[Filed October 26th, 1976  -- Secretary of State, State of Washington]

 

 

 

 

ARTICLES OF INCORPORATION
OF

SOUTH COVE HOME OWNERS ASSOCIATION

 

 

 

WE THE UNDERSIGNED natural persons of the age of twenty-one (21) years or more and citizens of the United States of America, acting as incorporators of a corporation pursuant to the provisions of the Washington Non-Profit Corporation Act, RCW 24.03  adopt the following Articles of Incorporation for such corporation:

 

ARTICLE I

 

Name

 

The name of this corporation is SOUTH COVE HOME OWNERS ASSOCIATION

 

ARTICLE II

 

Purposes and Powers

 

The corporation does not contemplate pecuniary gain or profit, direct or indirect, to its members.  The purposes for which it is formed are:

 

To promote the health, safety and welfare of the residents within the following properties situate in King County, Washington, to-wit:

 

 

The Plat of THE MEADOWS AT LAKE SAMMAMISH according to plat recorded in Volume 101 of Plats, pages 5 and 6, records of King County, Washington,

 

 

and such additions thereto as may hereafter be brought within the jurisdiction of this corporation by annexation as provided in Article VI herein, hereafter referred to as "The Properties," and for this purpose to:

(a) own, operate and maintain recreation parks, playgrounds, tennis courts, commons, streets, footways, including buildings, structures, personal properties incident thereto, hereinafter referred to as "the common properties and facilities," and to provide exterior maintenance for said common properties and facilities;

 

(b) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants and Restrictions, hereinafter called the "Declaration," applicable to the property and recorded or to be recorded in the Office of the King County Recorder and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length;

 

(c) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;

 

(d) borrow money, and with the assent of two-thirds (2/3) of each class of members mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

 

(e) dedicate, sell or transfer all or any part of the common properties and facilities to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members.  No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer;

 

(f) participate in mergers and consolidations with other nonprofit corporations organized for the purposes or annex additional residential property and common areas, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each class of members; and

 

(g) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Washington by law may or hereafter have or exercise.

 

ARTICLE III

 

Membership

 

Every person or entity who is a record owner of fee, or undivided fee, interest in any Lot which is subject by covenants of record to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member.

 

 

ARTICLE IV

 

Voting Rights

 

The Association shall have two (2) classes of voting membership

 

 

 

Class A.  Class A members shall be all those owners defined in Article III with the exception of the Developer.  Class A Members shall be entitled to one vote for each Lot in which they hold the interests required for membership by Article III.  When more than one person holds such interest or interests in any Lot all such persons shall be members, and the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more the one vote be cast with respect to any such Lot.

 

 

Class B.  Class B members shall be the Developer, FINER HOMES, INC.  The Class B member shall be entitled to one vote for each Lot in which it holds the interest required for membership by Article III, provided that the Class B membership shall cease and become converted to Class A membership on the happening of the earlier of the following events:

 

(a)       when the total votes outstanding in the Class A membership equal two and one-half (2 1/2) times the total votes outstanding in the Class B membership; or

 

(b)       on the 1st day of January, 1982.

 

 

 

ARTICLE V

 

Board of Directors

 

Selection; Terms of Office:  The affairs of the corporation shall be managed by a board of three (3) directors who need not be members of the corporation.  The initial board of directors shall consist of three (3) directors who shall hold office from the date of formation of the corporation until the election of their successors (See Initial Directors below).  Beginning with the first annual meeting, to be held November 1, 1977, the members, at each annual meeting, shall elect three (3) directors for a term of three (3) years.

 

Initial Directors:  The names and addresses of the persons who are to act as initial directors of the corporation from the date of formation of the corporation are as follows:

 

Name

Address

FRED H. BURNSTEAD

12353 N.E. 37th Street

Bellevue, Washington 98005

GARY THOMAS NASH

5835 - 108th Ave. N.E.

Bellevue, Washington 98004

JOHN J. SCHNEIDER

12224 N.E. 39th Street

Bellevue, Washington 98005

 

ARTICLE VI

 

Additions to Properties and Membership

 

Additions to the properties described in Article II may be made only in accordance with the provisions of the recorded covenants and restrictions applicable to said properties.  Such additions, when properly made under the applicable covenants, shall extend the jurisdiction, functions, duties and membership of this corporation to such properties.  Where the applicable covenants require that certain additions be approved by this corporation, such approval must have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least fifteen (15) days in advance and shall set forth the purpose of the meeting.

 

ARTICIE VII

 

Mergers and Consolidations

 

Subject to the provisions of the recorded covenants and restrictions applicable to the properties described in Article II, and to the extent permitted by law, the corporation may participate in mergers and consolidations with other nonprofit corporations organized for the same purposes, provided that any such merger or consolidation shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least fifteen (15) days in advance and shall set forth the purpose of the meeting.

 

ARTICLE VIII

 

Mortgages; Other Indebtedness

 

The corporation shall have power to mortgage its properties only to the extent authorized under the recorded covenants and restrictions applicable to said properties.

 

The total debts of the corporation including the principal amount of such mortgages, outstanding at any tine, shall not exceed the total of ten years assessments current at that time, provided that authority to exceed said maximum in any particular case may be given by an affirmative vote of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least fifteen (15) days in advance and shall set forth the purpose of the meeting.

 

 

ARTICLE IX

 

Quorum

 

The quorum required for any action governed by articles VI, VII and VIII of these Articles shall be as follows:

 

At the first meeting duly called as provided therein, the presence of members, or of proxies, entitled to cast sixty percent (6O%) of all of the votes of each class of membership shall constitute a quorum.  If the required quorum is not forth-coming at any meeting, another meeting may be called, subject to the notice of requirements set forth in said Articles, and the required quorum at any subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than thirty (30) days following such preceding meeting.

 

 

ARTICLE X

 

Dedication of Properties

 

The corporation shall have power to dispose of its real properties only as authorized under the recorded covenants and restrictions applicable to said properties.

 

 

ARTICLE XI

 

Duration

 

The corporation shall exist perpetually.

 

 

ARTICLE XII

 

Dissolution

 

The corporation may be dissolved only with the assent given in writing and signed by the members entitled to cast two-thirds (2/3) of the votes of each class of its membership.  Written notice of a proposal to dissolve, setting forth the reasons therefor and the disposition to be made of the assets (which shall be consonant with Article XIII hereof) shall be mailed to every member at least ninety (90) days in advance of any action taken.

 

ARTICLE XIII

 

Disposition of Assets Upon Dissolution

 

Upon dissolution of the corporation, the assets, both real and personal, of the corporation, shall be dedicated to an appropriate public agency or utility to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted, by the corporation.  In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the corporation.  No such disposition of Association properties shall be effective to divest or diminish any right or title of any member vested in him under the recorded covenants and deeds applicable to the properties unless made in accordance with the provisions of such covenants and deeds.

 

 

ARTICLE XIV

 

Amendments

 

These Articles may be amended in accordance with the law, provided that the voting and quorum requirements specified for any action under any provision of these Articles shall apply also to any amendment of such provision, and provided further that no amendment shall be effective to impair or dilute any rights of members that are governed by the recorded covenants and restrictions applicable to the properties which are part of the property interests created thereby.

 

 

ARTICLE XV

 

The Incorporators

 

The name and address of each initial incorporator is:

 

Name

Address

FRED H. BURNSTEAD

12353 N.E. 37th Street

Bellevue, Washington 98005

GARY THOMAS NASH

5835 - 108th Ave. N.E.

Bellevue, Washington 98004

JOHN J. SCHNEIDER

12224 N.E. 39th Street

Bellevue, Washington 98005

 

 

ARTICLE XVI

Registered Office and Agent

 

The address of the initial registered office of the corporation is 14150 N.E. 2lst Street, Bellevue, Washington 98007, and the name of its initial registered agent is FRED H BURNSTEAD.

 

 

[Signed and notarized by Fred H. Burnstead, Gary Thomas Nash, and John J. Schneider October 20th 1976, King County, Washington]