Lake of the Hills Estates
Articles of Incorporation
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undersigned, in order to form a nonprofit corporation under the Washington
Nonprofit Corporation Act, Chapter 24.03 of the Revised Code of Washington,
hereby execute the following Articles of Incorporation:
name of the corporation is
duration of the corporation shall be perpetual.
corporation is organized for the following purposes:
To own, manage and maintain its real property in
To carry out any of its rights, duties and obligations which have been
identified as its responsibility by the declaration of Protective Covenants
and Restrictions of LAKE OF THE HILLS ESTATES.
To have and to
exercise any necessary and proper power to carry out the above stated
exercise all powers provided by law.
The qualifications, rights and responsibilities of members are as
described in the declaration of Protective Covenants and Restrictions of LAKE
OF THE HILLS ESTATES. Membership
in the corporation shall consist exclusively of the owners of real property in
Distribution of Assets.
Upon dissolution of the corporation all assets remaining after payment
or provision for payment of any debt shall be distributed as follows:
an association or not for profit corporation existing which has the same or
similar purpose as that of this corporation.
If no said organization exists then the assets shall be returned to the
unincorporated association that was provided initially in the declaration for
Protective Covenants and Restrictions of LAKE OF THE HILLS ESTATES.
If no such organization exists, then an application may be made to the
provisions concerning the conduct and affairs of this corporation which are
not provided for herein shall be governed by the Bylaws of the corporation,
the declaration of Protective Covenants and by the applicable statutes.
Bylaws for the corporation shall be adopted and amended by a majority
vote of the Board of Directors.
A director of the corporation shall not be personally liable to the
corporation for monetary damages for conduct as a director, except for
liability of the director: (1) for acts or omissions which involve intentional
misconduct by the director or a knowing violation of law for the director;
(ii) for conduct violating Section 23B.08.510(4) of the Washington Business
Corporation Act; or (iii) for any transaction from which the director will
personally receive a benefit in money, property or services to which the
director is not legally entitled. If
the Washington Business Corporation Act is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Washington Business Corporation
Act, as so amended. Any repeal or
modification of this paragraph shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.
The corporation has the power to indemnify its director and officers,
and to purchase and maintain insurance for its directors, officers, trustees,
employees, and other personal and agents, and (without limiting the generality
of the foregoing) shall indemnify its directors against all liability, damage,
and expenses arising from or in connection with service for, employment by or
other affiliation with the corporation or other firms or entities to the
maximum extent of indemnification allowed by Section 23B.08.510 of the Revised
Code of Washington, as hereafter amended.
Number and Election.
The affairs of the corporation shall be managed by the board of
directors. The number of
directors, the qualifications, terms of office, manner of election, place and
notice of meetings and the powers and duties of directors shall be such as are
prescribed by the bylaws of the corporation and by the declaration of
Protective Covenants and Restrictions.
The number of directors constituting the initial board shall be five
(5). The names and addresses of
the persons who are to serve as the initial directors are as follows:
Lakeview Dr., Sequim, WA
The owners by a majority vote of the voting power in the association
present, in person or by proxy, and entitled to vote at any meeting of the
owners at which a quorum is present, may remove any member of the board of
directors with or without cause.
address of the initial registered office of this corporation is
Ray Kawal .
corporation reserves the right to amend or repeal any provisions contained in
these Articles of Incorporation by a seventy five percent (75%) vote of the
members at a meeting at which a quorum is present, following adoption of the
proposed amendment by the board of directors as provided by the applicable
name and address of the incorporator is as follows:
undersigned incorporator hereby declares that he has examined the foregoing and,
to the best of his knowledge and belief, it is true, correct and complete.