Restated Articles of Incorporation of Pinebrook HOA

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The name of this Corporation is:
PINEBROOK HOMEOWNERS ASSOCIATION

This Corporation is a mutual benefit corporation with members.

Upon the dissolution of the Corporation, after discharging or making provision for discharging the liabilities and obligations of the Corporation, the remaining assets of the Corporation shall be distributed to an appropriate public agency as determined by the Board of Directors to be used for purposes similar to those carried on by the corporation at the time of its dissolution.

No director or uncompensated officer of the Corporation shall be personally liable to the Corporation or its members for monetary damages for conduct as a director or officer, except that this provision shall not eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date that this provision becomes effective, and this provision shall not eliminate or limit the liability of a director or officer for:

1. any breach of the director’s or officer’s duty of loyalty to the Corporation or its members;
2. acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
3. any unlawful distribution;
4. any transaction from which the director or officer derived an improper personal benefit; and
5. any act or omission in violation of ORS 65.361 to 65.367.

No amendment to or repeal of this Article shall apply to or have an effect on the liability or alleged liability of any director or uncompensated officer of the corporation for or with respect to any acts or omission prior to such amendment or repeal.
            If Oregon law is amended to authorize the further elimination or limitation of the liability of directors or uncompensated officers, then the liability of a director or uncompensated officer of the Corporation shall be eliminated or limited to the fullest extent permitted by Oregon law, as so amended.