ARTICLES OF INCORPORATION
OF
CROFTON HEIGHTS HOMEOWNERS' ASSOCIATION
The undersigned, acting as incorporator of a corporation under the Washington Nonprofit Corporation Act, adopts the following Articles of Incorporation:
ARTICLE 1: Name
The name of this corporation shall be Crofton Heights Homeowners' Association.
ARTICLE 2: Duration
The duration of this corporation shall be perpetual.
ARTICLE 3: Purposes
The purposes for which the corporation is organized are to provide an entity for the management, administration and operation of Crofton Heights, a single family residential development, located in King County, Washington, and to engage in all such activities as are incidental or conducive to the attainment of the objectives of the corporation and all activities which are permitted to be done by a nonprofit corporation under any laws that may now or hereafter be applicable or available to this corporation. The powers of this corporation shall be subject to and shall be exercised in accordance with the provisions of the Declaration for Crofton Heights, filed with the Recorder of King County, Washington, under File No. 8812080878 as it may from time to time be amended, hereinafter referred to as the "Declaration."
ARTICLE 4: Dissolution
On dissolution or final liquidation of the corporation, the assets of the corporation shall be distributed among the members of the corporation in accordance with the Declaration.
ARTICLE 5: Members
The corporation shall have one (1) class of members, which shall consist of the owners of the lots of Crofton Heights.
ARTICLE 6: Registered Office and Agent
The address of the initial registered office of the corporation is 411 - 108th Avenue Northeast, Suite 310, Bellevue, Washington 98004, and the name of the initial registered agent at such address is Richard A. Lowell.
ARTICLE 7: Directors
The number of directors of this corporation shall be fixed by the Bylaws and may be increased or decreased from time to time in the manner specified therein. The initial Board of Directors shall consist of no less than three (3) and no more than five (5) directors. The names and addresses of the persons who shall serve as directors until the first meeting of the members and until their successors are elected and qualify, unless they resign or are removed, are:
NAME |
ADDRESS |
Richard A. Lowell |
411 - 108th Avenue Northeast Suite 310 Bellevue, Washington 98004 |
Brenda Osborne |
411 - 108th Avenue Northeast Suite 310 Bellevue, Washington 98004 |
Mike Nelson |
501 Southeast Hawthorne Blvd. Portland, Oregon 97214 |
ARTICLE 8: Indemnification
To the full extent permitted by the Washington Nonprofit Corporation Act, each member of the Board of Directors, each member of a corporation committee, each officer of the corporation, the Declarant who filed the Declaration, and the managing agent of Crofton Heights, shall be indemnified by the corporation against all expenses and liabilities, including attorneys' fees reasonably incurred by or imposed in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of holding or having held such position, or any settlement thereof, whether or not he holds such position at the time such expenses or liabilities are incurred, except to the extent such expenses or liabilities are covered by insurance and except in such cases wherein such person is adjudged guilty of willful misfeasance in the performance of his duties; provided, that in the event of a settlement, the indemnification shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the corporation.
ARTICLE 9: Incorporator
The name and address of the incorporator are:
Richard A. Lowell
411 - 108th Avenue Northeast, Suite 310
Bellevue, Washington 98004
EXECUTED in duplicate on December 30, 1988
Richard A. Lowell
STATE OF WASHINGTON |
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COUNTY OF KING |
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Richard A. Lowell, being first duly sworn, on oath says:
That he is the incorporator of Crofton Heights Homeowners' Association, that he has read the foregoing Articles of Incorporation, knows the contents thereof, and believes the same to be true.
CONSENT TO SERVE AS REGISTERED AGENT
I, Richard A. Lowell, hereby consent to serve as Registered Agent, in the State of Washington, for the following corporation: CROFTON HEIGHTS HOMEOWNERS' ASSOCIATION
I understand that as agent for the corporation, it will be my responsibility:
- To receive service 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 this 20th day of October, 1988
Richard A. Lowell
411 - 108th Avenue Northeast
Suite 310
Bellevue, Washington 98004