ARTICLES

OF

INCORPORATION

OF

EL ENCANTO ESTATES HOMEOWNERS ASSOCIATION, INC.,

an Arizona Non-Profit Corporation


KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, have this day associated ourselves together
for the purpose of forming a non-profit corporation under and
pursuant to the laws of the State of Arizona and for that purpose
do hereby adopt these Articles of Incorporation.


ARTICLE I

Name: The name of the corporation shall be El Encanto Estates
Homeowners Association, Inc., an Arizona Non-Profit Corporation.


ARTICLE II

Purpose: The purpose for which this corporation is organized is the
transaction of any or all lawful business for which non-profit
corporations may be incorporated under the laws of the State of
Arizona, as they may be amended from time to time.


ARTICLE III

Initial Business: The corporation initially intends to promote the
social welfare of El Encanto Estates and its environs, receive
association property, including easements and rights of way, and
provide for the acquisition, construction, management and maintenance
of association property.


ARTICLE IV

Authorized Capital: The corporation shall have no capital stock.
Members of the corporation shall be the members of the Board of
Directors and such others as may be provided for in the bylaws.


ARTICLE V

No part of the net earning of the corporation shall inure to the
benefit of, or be distributable to, its members, directors, officers,
or other private persons, except that the corporation shall be
authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of
its purposes.


ARTICLE VI

Upon the dissolution of the corporation, the Board of Directors
shall, after paying or making provision for the payment of all of
the liabilities of the corporation, dispose of all of its assets
exclusively for the purposes of the corporation in such manner, or
to such organizations as may be permitted under the Arizona Revised
Statutes relating to distribution of assets of non-profit corporations,
as they may be amended from time to time.


ARTICLE VII

Statutory Agent: The name and address of the statutory agent of the
corporation is: [name and address of currently appointed agent.]


[Articles of Amendment 2/3/1994:
	2.    Article VIII is deleted]

[ARTICLE VIII

1.    The power to alter, amend or repeal the bylaws
or adopt new bylaws, subject to repeal or change by the
action of the members, shall be vested and reserved to the 
members.

2.    Subject to the limitations fixed in the Arizona
Revised Statutes relative to the persons constituting the 
initial Board of Directors, the bylaws shall fix the number
of directors, the manner of the election and the term of 
office, all to be approved by a majority of the membership.
]


[Articles of Amendment 2/3/1994:
	3.    Article IX is amended to delete the first sentence
	thereof: "There shall be no less than three (3) directors." The
	remainder of Article IX remains unchanged.]

ARTICLE IX

Board of Directors: [There shall be no less than three (3) directors.]
The initial Board of Directors shall have twelve (12) directors.
The names and addresses of the persons who are to serve as Directors
until the first annual meeting of Directors or until their successors
are elected and qualified are:
	[12 directors listed: names and addresses]


[Articles of Amendment 5/16/88:
	1.     Article X is added and reads as follows:]

ARTICLE X

The personal liability of the directors to the corporation and its
members for monetary damages for breach of a fiduciary duty as a
director is eliminated to the fullest extent permitted by applicable
law. Neither this provision nor any other provision in these Articles
shall eliminate or limit the liability of a director for any of the
following:

(a) Any breach of the director's duty of loyalty to the corporation
or its members.

(b) Acts or omissions which are not in good faith or which involve
intentional misconduct or a knowing violation of law.

(c) A violation of A.R.S. \[sc] 10-1026 (which prohibits the issuance
of shares of capital stock or dividends).

(d) Any transaction from which the director derived an improper and
personal benefit.

(e) A violation of A.R.S. \[sc] 10-1097 (which relates to director
conflicts of interest).


For purposes of this provision, "director" shall include a trustee
or persons who serve on a board of the corporation in an advisory
capacity.