ARTICLES OF INCORPORATION OF

EMERALD LAKE HOMEOWNERS ASSOCIATION, INC.

ARTICLE I

Name

The name of the corporation (hereinafter called the "Association") is Emerald Lake Homeowners Association, Inc.

ARTICLE II

Agent for Service of Process

The name of the Association's initial agent for service of process is Mr. Christopher Bohl, [address deleted].

ARTICLE III

Purposes of the Association

This Association is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law.

The purpose of this Association is to engage in any lawful act or activity for which a corporation may be organized under the Nonprofit Mutual Benefit Corporation Law of the State of California.

This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific primary purpose for which it is formed is to promote the health, safety and welfare of all residents within those unincorporated portions of San Mateo County located west of Redwood City and commonly known as Emerald Hills, Emerald Lake and Oak Knoll as well as the area commonly known as the Woodside District located east of Canada Road and north of Jefferson Avenue, plus or minus such other areas as may be designatedby the Members of the Corporation.

Notwithstanding any of the above statements of purposes and powers, this Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purpose of this Association.

By the filing of these Articles of Incorporation, an existing unincorporated association, heretofore known as Emerald Lake Homeowners Association, is being incorporated.

ARTICLE IV

Principal Place of Business

The County in this State where the principal place of business of this Association is located in San Mateo County.

ARTICLE V

Members

The authorized number and qualification of members of this Association, the different classes of membership, if any, the property, voting and other rights and privileges of

members, and the liability of members to pay dues or assessments and the method of collection thereof, shall be set forth in the Bylaws.

ARTICLE VI

Dissolution

This Association is intended to qualify as a civic league organized and operated exclusively for the promotion of general welfare under Section 50l(c)(4)of the Internal Revenue Code. No part of the net earnings of this corporation shall inure to the benefit of any private individual. In the event of dissolution, liquidation or winding up of the Association, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Association shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for social welfare purposes and which has established its tax exempt status under Section 50l(c)(4) of the Internal Revenue Code.

ARTICLE VII

Amendments

These Articles may be amended only by the affirmative vote (in person or by proxy) or by written consent of a majority of the board of directors of the Association and by the affirmative vote (in person or by proxy) of two thirds of the Members of the Association represented and voting at a duly held meeting at which a quorum is present.

IN WITNESS WHEREOF, for the purposes of forming this corporation under the laws of the State of California, the undersigned has executed these Articles of Incorporation this 2lst day of December, 1992.

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

VERIFIED STATEMENT

The undersigned, Christopher Bohl and Susan Hartzell do hereby declare:

1. We are the President and Secretary, respectively of the unincorporated Emerald Lake Homeowners Association (the "Association").

2. That the incorporation of the Association by means of the Articles of Incorporation to which this Verified Statement is attached has been approved by the Association in accordance with its rules and procedures.

Each of the undersigned hereby declares, under penalty of perjury under the laws of the state of California that the foregoing is true and correct.