ARTICLES OF INCORPORATION
LEA HILL VILLAGE
HOME OWNERS ASSOCIATION
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, the five incorporators of Lea Hill Village Home Owners Association, who are citizens of the United States of America, acting under the provisions of the Washington Nonprofit Corporation Act (RCW 24.04) adopt the following Articles of Incorporation for such corporation.
The name of the corporation is LEA HILL VILLAGE HOME OWNERS ASSOCIATION, hereinafter called the "Association".
The corporation is to have perpetual existence.
The registered office of the Association is located at 3204 Auburn Way North Auburn, Washington 98002.
NON-PROFIT ENTITY: The corporation is one which does not contemplate pecuniary gain or profit to the members thereof and is organized for non-profit purposes, and no part of any net earnings thereof shall inure to the benefit of any member or other individual.
Charles A. Burgeson, whose address is 3204 Auburn Way North, Auburn, Washington 98002, is hereby appointed the initial registered agent of this Association.
PURPOSE OF THE ASSOCIATION: The specific purposes for which this Association 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 in Exhibit A attached hereto and incorporated herein, as though set out in full; and to promote the health, safety and welfare of the residents within the above-described property and any additions thereto as may hereinafter be brought within the jurisdiction of this Association by annexation, as provided in Article XI herein, and for this purpose to:
(a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration", applicable to the property and recorded or to be recorded in the office of the King County Auditor, King 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 enforce payment 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, to mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; and
(e) Have and to exercise any and all powers, rights and privileges which a corporation organized under the Nonprofit Corporation Law of the state of Washington by law now or hereafter have or exercise; and to do all those necessary and lawful things which in any way compliment the purposes as set forth herein.
MEMBERSHIP: Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including contract sellers, 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 obligation. No owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership.
VOTING RIGHTS: The Association shall have two classes of voting membership:
Class A. Class A members shall be all those owners as defined in Article VII with the exception of the Declarant. Class A Members shall be entitled to one vote for each Lot in which they hold the interest required for membership.
Article VII. When more than one person holds such interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot.
Class B. Class B member(s) shall be the Declarant (as defined in the Declaration). The Class B member(s) shall be entitled to three (3) votes for each Lot in which it holds the interest required for membership by Article VII, provided that the Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:
(a) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or
(b) On September 30, 1970 (date upon which 75% or 337 units based upon base of 450 units will be sold to Class A purchasers).
BOARD OF TRUSTEES: The affairs of this Association shall be managed by a Board of nine (9) Trustees, who need not be members of the Association. The number of Trustees may be changed by amendment of the By-Laws of the Association. The names and addresses of the Trustees who will first manage the affairs of the corporation for a period of not to exceed six months from the date of these Articles are as follows:
Ronald D. Byrd 24645 Pacific Highway South, Kent, Washington
Annette Inglis 29044 222nd Place S. E. , Auburn, Washington
Mitchell J. Serven 24545 Pacific Highway South, Kent, Washington
Joseph 0. Bunker 1255 Weiland, No. E. , Kent, Washington
Sidney J. Hendricks 2004 Pike Northeast, Auburn, Washington
William Kielty 29608 188th Avenue S. E. , Kent, Washington
George Spears 400 Milrose Avenue, #506, Seattle, Washington
Jimmy J. Harkey 32551 107th Ave. N. E. , Auburn, Washington
Vivian Bergstrom Route 1, Box 1012, Auburn, Washington
At the first annual meeting the members shall elect three trustees for a term of one year, three trustees for a term of two years and three trustees for 3 term of three years; and at each annual meeting thereafter the members shall elect three trustees for a term of three years.
LIABILITIES: The highest amount of indebtedness or liability, direct or contingent, to which this Association may be subject at any one time shall not exceed 150 per cent of the income for the previous fiscal year, provided that additional amounts may be authorized by the assent of two-thirds (2/3) of the membership.
ANNEXATION OF ADDITIONAL PROPERTIES:
Section 1. The Association may, at any time, annex additional residential properties and common areas to the Properties described in Article VI, and so add to its membership under the provisions of Article VII, provided that any such annexation shall have the assent of two-thirds (2/3) of the entire Class A membership and two-thirds (2/3) of the entire Class B membership, if any.
Section 2. If within two years of the date of incorporation of this Association, the Declarant should develop additional lands within the area described in Deed Book___, Page____ , of the records of the King County Auditor, such additional lands may be annexed to said Properties without the assent of the Class A members, provided, however, that the development of the additional lands described in this section shall be in accordance with a general plan submitted to the Federal Housing Administration with the processing papers for the first section. Detailed plans for the development of additional lands must be submitted to the Federal Housing Administration prior to such development. If the Federal Housing Administration determines that such detailed plans are not in accordance with the general plan on file and such agency so advises the Association and the Declarant, the development of the additional lands must have the assent of two-thirds (2/3) of the Class A members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than 30 days nor more than 60 days in advance of the meeting setting forth the purpose of the meeting.
At this meeting, the presence of members or of proxies entitled to cast sixty (60%) per cent of all of the votes of the Class A membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth above, and the required quorum at any such subsequent meeting shall be one-half of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty /60) days following the preceding meeting.
MERGERS AND CONSOLIDATIONS: To the extent permitted by law, the Association may participate in mergers and consolidations with other nonprofit corporations organized for the same purpose, provided such foreign corporations are authorized by the law or laws of the government under which they were formed to effect such merger or consolidation and provided further that any such merger or consolidation shall have the assent of two-thirds (2/3) of the entire Class A membership and two-thirds (2/3) of the entire Class B membership, if any.
AUTHORITY TO MORTGAGE: Any mortgage by the Association of the Common Area defined in the Declaration shall have the assent of two-thirds (2/3) of the entire Class A membership and two-thirds (2/3) of the Class B membership, if any.
AUTHORITY TO DEDICATE: The Association shall have power to 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 members entitled to cast two-thirds (2/3) of the votes of the entire Class A. membership and two-thirds (2/3) of the entire Class B membership, if any, agreeing to such dedication, sale or transfer.
DISSOLUTION: The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of the entire Class A membership and two-thirds (2/3) of the entire Class B membership, if any. Upon dissolution of the Association, the assets, both real and personal of the Association, shall be dedicated to an appropriate public agency to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to purposes and uses that would most nearly reflect the purposes and uses to which they were required to be devoted by the Association.
MEETINGS FOR CONTEMPLATED ACTION: In order to take action, under Articles X through XV, there must be a duly held meeting. Written notice, setting forth the purpose of the meeting shall be given to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. The presence of members or of proxies entitled to cast sixty (60%) percent of the votes of each class of membership shall constitute a quorum, except for Article XI, Section 2, where the quorum requirement is specifically set forth. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth above, and the required quorum at such subsequent meeting shall be one-half of the required quorum of the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. In the event that two-thirds (2/3 ) of the Class A membership or two-thirds (2/3) of the Class B membership if any, are not present in person or by proxy, members not present may give their written assent to the action taken thereat.
AMENDMENTS: Amendment of these Articles shall require, the assent of seventy-five (75%) per cent of the entire membership.
FHA APPROVAL: As Long as there is a Class B membership the following actions will require the prior approval of the Federal Housing Administration:
(1) Annexation of additional properties,
(2) Mergers and consolidations,
(3) Mortgaging of Common Area,
(4) Dedication of Common Area,
(5) Dissolution and amendment of these Articles.
INCORPORATORS: The names and post office addresses of the five incorporators to this corporation are:
Annette Inglis, 2904,4 222nd Place S. E. , Auburn, Washington;
Jimmy J. Harkey, 32551 107th Northeast, Auburn, Washington;
George Spears, 400 Milrose Avenue, No. 505, Seattle, Washington;
Ronald D. Byrd, 24645 Pacific Highway South, Kent, Washington;
and Mitchell J. Serven, 24545 Pacific Highway South, Kent, Washington.
IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the state of Washington, the undersigned, the incorporators of this Association, have executed these Articles of Incorporation this 25th day of November, 1968.