ARTICLES OF INCORPORATION
OF
CARRINGTON MEADOWS
HOMEOWNERS ASSOCIATION

Filed on September 25st, 2001

GEONERCO, INC., a Washington corporation, for the purpose of forming a nonprofit corporation under Chapter 24.03 of the Revised Code of Washington, adopts the following Articles of Incorporation

ARTICLE 1. NAME

The name of the Corporation is Carrington Meadows Homeowners' Association.

ARTICLE 2. DURATION

The Association shall have perpetual duration.

ARTICLE 3. PURPOSES AND POWERS

3.1 The Association does not contemplate pecuniary gain or profit, direct or indirect, to its members. In way of explanation and not of limitation, the purposes for which the Association is formed are:

3.1.1 To be and constitute the Association to which reference is made in the Declaration of Covenants, Conditions, Easements and Restrictions for Carrington Meadows (hereinafter the "Declaration"), to be recorded in the Records of King County, Washington, to perform all obligations and duties of the Association, and to exercise all rights and powers of the Association, as specified therein, in the Bylaws of the Association ("Bylaws") as adopted by the Board of Directors of the Association, and as provided by law; and

3.1.2 To provide an entity for the furtherance of the interests of the Owners in the development.

3.2 In furtherance of its purposes, the Association shall have the following powers, which, unless indicated otherwise by the Declaration or Bylaws, may be exercised by the Board of Directors:

3.2.1 All of the powers conferred upon nonprofit corporations by common law and the statutes of the State of Washington in effect from time to time;

3.2.2 All of the powers necessary or desirable to perform the obligations and duties and to exercise the rights and powers set out in these Articles, the Bylaws, or the Declaration, including, without limitation, the following:

(i) To adopt and amend budgets for revenues, expenditures and reserves and impose and collect assessments or other charges to be levied on members;

(ii) To manage, control, operate, maintain, repair, and improve property subjected to the Declaration or any other property for which the Association by rule, regulation, declaration, or contract has a right or duty to provide such services;

(iii) To enforce covenants, conditions, or restrictions affecting any property to the extent the Association may be authorized to do so under the Declaration or Bylaws;

(iv) To engage in activities which will actively foster, promote, and advance the common interests of all owners of property subject to the Declaration;

(v) To buy or otherwise acquire, sell, or otherwise dispose of, mortgage, or otherwise encumber, exchange, lease, hold, use, operate, and otherwise deal in and with real, personal, and mixed property of all kinds and any right or interest therein for any purpose of the Association;

(vi) To borrow money for any purpose;

(vii) To enter into, make, perform, or enforce contracts of every kind and description, and to do all other acts necessary, appropriate, or advisable in carrying out any purpose of the Association, with or in association with any other association, corporation, or other entity or agency, public or private; and

(viii) To adopt, alter, and amend or repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, such Bylaws may not be inconsistent with or contrary to any provisions of the Declaration.

3.3 The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; and the powers specified in each of the paragraphs of this Article 3 are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provisions of this Article 3.

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