We, the undersigned, being natural persons over the age of nineteen (19) years, desiring to form a non-profit corporation pursuant to AS 10.20.226 et. Seq., HERITAGE FARM ESTATES HOMEOWNER'S ASSN. INC., considers this the plan and do herby certify as follows: All members of this existing corporation, entitled to cast a vote, may approve this plan.

            A special meeting was held on July 31st, 2006 with HERITAGE FARM ESTATES HOMEOWNER'S ASSN. INC. at which this plan was adopted. There was a quorum present for HERITAGE FARM ESTATES HOMEOWNER'S ASSN. INC. and the plan received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast.

ARTICLE I
The name of the corporation shall be:
HERITAGE FARM ESTATES HOMEOWNER'S ASSOCIATION, INC.
Hereafter referred to as Corporation.

ARTICLE II
The duration of the corporation shall be perpetual.

ARTICLE III
Purpose

           The objects and purposes for which the corporation is formed are to maintain, protect, enhance, and promote the civic interests of the members; to provide for mutual assistance and cooperation; to provide for the maintenance and improvement of the quality of life in the community within HERITAGE FARM ESTATES and any additions thereto; to provide for the enforcement of subdivision covenants and restrictions; and to provide for the improvement and maintenance of community areas.

           The corporation assumes the assets and liabilities of HERITAGE FARM ESTATES HOMEOWNER'S ASSN. INC.

           The corporation does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance and preservation of the common area within that certain tract of property described as Plat No. 200485, in the Palmer Recording District, Third Judicial District, State of Alaska.

           AND FURTHER, purposes are to promote the health, safety, and welfare of the residents and property owners within the above-described property, which are consistent with law and prescribed in and consistent with the By-Laws of the Corporation and the duties and obligations of the Corporation as set forth in that certain declaration of covenants, conditions and restrictions, recorded at 2004-014931-0, in the Palmer Recording District, and as such may be amended from time to time therein provided, or as provided by law, said declaration being hereby incorporated as though set forth herein in its entirety.

ARTICLE IV

The internal affairs of the Corporation shall be governed by By-Laws, declaration of covenants, conditions and restrictions. No amendment to these Articles of Corporation, or the said declaration of covenants will be valid without consent of at least Two-Thirds (66%) of the votes, which members present at the meeting or represented by proxy are entitled to cast.

ARTICLE V

Provision for distribution of assets upon dissolution or final liquidation shall be consistent with Alaska Statutes.

ARTICLE VI

            The initial registered agent of the corporation shall be: XXXX XXX, whose business address is P.O. Box XXX, Wasilla, Alaska 99654.

ARTICLE VII

The initial registered office address of the corporation shall be: P.O. Box XXX, Wasilla, Alaska 99654.

ARTICLE VIII
Officers and Elections

            The governing body of this Corporation shall be its Board of Directors, which has the power to adopt, alter, amend or repeal By-Laws. The Board of Directors shall consist of three members. As the terms of each director expires his successor shall be elected at the annual meeting for a term of two or three years. The time and place of each annual election and the manner in which it shall be conducted shall be proved by the By-Laws.

The names and address of the persons who are currently Directors of the Corporation until the selection of their successors are as follows:

Director-President                                                      Term Expires 2009
Director-Vice-President                                             Term Expires 2008
Director-Vice-President                                             Term Expires 2008

The maximum total terms for a director will be two terms.

IN WITNESS WHEREOF, the undersigned, all being of the board of directors designated in Article VIII, execute these Articles and certify to the truth of the facts therein stated this ____ day of _________, 2006.

_________________________________
President
_________________________________
Vice President
_________________________________
Vice-President

(STATE OF ALASKA) ss.

            THIS CERTIFIES that on this ____day of _____________, 2006, before me, the undersigned, a Notary Public in and for Alaska, duly commissioned and sworn as such, personally appeared XX XX, XX XX and XX XX, who, being by me first duly sworn, severally declared that they are three of the persons who signed the foregoing ARTICLES as board of directors, and that the statements therein contained are true. WITNESS my hand and official seal the day and year herein above last written.