ARTICLE OF INCORPORATION
Thad l. Duvall Audit Douglas County WA
AFN # 3171740 Recorded 11:18 AM 08/01/2013
Al Page: 1 of 8 $32.00 .
CHELAN HILLS ACREAGE TRACTS ASSOCIATION
After Recording Return to:
Chelan Hills Acreage Tracts Association
Chelan, WA 98816
ARTICLE OF INCORPORATION OF
Patrick C. Comfort, being a citizen of the United States, and a resident of the State of Washington, pertaining to non-profit corporations (R.C.W. 24.03) and for that purpose do hereby adopt and certify, in duplicate, the following Articles of Incorporation:
NAME: The name of the corporation shall be CHELAN HILLS ACREAGE TRACTS ASSOCIATION.
PURPOSES AND POWERS: The corporation does not contemplate pecuniary gain or profit, direct or indirect, to its members. The purposes for which it is formed are:
(1) To promote the recreation, health, safety and welfare of the residents of Chelan Hills Acreage Tracts Association, as recorded on survey map, record number 220204 with the Douglas County Auditor, recorded on June 29, 1983.
(2) To care for, maintain and improve for the use and enjoyment of all the residents of Chelan Hills Acreage Tracts Association the private roads and right of way adjacent thereto, legally described on the recorded Declaration of Easement, record number 220226 with the Douglas Count Auditor, recorded on June 30, 1983, and any other property owned by the Association.
(3) To fix assessments to be levied against the properties.
(4) To enforce any and all covenants restrictions and agreements applicable to the properties.
(5) To own, buy, sell, rent, lease, mortgage or otherwise acquire, dispose f or deal in real and personal property.
(6) To borrow money and to issue notes as evidence thereof, and to secure the same by a mortgage or pledge of any or all of its assets.
(7) Insofar as is permitted by law and all covenants, to do any other think that in the opinion of the Board of Directors will promote common benefit and enjoyment of the properties.
MEMBERSHIP: Every person or entity who is a record owner of a fee or undivided fee interest in any tract or any subdivision thereof, which is subject by covenants of record to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of any obligation shall not be a member. For purposes hereof, a contract purchaser shall be considered the owner of a fee and a contract seller shall be considered as having retained an interest in real property merely as security for the performance of an obligation.
VOTING RIGHTS: The Association shall have one class of voting membership. Members shall be all those owners as defined in Article III above. Members shall be entitled to one vote for each tract or subdivision thereof in which they hold the interest required for a membership by Article III. When more than one person holds such interest or interests in any tract or subdivision, all such persons shall be members, and the vote for such tract or subdivision shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such tract or subdivision.
BOARD OF DIRECTORS: The affairs of the Corporation shall be managed by a Board of five (5) directors who need not be members of the corporation. The initial board of directors shall consist of three (3) directors who shall hold office until the election of their successors for the terms stated in Article XV. Beginning with the first annual meeting to be held on June 24, 1984, the members, at each annual meeting, shall elect five (5) directors each for a term of one (1) year.
INDEBTEDNESS: The total debts of the corporation, including the principal amount of any mortgages, outstanding at any time, shall not exceed the total of $2,00.00 (two thousand) at that time, provided that authority to exceed said maximum in any particular case may be given by an affirmative vote of thirty (30%) percent of the votes if the members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting.
QUORUM FOR ANY ASSOCIATION ACTION: The quorum required for any action governed by these Articles shall be as follows: At the first meeting duly called as provided therein, the presence of members, or of proxies, entitled to cast thirty (30%) percent of all votes shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirements set forth in said Articles, and the required quorum at any subsequent meeting shall be one-half of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than sixty (60) days following such preceding meeting.
DEDICATION OF PROPERTIES OR TRANSFER OF FUNCTION TO PUBLIC AGENCY OR UTILITY: The corporation shall have power to dispose of its real properties only as authorized under the recorded covenants and restrictions applicable to said property.
DURATION: The corporation shall exist perpetually.
DISSOLUTION: The corporation may be dissolved only with the assent given in writing and signed by the members entitled to cast two-thirds of its membership. Written notice of proposal to dissolve, setting forth the reasons therefor and the disposition to be made of the assets (which shall be consonant with Article SI hereof) shall be mailed to every member at least ninety (90) days in advance of any action taken.
DISPOSITION OF ASSETS UPON DISSOLUTION: Upon dissolution of the corporation, the assets of the corporation shall be distributed to the members. No such disposition of Association properties shall be effective to divest or diminish any right or title of any member vested in them under the recorded covenants and deeds applicable to The Properties unless made in accordance with the provisions of such covenants and deed.
AMENDMENTS: These Articles may be amended in accordance with the law, provided that the voting and quorum requirements specified for any action under any provision of these Articles shall apply also to any amendment of such provision, and provided further that no amendment shall be effective to impair of dilute any rights of members that are governed by the recorded covenants and restrictions applicable to The Properties which are part of the property interests created thereby.
ANNEXATION OF ADDITIONAL PROPERTIES AND MEMBERS: The seller of Chelan Hills Acreage Tracts and incorporator of this Association has reserved the right to annex additional property without the consent of the Association, tract owners, or members, within five years. The seller may annex additional legal rights of way for access and utilities and make declarations of same to this Association, provided that the access and utilities are constructed and installed in the manner similar to that established for the initial property. Persons who purchase additional annexed property shall be entitled to membership under the same terms and conditions of the existing members. Seller also has reserved the right to grant additional non-exclusive easements over the existing easements set forth n the Declaration of Covenants and Restrictions of Chelan Hills Acreage Tracts Association. Any additional properties included by seller or incorporator using said roads shall be subject to the rules, regulations and dues of the Association.
REGISTERED AGENT AND OFFICE: The address of the initial registered office of the corporation is Jack Baty Realty, 1057 Monterey Lane, Tacoma, Washington 98466 and the name of its initial registered agent at such address is Jack Baty.
THE INCORPORATORS: The name and address of the incorporator is:
Patrick C. Comfort, 1201 Regents Blvd.
Fircrest, WA 98466.
INITIAL DIRECTORS: The names and addresses of those persons are to act as directors until the election of their successors and their terms of office are:
To serve until the first annual meeting to be held on June 24, 1984.
Jack G. Baty and Shirley T. Baty 1057 Monterey Lane
Tacoma, Washington 98466
Lynn R. Barnett E 560 Cronquist Rd.
Allyn, Washington 98524
IN WITNESS WHEREOF, we, being all the Directors of Chelan Acreage Tract Association, have hereunto set our hands this day _____________, 2013.
______________________ Larry Majchrzak, President
Chelan Hills Acreage Tracts
P.O. Box 2135
Chelan, WA 98816
STATE OF WASHINGTON )
COUNTY OF CHELAN )
LARRY MAJCHRZAK, being sworn, says: I am the Chelan Hills Acreage Tracts Association President and representative of the association above named. I have read the foregoing Declaration of Covenants and Restrictions, and know the contents thereof, and believe the same to be true and correct.
Larry Majchrzak, President
SUBSCRIBED AND SWORN to before me this ______ day of July, 2013.
NOTARY PUBLIC in and for the State of Washington;
My Commission Expires:________