🏛️ Defendant Exhibit 103 – SHOA Certificate of Incorporation (1983)

This founding document created Staffordshire Homeowner’s Association, Inc. as a nonprofit corporation under Oregon law, filed with the Oregon Secretary of State on October 19, 1983.

Because SHOA is a nonprofit corporation, it is governed by Oregon Revised Statutes (ORS) Chapter 65 — the law that defines how nonprofit boards must operate, including elections, recordkeeping, meetings, and fiduciary duties.

Later, SHOA also adopted Covenants, Conditions & Restrictions (CC&Rs) that bring it under ORS Chapter 94, which governs planned communities. But the legal foundation — this 1983 document — places SHOA squarely within ORS 65.

đź§­ Why This Exhibit Matters

📜 This is SHOA’s legal origin.
It defines the corporation’s name, purpose, initial board structure, and basic rules for how it must function.

⚖️ Member control is foundational.
Only the membership has authority to adopt or amend Bylaws (Article X), making it clear that the Board cannot unilaterally create new rules or powers.

🚫 Resolutions like “R5” aren’t in here.
There is no mention of Board-made “Resolutions” as a valid way to change or enforce rules — especially those involving fines or penalties.

👥 The Board must have 7 directors.
The original Articles establish a 7-person board, which casts doubt on the legality of the March 2025 Bylaws amendment reducing that number to five.

📍 Filed in Eugene, created by a Portland attorney.
The first registered office was in Eugene, and the original incorporator was attorney Mark P. O’Donnell of Portland.


đź“‚ Open Exhibit 103 (PDF)

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