We, the undersigned, hereby voluntarily associate ourselves for the purpose of forming a non-profit corporation pursuant to the provisions of the General Non-Profit Corporation Law of the State of California, and we hereby certify:

FIRST: The name of the corporation is SHADOW BROOK SWIM CLUB.

SECOND: The purposes for which this corporation is formed are as follows:

  1. The specific and primary purpose for which this corporation is formed is to promote the social welfare of the members of this corporation by providing said members with recreational facilities;
  2. To do any and all lawful acts which may be advisable, proper, authorized or permitted to be done by this corporation under and by virtue of any condition, covenant, restriction, reservation, charge or assessment affecting any real property, and to do and perform any and all acts which may be necessary for or incidental to the exercise of any of the foregoing powers, or for the peace, health, comfort, safety or general welfare of the owners of such real property, or the residents thereon;
  3. To exercise such powers as may from time to time be granted to a non-profit corporation by law.
  4. Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.

THIRD: This corporation is organized pursuant to the General Non-Profit Corporation Law of the State of California.

FOURTH: This corporation is not organized for profit, and shall not distribute any gains, profits or dividends to any member.

FIFTH: The authorized number and qualifications of members of the corporation, the different classes of membership, if any, the property, voting and other rights and privileges of members, and their liability to dues and assessments and the method of collection thereof, shall be as set forth in the By-Laws.

SIXTH: The County in the State in which the principal office for the transaction of business of the corporation is located is Santa Clara County.

SEVENTH: There shall be five directors of this corporation, and the names and addresses of the persons who are to act in the capacity of the first directors, and who shall hold such office until the selection of their successors, are as follows:

NamesAddresses
Howard H. Bell38 La Cuesta
Orinda, California
Donald L. Edgar2200 Braemar Road
Oakland, California
Edgar B. Stewart36 Los Altos
Orinda, California
James W. Dunlavey2873 Burton Drive
Oakland, California
Robert Rosenberg165 Canon Drive
Orinda, California

The number of directors above stated shall constitute the authorized number of directors until changed by amendment of these articles.

EIGHTH: Amendments of these Articles of Incorporation shall be subject to the following conditions:

  1. Before any members other than the incorporators have been admitted, any amendment may be adopted by a writing signed by two-thirds of the incorporators of the corporation;
  2. After members other than the incorporators have been admitted, amendments may not be adopted except by resolution of the Board of Directors and the vote or written consent of two-thirds of the members of the corporation, given either before or after the adoption of the resolution of the Board of Directors.

IN WITNESS WHEREOF, we have executed these Articles of Incorporation this 14th day of December, 1967.