ARTICLES OF INCORPORATION
SEASONS HOMEOWNERS ASSOCIATION
In compliance with the requirements of Title 24 of the Revised Code of Washington, the undersigned, all of whom are residents of the State of Washington, and all of whom are of full age, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit and do hereby certify.
The name of the corporation is SEASONS HOMEOWNERS ASSOCIATION hereafter called the 'Association'.
The principal office of the Association is located at P.O. Box 5053, Lacey, Washington 98503.
Kenneth D. Beyer, Attorney at Law, 2633-A Parkmont Lane SW, P.O. Box 362, Olympia, Washington 98507, is the Reg. Agent/Office and is hereby appointed the initial registered agent of this Association.
PURPOSE AND POWERS OF THE ASSOCIATION
This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the residence Lots and Common Area within that certain tract of property described as:
SEE ATTACHED EXHIBIT A
and to promote the health, safetyand welfare of the residents within the above-described property.
(a) exercise all of the powers and privilegesand to perform all of the duties and obligations of the Association set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the 'Declaration" applicable to the property and recorded in the office of Auditor of Thurston County Washington, 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;
(b) fix levy, collect and enforcepayment 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;
(c) acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;
(d) borrow money, and with the assent of two-thirds (2/3) of the of members, mortgage, pledge, deed in trust, or hypothecate any of 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 Area 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 the members, agreeing to such dedication, sale or transfer;
(f) participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of the members;
(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 now or hereafter have or exercise.
Every person or entity who is a record owner of a fee orundivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including contract sellers, in The Seasons, Division I shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligations. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association.
The Association shallhave one class of voting membership:
Members shall be all owners. Each member shall be entitled to one vote. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot.
BOARD OF DIRECTORS
The affairs of the Association shall be managed by a board of five (5) or seven (7) directors who must be members of the Association. The initial Board of Directors shall consist of five directors who shall hold office until the election of their successors for the terms identified herein. The successors to the three initial directors shall be elected at the first annual meeting, to be held on the 2nd day of June, 1986. At that annual meeting, the members shall elect five directors for a term of one (1) year each, and at each annual meeting thereafter, the members shall elect five (5) directors for a term of one (1) year. The names and addresses of the persons are to act in the capacity of directors until the selection of their successors are:
The Association maybe dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of the members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such asset shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.
The corporation shall exist perpetually.
Amendments of these Articles shall require the assent of 75 percent (75%) of the entire membership.
IN WITNESS WHEREOF, for thepurpose of forming this corporation under the laws of the State of Washington, we, the undersigned, constituting the incorporators of this Association,
have executed these Articlesof Incorporation this _____ day of September, 1986.
CONSENT TO SERVE AS REGISTERED AGENT
I. KENNETH D. BEYER, herebyconsent to serve as Registered Agent in the State of Washington, for the following corporation: SEASONS HOMEOWNERS ASSOCIATION
I understand that as agent for the corporation, it will be my responsibility to receiveservice of process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the office of the Secretary of State in the event of my resignation, or of any changes in the registered office address of the corporation for which I am agent.
Dated this3rd day ofSeptember, 1986.
(Note: If this form is to be used for a NONPROFIT corporation filing, a copy of the Resolution of Board of Directors appointing the agent must be attached to this consent form.)
SEASONS HOMEOWNERS ASSOCIATION
RESOLUTION OF BOARD OF DIRECTORS
THE UNDERSIGNED, BEING ALL OF THE OFFICERS AND DIRECTORS NAMED IN THE ARTICLES OF INCORPORATION of the Association, hereby authorize Kenneth D. Beyer to act as Registered Agent for the Association.
EXECUTED this29 day of September, 1986.
Source: these Articles were scanned by me from a copy left to me by the former tenants of my house. Signatures were copied as image files.
Barbara Taylor, May 28, 2004.