ARTICLES OF INCORPORATION
FOR
THE LAKE AT WINTERWOOD COMMUNITY ORGANIZATION,
A Washington Nonprofit Corporation
The undersigned incorporator in order to incorporate The Lake At Winterwood Community Organization as a nonprofit corporation in accordance with Chapter 24.03 of the Revised Code of Washington hereby signs in duplicate these Articles of Incorporation:
I
The name of this corporation is THE LAKE AT WINTERWOOD COMMUNITY ORGANIZATION.
II
The period of duration of this corporation shall be perpetual.
III
The purposes for which this corporation is organized are to promote the welfare and interests of the residents of the The Lake At Winterwood development as defined by the Declaration of Protective Covenants for The Lake At Winterwood as recorded in King County, Washington, by administering and enforcing the protective covenants governing the use of the property in the development, engaging in civic improvement and development activities, acquiring, owning, improving, managing, repairing, maintaining and operating real and personal property for the benefit of its members, and to do such things as may be necessary and convenient to accomplish all such purposes.
IV
As used in these Articles, Lot or Lots shall refer to Lots which are described in the Declaration of Protective Covenants for The Lake At Winterwood as recorded in King County, Washington. Fee title owners of Lots which are not subject to a recorded contract for purchase and sale and the holders of the vendee's interest under a recorded contract for purchase and sale of Lots shall be members of this corporation. Membership in this corporation shall be appurtenant to and not severable from such fee ownership or vendee's interest and shall transfer and terminate with transfers and termination of such interests without further action on the part of this corporation or its several members. Membership shall stand in the name or names of the persons who have such interests from time to time. Each membership shall be subject to assessment in an amount determined by the directors for administrative costs of the corporation and for maintaining, repairing, improving, reconstructing, replacing and regulating any property which the corporation may acquire. The assessments shall be equally applied against each membership. There shall be a maximum of one membership in this corporation for each Lot and no more. This Article IV shall not be amended without the unanimous consent of all memberships entitled to vote. Each membership shall be entitled to exercise one vote on each matter presented to the membership for consideration. A party which holds more than one membership shall have one vote for each membership it holds.
V
The address of the initial registered office of the corporation is 6510 Southcenter Blvd., Suite 1, Tukwila, Washington, 98188, and the name of the initial registered agent of this corporation at such address is Schneider Homes, Inc., a Washington corporation.
VI
The initial board of directors shall be constituted of three directors. The names and addresses of the persons who are to serve as the initial directors are:
Gerald E. Schneider 6510 Southcenter Blvd., Suite 1
Tukwila, Washington 98188
Harry J. Schneider 6510 Southcenter Blvd., Suite 1
Tukwila, Washington 98188
Russell J. Tye 6510 Southcenter Blvd., Suite 1
Tukwila, Washington 98188
The members of the initial board of directors shall serve for an initial term until 75% of the Lots defined in Article IV have had single family residences constructed thereon and are or have been occupied as residences, or until December 31, 1992, whichever first occurs. Any vacancy occurring in the initial board of directors, regardless of the cause therefor, shall be filled by the action of the remaining directors on the board. Upon the expiration of the initial term of the initial board of directors, three directors shall be elected. One director shall be elected for a term of two years and two directors shall be elected for a term of one year. The term of such directors shall end on the day of the month on which the annual meeting of members is held; provided that in any event each of such directors shall serve a term of at least one full year. Thereafter, at the expiration of the term of each of such directors, a director shall be elected for a term of two years to fill the vacancy. In any event, each director shall serve until a successor is elected and qualified and shall be elected at an annual meeting of members.
VII
After the initial term of directors ends, no person shall be qualified to be elected as director of this corporation or to continue to hold office as director of this corporation unless such person is a member of this corporation, except that the employee of a corporation which is a member or is a partner of a partnership which is a member and the employee of a partnership which is a member shall be qualified to serve as director of this corporation. This Article shall not be amended without the unanimous consent of all memberships entitled to vote.
VIII
The name and address of the incorporator is Gerald E. Schneider, 6510 Southcenter Blvd., Suite 1, Tukwila, Washington, 98188
IX
In the event of dissolution of the corporation, the net assets of the corporation shall be distributed among persons and parties holding its memberships in proportion to the number of votes held by the respective memberships.
X
As determined by its directors, this corporation may establish and maintain reasonable reserves for maintenance and replacement of its property.
DATED: June 30th, 1988.