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ARTICLES OF INCORPORATION
OF
BELMONT WOODS HOMEOWNERS' ASSOCIATION
 
In compliance with the requirements of the Washington Nonprofit Corporation Act (R. C. W. 24.03), the undersigned, a Washington Limited Partnership duly authorized to execute these Articles of Incorporation, has this day voluntarily executed these Articles of Incorporation as Incorporator for the purpose of forming a Corporation not for profit and does hereby certify the following Articles of Incorporation.
 
ARTICLE I 
NAME
The name of the Corporation is BELMONT WOODS HOMEOWNERS' ASSOCIATION, hereinafter called the "Association."
 
ARTICLE II 
REGISTERED OFFICE AND AGENT
The registered office of the Association is located at 4040 Lake Washington Blvd. N.E., Suite 201, Kirkland, Washington 98033. Greg D. Arms is hereby appointed the initial registered agent of this Association.
 
I Greg D. Arms, hereby consent to serve as registered agent, in the state of Washington, for the Corporation herein named. 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 if any change in the registered office address of the Corporation for which I am agent.
Signed 7/26/1993
 
ARTICLE III 
PURPOSE AND POWERS OF THE ASSOCIATION
This Association does not contemplate pecuniary pin 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, Common Areas, and Common Maintenance Areas within that certain tract of Property (the "Property") described as follows:
 
The plat of Belmont Woods, as more fully described as follows:
Lots 1 through 100, respectively, and Tracts "A", "B", "C", "D", "E", "F", "G", "H", "I", "J" and "K" as recorded in the records of King County in Volume 165 of Plats at pages 49 through 59, respectively, as per Recording Number 199308110391 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 for the purpose to: 
  1. exercise all of the powers and privileges and to preform all the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called "Declaration," applicable to the Property and recorded in the Office of King County Recorder and as the same is amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length;

  2. fix, levy, collect and enforce payment by any lawful means of 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 business of the Association, including all licenses, taxes or governmental charges levied or imposed against the Property of the Association;

  3. 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;

  4. borrow money, and with the assent of two-thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property in as security for money borrowed or debts incurred;

  5. as provided in the Declaration, 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 each class of members, agreeing to such dedication, sale or transfer;

  6. 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 each class of members;

  7. engage in any activity which may be lawfully conducted by a nonprofit Corporation under the Washington Nonprofit Corporation Act;

  8. engage in all such activities as are incidental or conductive to the attainment of the purposes of this Corporation, or any of them, and to exercise any and all powers authorized or permitted to be done by a nonprofit Corporation under any laws that may be now or hereafter applicable to this nonprofit Corporation.

  9. to suspend the voting rights of a member for any period during which assessment, or any other charge (as defined in Article XVI, Section 6 of the Declaration), against the Lot remains unpaid and for a period of not to exceed sixty (60) days for each (and for each separate) infraction of the terms of the Declaration, the Articles, or Bylaws of the Association.
The foregoing clauses of this Article III shall each be construed as purposes and powers, and the matters expressed in each clause shall be in no way limited or restricted by reference to inference from the term of any other clauses, but shall be regarded as independent purposes and powers; and nothing contained in these clauses shall be deemed in any way to limit or elude any power, right, or privilege given to this nonprofit Corporation by law or otherwise.
 
ARTICLE IV
MEMBERSHIP
The Association shall have two classes of voting membership:

Class A. Class A members shall be all Owners, with the exception of (i) the Declarant, while the Declarant is a Class B member, and (ii) the owners of lots described as exempt in the Declaration. Class A members shall be entitled to one (1) vote for each Lot owned within the Property ("Lot"). When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such a Lot shall be exercised as they, b majority determine, but in no event shall more than one (1) vote be cast with respect to any Lot, nor shall any vote be divided. When more than one person holds an interest in any lot, all such persons shall unanimously designate (in writing delivered to the secretary of the Association) one of the persons (owning an interest in the Lot) to vote (in person or by proxy) the vote for such Lot.
 
Class B. Class B member(s) shall be the Declarant (as defined in the Declaration), and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on January 1, 1997. The Declarant shall become a Class A member as to any Lot(s) owned by Declarant on January 1, 1997.
 
ARTICLE V 
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a Board of Directors. The number of Directors shall be fixed by the Bylaws and may be increased or decreased from time to time in the manner specified by the Bylaws. The initial Board of Directors shall consist of three (3) members. The names and addresses of the persons who are to act in the capacity of Directors (the "Initial Directors") until the first election of their successors, unless they resign or are removed, are:
 
Name            Address
Gary A. Young  
4040 Lake Washington Blvd. N.E.
Suite 201, Kirkland, WA 98033
David P. Harding  
4040 Lake Washington Blvd. N.E.
Suite 201, Kirkland, WA 98033
Greg D. Arms  
4040 Lake Washington Blvd. N.E.
Suite 201, Kirkland, WA 98033
 
 
Belmont Woods Limited Partnership, the Incorporator (see Article XIII), is also the Declarant as defined in the Declaration of Covenants, Conditions and Restrictions of Belmont Woods Homeowners' Association which shall be recorded in the County of King, State of Washington. The property is subject to the Declaration. As, the Declarant, the Incorporator hereby appoints the above Initial Directors as a Temporary Board appointed pursuant to Article III, Section 3 of the Declaration. The Temporary Board of Directors and its members, and any successor Board members elected or appointed pursuant to the Bylaws of the Association, shall for all purposes be full members of the Board of Directors. A Temporary Board shall have all powers and authority granted to the Board of Directors by these Articles of Incorporation and the Bylaws of the Association.
 
ARTICLE VI 
DISSOLUTION
The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of 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 used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit Corporation, association, trust, or other organization to be devoted to such similar purposes.
 
ARTICLE VII
DURATION
The Corporation shall exist perpetually.
 
ARTICLE VIII 
AMENDMENTS
Amendments of the Articles of Incorporation by the Association shall be by affirmative vote of 75 percent (75%) of each class of members, unless otherwise provided herein. Notwithstanding anything in these Articles to the contrary, these Articles of Incorporation may not be amended without the written consent of the Declarant so long as Declarant is a Class A or Class B voting member of the Association.
 
ARTICLE IX 
LIABILITIES
The highest amount of indebtedness or liability, direct or contingent, to which this Corporation may be subject to at any one time shall not exceed 150 percent (150%) of its income for the previous fiscal year,  provided that, additional amounts may be authorized by the assent of two-thirds (2/3) of each class of members.
 
ARTICLE X 
RESTRICTION ON USE OF INCOME
No part of income of this Corporation shall inure to benefit of any member, director, or officer of the Corporation, or any private individual, except that reasonable compensation may be paid for services rendered to or for this Corporation affecting one or more of its purposes.
 
ARTICLE XI 
LIMITATION OF LIABILITIES/INDEMNIFICATION
To the extent permitted by law, the personal liability of a director to the Association or to the Association's members for monetary damages for conduct as a director is limited to liability for acts or omissions that involve intentional misconduct by a director or knowing violation of law by a director, or for any transaction from which the director will personally receive a benefit of money, property, or services to which the director is not legally entitled. To the extent permitted by law, the personal liability of an officer to the Association or its members for monetary damages for conduct as an officer is limited to liability for acts or omissions that involve intentional misconduct by an officer or a knowing violation of law by an officer, or for any transaction from which the officer will personally receive a benefit in money, property, or services to which the officer is legally not entitled. To the maximum extent permitted by law, the Association shall indemnify its directors, officers, and members of any corporate committee from claims asserted against any of them, and arising, as applicable, out of any action taken, as director, officer, or member of any corporate committee.
 
ARTICLES XII 
BYLAWS
  1. Notwithstanding anything in these Articles to the contrary, the Bylaws may not be amended without the written consent of the Declarant so long as the Declarant is either a Class A or Class B voting member of the Association.

  2. The Board of Directors shall, upon obtaining the written consent of Declarant, if applicable, have full power to adopt, alter, amend, or repeal the Bylaws, or adopt new Bylaws. Nothing herein shall deny the concurrent power of the Members, by the affirmative vote of a majority of the Members (and upon obtaining the written consent of Declarant, if applicable), to adopt, alter, amend, or repeal the Bylaws.
 
ARTICLE XIII 
INCORPORATOR
The name and address of the Incorporator is Belmont Woods Limited Partnership, 4040 Lake Washington Blvd. N.E., Suite 201, Kirkland, WA 98033.
 
IN WITNESS WHEREOF, for the purpose of forming this Corporation under the laws of the State of Washington, the undersigned, the Incorporator of this Association, has executed these Articles of Incorporation this 26th day of July, 1993.
 
BELMONT WOODS LIMITED PARTNERSHIP
By: Polygon Northwest Company
Its: General Partner
By: Brentview Inc.
Its: General Partner
 
Jeffery D Gow, Secretary-Treasurer