The 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:

 

 

ARTICLE I.  NAME

 

The name of the corporation is LAKE OF THE HILLS ESTATES HOME OWNERS ASSOCIATION .

   

ARTICLE II.  DURATION

 

The duration of the corporation shall be perpetual.

   

ARTICLE III.  PURPOSES

 

3.1 Purposes.  The corporation is organized for the following purposes:

 

3.1.1     To own, manage and maintain its real property in LAKE OF THE HILLS ESTATES .

 

3.1.2     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.

 

3.2 Powers.

 

          3.2.1     To have and to exercise any necessary and proper power to carry out the above stated purposes.

 

3.2.2     To exercise all powers provided by law.

 

3.3 Members.  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 LAKE OF THE HILLS ESTATES .

 

3.4 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:

 

To 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 Superior Court of Clallam County for an order distributing the assets so that the intent and purpose of this corporation can be carried out in such a way as to comply with the law then in effect.

 

ARTICLE IV. BYLAWS

 

All 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.

 

 

ARTICLE V.  INDEMNIFICATION AND LIMITATION ON LIABILITY

 

5.1 Director Liability.  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.

 

5.2 Indemnification.  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.

 

ARTICLE VI.  DIRECTORS

 

6.1 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.

 

6.2 Initial Directors.  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:

 

Ray Kawal                   268 Lakeview Dr. , Sequim , WA              

Dick Johnson                166 Forest View Dr., Sequim, WA  

Stephanie Johnson           166 Forest View Dr., Sequim, WA

Soeren Poulsen              403 Lakeview Dr., Sequim, WA   

Don Jenkins                 103 Forest View Dr., Sequim, WA

 

6.3 Removal.  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.