treasury shall not be voted.
ARTICLE III
This corporation shall have perpetual existence.
ARTICLE IV
A. The aggregate number of shares which the Corporation shall have authority to issue is Fifty Thousand (50,000) shares of common stock of no par value. The consideration for the issuance of shares may be paid in whole or in part in money, and other property, tangible or intangible; or in labor or in services actually performed for the Corporation.
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When payment of the consideration for which shares are to be issued shall have been received, such shares shall be deemed to be fully paid and not liable for any further call or assessment thereon.
B. Each shareholder of record shall have one vote for each share of stock standing in his name on the books of the Corporation and entitled to vote. In the election of directors, cumulative voting shall not be allowed.
C. Shareholders of the capital stock of this Corporation shall have the pre-emptive or preferential right to subscribe for any shares of the capital stock of this Corporation, whether now or hereafter authorized, and the right to acquire additional or treasury shares of the Corporation or securities convertible into shares or carrying stock purchase warranty or privileges.
D. The Board of Directors nay, from time to time, distribute to the shareholders in partial liquidation, out of stated capital or capital surplus of the Corporation, a portion of its assets, in cash or property, subject to the limitations contained in the statutes of the State of Colorado.
ARTICLE V
The number of persons constituting the Board of Directors of the Corporation shall be fixed by the Bylaws of the Corporation. Directors need not be residents of the State of Colorado, nor shareholders of the Corporation, and shall exercise all the powers conferred on the Corporation by these Articles of Incorporation and by the laws of the State of Colorado. The initial Board of Directors shall consist of three (3) members, and the names and addresses of those persons who are to serve as Directors until the first annual meeting of shareholders, or until their successors shall have been elected and qualified, are as follows:
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Philip J. Reilly | | 26137 La Paz Road | | | | |
| | Mission Viejo, California 92691 | | | | |
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James G. Toepfer | | 6-00 So. Yosemite | | | | |
| | Englewood, Colorado 80110 | | | | |
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James L. Huesman | | 26137 La Paz Road | | | | |
| | Mission Viejo, California 92691 | | | | |
ARTICLE VI
No contract or other transaction of the Corporation with any other person, firm or corporation, or in which this Corporation is interested, shall be affected by reason of any of the directors or officers of this Corporation being interested, in their individual capacities, or as an officer or director of another corporation, individually or jointly with others as a party to such contract or transaction; provided that the fact of such interest is known or disclosed to the Board. Any member of the Board so interested may be counted in determining the existence of a quorum at which the matter is considered and may vote at the Meeting at which this matter is taken up, as if he were not so interested.
ARTICLE VII
A. The address of the initial registered office of the Corporation is 1900 First National Bank Building, 621 Seventeenth Street, Denver, Colorado 80293.
B. The name of the initial registered agent for the Corporation at such address is Thomas T. Grimshaw.
ARTICLE VIII
Any director or officer or former director or officer of the Corporation shall be indemnified by the Corporation against all costs and expenses actually and reasonably incurred by him for advice or assistance concerning, or in connection with the defense of any action, suit or proceeding, civil, criminal or administrative, except in relation to the liabilities under the Securities Act of 1933. as amended; the Securities Laws of the State of
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Colorado; or other applicable Securities Laws, in which he is made a party by reason of being or having been a director or officer of the Corporation, whether or not he continues to be a director or officer at the tine of incurring such costs or expenses, except costs and expenses incurred in relation to matters as to which such director or officer shall have been derelict in the performance of his duty as such director or officer,
| | (a) | in a matter which shall have been subject of a suit or proceeding in be shall have been finally adjudged in such suit or proceeding to have been derelict in the performance of his duty as such director or officer, or |
| | (b) | in a matter not falling within (a) next preceding if either all disinterested members of the Board of Directors or a committee of disinterested stockholders of the Corporation (excluding therefrom any director or officer) selected as hereinafter provided, shall determine that he is derelict. |
The selection of the committee of stockholders provided above may be made by unanimous action of the disinterested directors or, if there be no disinterested director or directors, by the chief executive officer of the Corporation, provided that no. less than two (2) stock-holders shall be selected in any case. A director or stock-holder shall be deemed disinterested in a matter if he has no interest therein other than as a director or stockholder of the Corporation, as the case may be. The foregoing shall not constitute exclusive tests as to dereliction and no determination as to dereliction shall be questioned on the ground that it is made otherwise than as provided above. The Corporation may pay the fees and expenses of the stock-holders or directors, as the case may be, incurred in connection with making a determination as above provided.
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The foregoing indemnification shall include reimbursement of all costs and expenses reasonably incurred in settling any such claim asserted, suit or proceeding, when the so doing appears to be for the best interests of the Corporation, and shall be in addition to any rights to which any director or officer way otherwise be entitled as a matter of law.
ARTICLE IX
The officers of the Corporation shall be subject to the doctrine of corporate opportunities only insofar as it applies to business opportunities in which this Corporation has expressed an interest as determined from time to time by the Corporation’s Board of Directors, as evidenced by resolutions appearing in its minutes. When so delineated, opportunities within such areas of interest shall be disclosed promptly to the Board of Directors. Until such time as this Corporation, through its Board of Directors, has designated an area of interest, the officers shall be free to engage in such areas and to continue a business existing prior to the time that such an area of interest has been designated.
ARTICLE X
The Corporation shall be entitled to treat the registered holder of any shares of the Corporation as the owner thereof for all purposes, including all rights derived from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other persons, including but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee, transferee or other person becomes a registered holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. The purchaser, assignee or transferee of any
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of the shares of the Corporation shall not be entitled: (1) to receive notice of the meetings of the shareholders: (2) to vote at such meetings; (3) to examine a list of the shareholders; (4) to be paid dividends or other sums payable to shareholders; (5) to own, enjoy and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee or transferee has become the registered holder of such shares.
ARTICLE XI
The names and addresses of the incorporators of this Corporation are as follows:
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Ralph L. Poucher | | 1900 First National Bank Building 621 Seventeenth Street Denver, Colorado 80293 | | |
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John J. Tipton | | 1900 First National Bank Building 621 Seventeenth Street Denver, Colorado 80293 | | |
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Charles W. Lilley | | 1900 First National Bank Building 621 Seventeenth Street Denver, Colorado 80293 | | |
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Executed this 27th day of September, 1979. | | |
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| | Ralph L. Poucher | | |
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| | John J. Tipton | | |
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| | Charles W. Lilley | | |
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STATE OF COLORADO | | | ) | | | | | | | |
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CITY AND COUNTY OF DENVER | | | ) | | | | | | | |
I,Leigh J. Newcomb, a Notary Public, in and for the City and County and State aforesaid, do hereby certify that on the 27th day of September, 1979, personally appeared before me Ralph L. Poucher, John J. Tipton and Charles W. Lilley, who are personally known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and who being by me first duly sworn declared that they were the persons who signed the foregoing document as Incorporators, that they signed the same as their free and voluntary act and deed, and that the statements contained therein are true.
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| | Notary Public | | |
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My Commission Expires July 3, 1981 | | |
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SUBMIT ONE
Filing Fee 85.00
STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH
To the Secretary of State
of the State ofColorado
Pursuant to the provision of the Colorado Corporation Act, the undersigned corporation, organized under the laws of the State ofColorado submits the following statement for the purpose of changing its registered office or its registered agent, or both in the State of Colorado:
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First: | | The name of Corporation is Highlands Ranch Development Corporation |
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| Second: | | The address of its REGISTERED OFFICE is 6 Inverness Court East, Englewood, Colorado 80112 |
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| Third: | | he name of its REGISTERED AGENT is Joseph B. Blake |
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| Fourth: | | The address as of its registered office and the address of the business office of its registered agent, as changed, will be identical. |
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| Fifth: | | The address of its place of business in Colorado is 6 Inverness Court East, Englewood, Colorado80112 |
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*Sixth: | | REGARDING FOREIGN CORPORATIONS. THIS STATEMENT MAY BE EXECUTED BY THE REGISTERED AGENT WHEN IT INVOLVES ONLY A REGISTERED ADDRESS CHANGE. A COPY OF THIS STATEMENT HAS BEEN FORWARDED TO THE CORPORATION BY THE REGISTERED AGENT. |
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HIGHLANDS RANCH DEVELOPMENT
CORPORATION (Note 1) |
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By: | | 
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| | James C. Toepfer |
STATE OF COLORADO
County ofArapahoe
Before meBarbara A. Dettis, a Notary Public in and for the said County and State, personally appearedJames C. Toepfer who acknowledged before me that he is thePresident of Highlands Ranch Development Corporation aColorado corporation, that be signed the foregoing, and that the statements contained therein are true.
In witness whereof I have hereunto set any hand on this22nd day ofFebruary, A.D. 1950
My commission expires5/9/82
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| COMPUTER UPDATE COMPLETE | | 
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| | | MAIL TO: | | |
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| | COLORADO SECRETARY OF STATE CORPORATIONS OFFICE 1560 Broadway, Suite 200 Denver, Colorado 80202 (303) 866-2361 | | |
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| SUBMIT ONE | | STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH | | |
Filing Fee $5.00 | | | | |
This document must be typewritten.
Pursuant to the provisions of the Colorado Corporation Code, the Colorado Nonprofit Corporation Act and the Colorado Uniform Limited Partnership Act of 1981, the undersigned corporation or limited partnership organized under the laws ofColorado. Submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado:
First: The name of the corporation or limited partnership is:
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Highlands Ranch Development Corporation |
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Second: the address of its REGISTERED OFFICE is | | 8822 S. Ridgeline Blvd. |
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| | | Highlands Ranch, CO 80126 |
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Third: The name of its REGISTERED AGENT is | | |
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Joseph B. Blake | | |
Fourth: The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
Fifth: The address of its place of business in Colorado is 8822. S. Ridgeline Blvd.
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| | Highlands Ranch, CO 80126 | | (Note 1) |
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| | | | | | | Its | | Vice | | president |
| | | | | Its | | | | authorized agent |
| | | | Its | | | | registered agent (Note 3) |
| | | | Its | | | | general partner |
STATE OFColorado
COUNTY OFDouglas
Subscribed and sworn to before me this day of , 19 .
My commission expires .
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| Notary Public (Note 4) |
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Must be typed FILING FEE: $5.00 MUST SUBMITTWO
COPIES | | Mail to: Secretary of State Corporations Section 1560 Broadway, Suite 200 Denver, CO 80202 (303) 894-2251 Fax (303) 894-2242: 19871382541 | | |
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Please Include a typed self-addressed envelope | | STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH | | |
Pursuant to the provisions of the Colorado Business Corporation Act, the Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act of 1981 and the Colorado Limited Liability Company Act, the undersigned, organized under the laws of:
submits the following statement for the purpose of changing its office or its registered agent, or both in the state of Colorado:
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| FIRST: | | The name of the corporation, limited partnership or limited liability company is: |
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| | Highlands Ranch Development Corporation |
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| SECOND: | | Street address of the current registered office is: |
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| | 8822 South Ridgeline Boulevard, Highlands Ranch, CO 80126 |
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| | (Include City, State, Zip) |
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| | and if changed, the NEW STREET ADDRESS is: |
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| | 300 West Plaza Drive, Suite 300, Highlands Ranch, CO 80126 |
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| | (Include City, State, Zip) |
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| THIRD: | | The name of its current registered agent is: James B. Borgel |
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| | and if changed, the NEW REGISTERED AGENT is: Bert Selva |
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| | Signature of NEW REGISTERED AGENT:  |
The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.
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| FOURTH: | | If changing the principal place of business address ONLY, the new address is: |
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| Signature | | 
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| | Jeffrey H. Donnelson |
Title | | Assistant Secretary |
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MUST BE TYPED FILING FEE: $5.00 MUST SUBMITTWO COPIES | | Mail to: Secretary of State Corporations Section 1560 Broadway, Suite 200 Denver, CO 80202 (303)894-2251 Fax (303) 894-2242 | | |
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Please include a typed self addressed envelope | | STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH | | |
Pursuant to the provisions of the Colorado Business Corporation Act, the Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act of 1981 and the Colorado Limited Liability Company Act, the undersigned, organized under the laws of:
submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado:
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| FIRST: | | The name of the corporation, limited partnership or limited liability company is: |
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Highlands Ranch Development Corporation |
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| SECOND: | | Street address of current REGISTERED OFFICE is: 300 West Plaza Drive, Suite 300 |
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Highlands Ranch, CO. 80126 |
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| | 9135 S. Ridgeline Blvd. |
| | and if changed, the new street address is: Highlands Ranch, CO.80129 |
| | (Include City, State, Zip) |
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| THIRD: | | The name of its current REGISTERED AGENT is: Bert Selva |
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| | and if changed, the new registered agent is: Jeffrey H. Donnelson |
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| | Signature of New Registered Agent |
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| | 9135 S. Ridgeline Blvd. |
| | Principal place of business Highlands Ranch, CO. 80129 |
| | (City, State, Zip) |
The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
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| FOURTH: | | If changing the principal place of business address ONLY, the new address is |
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| Signature | | 
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Title | | Agent |
