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ARTICLES OF INCORPORATION OF
EAGLE POINT AT AMERICAN LAKE HOMEOWNER'S ASSOCIATION

The undersigned, acting as incorporator of a corporation under the Washington Nonprofit Corporation Act, adopt(s) the following Articles of Incorporation for such corporation:

Name

FIRST: The name of the corporation is Eagle Point at American Lake Homeowner's Association.

Corporation Type

SECOND: The corporation is a nonprofit corporation organized pursuant to RCW Ch,. 24.03.

Duration

THIRD The duration of this corporation shall be perpetual.

Purpose for Organization

FOURTH: The purpose for which the corporation is organized is to own, manage and maintain certain property in and related to the plat of Eagle Point at American Lake as provided in the covenants, conditions and restrictions applicable to such plat as the same may be amended from time to time, to assess the owners of lots within such plat in the manner provided therein and to enforce such assessments, to enforce such covenants, conditions and restrictions, and generally to carry out any and all activities reasonably related thereto. In addition the corporation may engage in any activity allowable for non-profit corporations in the state of Washington.

Internal Affairs Provisions

FIFTH: Provisions for the regulation of the internal affairs of the corporation, including provisions for the distribution of assets on dissolution or final liquidation, are set forth in the Bylaws of the corporation and the covenants, conditions and restrictions of the plat of Eagle Point at American Lake, as the same may be amended from time to time.

Address

SIXTH: The address of the initial registered office of the corporation is 7610 - 40th Street West, University Place, Washington 98464, and the name of its initial registered agent at such address is Kevin Byrne.

Initial Board of Directors

SEVENTH: The number of directors constituting the initial Board of Directors of the corporation is two, and the names and addresses of the persons who are to serve as the initial directors are:

NAME                                ADDRESS

Kevin Byrne                       7610 - 40th Street West
                                        University Place, WA 98464

Thomas Folk                      8318 102"d Street East
                                        Puyallup, WA 98373

Incorporator

EIGHTH: The name and address of the incorporator is:

NAME                               ADDRESS

Kevin Byrne                      7610 - 40th Street West
                                       University Place, WA 98464

Members

NINTH: The corporation will have members who shall be the owners of lots in the plat of Eagle Point at American Lake.

Indemnification

TENTH: The corporation will indemnify any director or officer made a party, or threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than one by or in the right of the corporation to procure a judgment in its favor, brought to impose a liability on such person for an act alleged to have been committed by such person in his or her capacity as Director or officer of the corporation, or as Director, officer, employee or agent of any other entity when he or she served at the request of the corporation) against judgments, amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action, suit or proceeding or any appeal therein, if such person is either successful in his or her defense or if the proceeding is terminated by settlement, and if such person acted in good faith in the reasonable belief that such action was in the best interests of the corporation, and in criminal actions or proceedings, without reasonable ground for belief that such action was unlawful. The Board of Directors shall have the sole discretion to determine whether amounts for which a Director or officer seeks indemnification were properly incurred and whether such Director or officer acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and whether, with respect to any criminal action or proceeding, he or she had no reasonable ground for belief that such action was unlawful. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding.