
ARTICLE III
The Association
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3.1 Formation of Association. The Association shall be a nonprofit Utah corporation charged with the duties and invested with the powers prescribed by law and set forth in its Articles and Bylaws and this Declaration. Neither the Articles nor Bylaws of the Association shall, for any reason, be amended or otherwise changed or interpreted so as to be inconsistent with this Declaration or any amendments thereto. Specifically, the Association is formed for the limited purpose of owning, operating, and maintaining the Common Area located within the Project, in a manner consistent with the terms of this Declaration, and for the purpose of collecting assessments and disbursing funds for such purpose.
3.2 Registered Agent. The Registered Agent of the Association shall be CT Corporation System at the address of 1108 E. South Union Avenue, Midvale, Utah, 84047. RESERVED
3.3 Board of Trustees and Officers. The affairs of the Association shall be conducted by the Board and such officers as the Board may elect or appoint in accordance with the Articles and Bylaws of the Association as the same may be amended from time to time. The initial Board shall be composed of three (3) natural persons, designated by Declarant, who need not be Members of the Association. Declarant shall then have the sole power and authority to add and remove Board members until the termination of the Class B membership as provided in Section 2.2(b) above. After the termination of the Class B membership as provided in Section 2.2(b) above, the Board may, upon the majority vote of all Owners of the Lots entitled to vote, be expanded to a total of five (5) natural persons, who must be members of the Association and reside within the community and the additional two persons need not be Members. The Board may also appoint various committees pursuant to Article VIII below and may appoint and hire at Association expense a manager or management company, who shall, subject to the direction of the Board, be responsible for the day-to-day operation of the Association. The Board may task any such manager or management company with running Association meetings, keeping minutes, giving notices, being the custodian of corporate records, maintaining a record of Owners, receiving or giving receipts, paying out debts of the Association, making reports to the Board, and any other duty(ies) incident to the office of secretary or treasurer and such other duties as from time to time be assigned by the Board. The Board shall determine the compensation to be paid to the manager, the management company or any other employee of the Association. At Declarant' s option, so long as Declarant owns at least one (1) Lot in the Project, Declarant may appoint one member of the Board. Unless specifically set forth in this Declaration, no act on may be brought by the Association, or its Board, or Officers on behalf of any Owner, as its respective interest may appear, with respect to any cause of action relating to the Common Area and related facilities. The affairs of the Association shall be conducted by the Board and such officers as the Board may elect or appoint in accordance with the Articles and Bylaws of the Association as the same may be amended from time to time. The Board shall be composed of three (3) to five (5) natural persons, who must be members of the Association and reside within the community. The Board may also appoint various committees pursuant to Article VIII below and may appoint and hire at Association expense a manager or management company, who shall, subject to the direction of the Board, be responsible for the day-to-day operation of the Association. The Board may task any such manager or management company with running Association meetings, keeping minutes, giving notices, being the custodian of corporate records, maintaining a record of Owners, receiving or giving receipts, paying out debts of the Association, making reports to the Board, and any other duty(ies) incident to the office of secretary or treasurer and such other duties as from time to time be assigned by the Board. The Board shall determine the compensation to be paid to the manager, the management company or any other employee of the Association. Unless specifically set forth in this Declaration, no action may be brought by the Association, or its Board, or Officers on behalf of any Owner, as its respective interest may appear, with respect to any cause of action relating to the Common Area and related facilities.
3.4 Personal Liability. Neither the Declarant, any manager or member of Declarant, nor any No member of the Board, officer, manager or other employee or committee member of the Association shall be personally liable to any Member, or to any other person, including the Association, for any damage, loss, claim or prejudice suffered or claimed on account of any act, omission to act, negligence, or other matter, of any kind or nature except for acts performed intentionally and with malice. No member of the Board, officer, manager or other employee or committee member of the Association shall be personally liable to any Member, or to any other person, including the Association, for any damage, loss, claim or prejudice suffered or claimed on account of any act, omission to act, negligence, or other matter, of any kind or nature except for acts performed intentionally and with malice.