ARTICLE I

The name of the corporation is CHICO OAKS HOMEOWNERS' ASSOCIATION, INCORPORATED (hereinafter called the "Association").

ARTICLE II

This corporation elects to be governed by all of the provisions of the Nonprofit Corporation Law of 1980 not otherwise applicable to it under Part 5.

ARTICLE III

This Association is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.

ARTICLE IV

Lot A Phase I and Lots 1 through 31 inclusive being a portion of Chico Oaks Subdivision, a Planned Unit Development, Recorded Sept. 23, 1975 in Book 43 of Maps at page 79 and 80 in the office of the Recorder, Butte County.

Lots 32 through 60, inclusive, and Lot A of Phase Two of Chico Oaks, a Planned Unit Development, which Map was recorded in the office of the Recorder of the County of Butte, State of California, on July 22, 1976, in Book 58 of Maps, at pages I and 2.

to provide for the management, administration, and operation of the herein described property comprising the Chico Oaks Planned Development and the business and affairs of the Association, and to promote the health, safety, welfare and interests of all owners of property and residents within the above-described property and any additions thereto as may hereafter be brought within the jurisdiction of the Association, and to take such action as in the judgment of the Board of Directors shall be necessary or proper or inci'dent~tl to the foregoing purposes of the Association.

ARTICLE V

Every person or entity who is a record owner of a fee or undivided fee interest in any Lot within the real property described in Article IV hereof, which is subject, by covenants of record, to assessment by the Association, including contract sellers, shall be a Member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to, and may not be separated from, ownership of any Lot which is subject to assessment by the Association.

ARTICLE VI

The Association shall have one (1) class of voting membership, comprised of all Members, whose voting rights shall be as set forth in the Declaration of Covenants, Conditions and Restrictions ("Declaration") and By-Laws of the Association.

ARTICLE VII

The affairs of the Association shall be managed by a Board of Directors, who shall be Members in good standing of the Association. The number of Directors, their qualifications, and the manner of their selection shall be as set forth in the By-Laws of the Association.

ARTICLE VIII

This Association is intended to qualify as a Homeowners Association under the applicable provisions of Section 528 of the United States Internal Revenue Code ("IRC") and of Section 23701t of the Revenue and Taxation Code of the State of California ("R&TC"), as each may be amended from time to time. No part of the net earnings of this Association shall inure to the benefit of any private individual, except as expressly provided in IRC Section 528 and R&TC Section 23701t with respect to the acquisition, construction or provision for management, maintenance and care of the Association property, and other than by rebate of excess membership dues, fees, or assessments. So long as there is any lot or parcel for which the Association is obligated to provide management, maintenance, preservation, or control, the Association shall not transfer all or substantially all of its assets or file a certificate of dissolution without the approval of one hundred percent (100%) of the Members. In the event of the dissolution, liquidation, or winding-up of the Association, upon or after termination of the Development, in accordance with provisions of the Declaration, the Association's assets remaining after payment, or provision for payment, of all debts and liabilities of the Association shall be divided among and distributed to its Members in accordance with their respective rights therein.

ARTICLE IX

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 specific powers of this corporation.

ARTICLE X

Any amendments to these Amended Articles of Incorporation shall require the approval of the Board of Directors and approval by the affirmative vote or written consent of Members representing at least a majority of the voting power of the Association.

ARTICLE Xl

A. This corporation is an association formed to manage a Common Interest Development under the Davis-Sterling Common Interest Development Act.

B. The corporate office of the association is c/o Hignell & Hignell, Inc., 1500 Humboldt Road, Suite 1, Chico, CA 95928-8299.

The front street and nearest cross street for the physical location of the common interest development are as follows: Neal Dow Avenue and East First Avenue and the zip code is 95928-8299.

C. The name and address of the association's managing agent is: Hignell & Hignell, Inc., 1500 Humboldt Road, Suite 1, Chico, CA 95928-8299. ,

Chico Oaks/Amended Art of Inc. 3

EXHIBIT "A"