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ArtOfIncorp
This a true and actual copy of the Articles of Incorporation
for the Winchester Village Homeowners Association.
The orginal document is on file with the King County Clerk
under document number 1988 1913 6913 0457.

 00270FEB1088
       ORIGINAL
 FILED
                        FEB 0 1 1988

ARTICLES OF INCORPORATION
OF
WINCHESTER VILLAGE HOMEOWNERS ASSOCIATION

In  compliance  with  the  requirements  of  the  Washington nonprofit corporation act, RCW Chapter 24.03,  the undersigned, all of whom are residents of Kitsap County, Washington, and all of whom are of full age, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit and here do certify:

ARTICLE I.

The name of the corporation is Winchester Village Homeowners Association, hereafter called "the Association.

ARTICLE II.

The principal office of the Association is located at 17936 Woodinville-Snohomish Road, Woodinville, Washington  98072.

ARTICLE III.

Ken Wolcoski, whose address is 17936 Woodinville-Snohomish Road, Woodinville, Washington    98072,  is hereby appointed the initial registered agent of the Association.

ARTICLE IV.

The  Association  does  not  contemplate  pecuniary  gain  or profit to the members thereof and the specific purposes for which it is formed are as follows:
1.   To provide for the periodic inspection,  maintenance, preservation and reconstruction or replacement as necessary of all sewerage disposal systems to be installed within the Plat of Winchester Village in Kitsap County.
2.   To provide for the periodic inspection,  maintenance, preservation and reconstruction or replacement as necessary of all Common Area, Common Property and Common Facilities as defined in the Declaration of Covenants, conditions and Restrictions for Winchester Village; including but not limited to road maintenance and water retention maintenance.
3. To  levy  and  collect  assessments  and  charges  upon members for the purpose of meeting expenses required to fulfill the obligations of the Association.
4. To enter into any contract with any other corporation which  may  be  necessary  to  carry  out  the  purposes  of this corporation, but for no other purposes and not for the purpose of carrying on any business trade or profession for profit.
5. To provide for the general purposes of promoting the recreation,  health,   safety,  welfare,  common  benefit,  and enjoyment of Common Area and Facilities within Winchester Village by the Association Members.
6. To exercise powers granted to nonprofit corporations under the laws of the State of Washington,  but only for the purposes stated herein.

ARTICLE  V.

The Association shall have the following powers:
1. To enter into, make, perform and carry out agreements and contracts of every kind and description for the purposes of the  Association  with  any  person,   firm,   association  or corporation.
2. To borrow or raise monies for any of the purposes of the  Association  and  to  issue  promissory  notes  or  other obligations evidencing such borrowing.
3. To  purchase,  own  and  dispose  of  real  and  personal property of every kind and description.
ARTICLE VI.
Membership shall be limited to those persons,  firms and corporations  who  are  the  record owner or  owners (including contract purchasers and tenants of owners) of a fee interest or undivided fee interest in the Lots of Winchester Village.   The foregoing is not intended to include persons or entities who hold
any  interest  merely  as  security  for  the  performance  of  an obligation.  Each of said lots carry with it one(l) membership and thus the Owner of more than one Lot shall have as many memberships and votes as is equal to the number of Lots he owns as the term Lot is defined in the Declaration of Covenants, Conditions and Restrictions for the Plat of Winchester Village. Membership shall be appurtenant to and may not be separated from ownership of any Lot.   Ownership of such Lots shall be the sole qualification for membership, provided that future residents Of Winchester Village  may become members  of  the  Association agreement between said members and the majority of the Board of Directors of the Association. (see amendment attached. 5/2/88)
ARTICLE VII.
Voting Rights
When more than one person,  firm or corporation are record owners  of  a  Lot,  such  person,  firm  or  corporation  shall nevertheless have a total of one (1) vote for that Lot and they shall determine among themselves how that vote shall be cast.  All voting rights shall be in accordance with ARTICLE III. of the Declaration  of  Covenants,  Conditions  and  Restrictions  for Winchester Village.

ARTICLE VIII.
Assessment of Members - Liens

The Association from time to time,  as in the Bylaws and Declaration provided, shall assess the membership for the cost of inspecting,  maintaining,  preserving  and  reconstructing  or replacing  as  necessary,  the  sewage  disposal  systems  herein referred  to  and  for  the  cost  of  operating,  maintaining, preserving and reconstructing or replacing as necessary all other Common  Areas  and  related  facilities  as  defined  by  the Declaration.   Such assessments shall be collectable as provided in the Association Bylaws and the Declaration.  Assessment rates shall be set at a level which will provide ample funds for all sewage operation and maintenance costs and for  all  community  owned  facilities  maintenance  cost,  and  to maintain the reserve fund for capital improvement and emergency repair.  All  such assessments  relating  to  sewerage system operation shall be reviewable by  the  Kitsap  County Health Department.
          ARTICLE IX.
           Duration
The time of the existence of this corporation shall be perpetual.

ARTICLE X.
Capital Stock

This  corporation shall have no capital  stock and shares shall not be issued.  The interest of each member, however, may be evidenced by a membership certificate subject to the Bylaws of the Corporation.

ARTICLE XI.
Board of Directors

The affairs of the Association shall be managed by a Board of three (3) Directors. The number of directors may be changed by amendment  of  the  Bylaws  of the Association.    The names  and addresses of the persons who are to act in capacity of initial directors until the selection of their successors are:
1. Ken Wolcoski
17936 Woodinville-Snohomish Road Woodinville, Washington  98072.
 

2. Clifford Running
17936 Woodinville-Snohomish Road Woodinville, Washington  98072.
 

3. Gordon Morrison
17936 Woodinville-Snohomish Road Woodinville, Washington  98072.

The initial Board of Directors shall hold office until ten (10) years from the date hereof.  Thereupon a special meeting of the membership shall be held for the purpose of electing a Board of Directors to serve until the next annual meeting.   Notwithstanding the above paragraph the initial Board of Directors need not be members of the Association and any or all may resign prior to the time stated in this paragraph.   In the event of resigna-tion of the entire initial Board of Directors, a special meeting of the membership shall be held to elect directors to hold office until the next annual meeting. In the event of resignation of less than the entire Board the remaining director or directors shall appoint a director or directors to fill the vacancy or vacancies then occurring and such newly appointed director or directors shall hold office, the term of which shall be the same as  the  initial  directors.    Both  Directors  and  Officers  are entitled to reasonable compensation to be determined by the Board which is commensurate with services provided.

ARTICLE XII.
Transfer of Responsibilities

At such time that there is a municipal corporation willing and able to assume the responsibilities for the sewage disposal systems, then and in that event, the Association shall surrender and transfer to said municipal corporation all of the sewerage related obligations  of this Association,  and  all  interest  in sewage related facilities held by the Association.  At such time as a municipal corporation is able to provide off-site sewage disposal to Winchester Village,  then,  and  in that event,  all functions of this Association related to sewage disposal systems account of this Association shall be used for the purpose of connecting to such municipal corporation off-site sewage disposal system.   In the event for some reason the Association should cease to function and carry out its duties as provided in ARTICLE  IV. hereof, then, and in that event, all sewage system related responsibilities and related assets of this Association shall be transferred to any municipal corporation willing to accept the same, and in the event there is no municipal corporation able or willing to accept the same, the responsibilities and assets shall be  transferred  to  a  private  corporation  acceptable  to  the applicable regulatory agency or agencies existing under the laws of the State of Washington.

ARTICLE XIII.
Commencement of Functions

The Association shall commence assuming its responsibilities as provided in ARTICLE IV hereof on the date the Developer of Winchester  village  is  entitled  legally  to  transfer  those responsibilities to this Association.

ARTICLE XIV.
Amendment

Amendment of these Articles of Incorporation shall require the  consent  of  seventy-five  percent (75%)  of  the  entire membership.   The approval of the local Kitsap County Health Department Office shall also be required when an amendment hereto affects the sewerage related obligations of the Association or its members.

ARTICLE XV.
Dissolution

Upon  the  dissolution  of  the  Association,  the  Board  of
Directors shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all remaining assets of the Association through both distribution of funds on hand and sale of assets with distribution of proceeds to Members on an equitable basis.   The proportion of each Members'  last average monthly assessment for the previous twelve (12) months shall  constitute  an  equitable  basis  for  purposes  of  this paragraph.  provided, however, that the Association shall not be dissolved until a municipal corporation or private corporation acceptable to applicable regulatory agencies existing under the laws of the State of Washington has assumed full responsibilities for the sewage disposal system and all other Common Area and Facilities  within  Winchester  Village  as  defined  by  the Declaration.

ARTICLE XVI.
Incorporators

The  names  and  addresses  of  the  incorporators  of  the Association are as follows:
Ken Wolcoski
17935 Woodinville-Snohomish~~oad
Woodinville, Washington  98072.

Clifford Running
 17936 Woodinville-Snohomish Road
Woodinville, Washington  98072.

Gordon Morrison
17936 Woodinville-Snohoinish Road
Woodinville, Washington  98072.
 

IN  WITNESS  WHEREOF,  for  the  purpose  of  forming  this corporation under the laws of the State of Washington, we the undersigned  constituting the  incorporators  of the Association have executed there Articles of Incorporation this 22   day of January l988
 

   ------------/S/--------------
   Ken Wolcoski
 
   ------------/S/--------------
   Cliff    Running

   ------------/S/--------------
   Gordon Morrison

STATE OF WASHINGTON  )
                                                   )   ss.
COUNTY OF King                  )

On this day personally appeared before me KEN WOLCOSKI to me known to be the individual described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned.
GIVEN under my hand an official seal this 22 day of
January, 1988.

-----------/S/---------
NOTARY PUBLIC in and
             for the State of Washington,
residing in Woodinville
My Commission expires: 8-1-91



STATE OF WASHINGTON  )
                                                  )       ss.
COUNTY OF King                 )
On this day personally appeared before me CLIFFORD RUNNING to me known to be the individual described in and who executed the within and foregoing instrument,  and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned.
GIVEN under my hand an official seal this  22 day of __
January , 1988
 

         -----------/S/---------
NOTARY PUBLIC in and for the
State of Washington, residing
in Woodinville
My Commission expires: 8-1-91



STATE OF WASHINGTON   )
                                                   )     ss.
COUNTY OF King                 )
On this day personally appeared before me GORDON MORRISON to me known to be the individual described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned.
GIVEN under my hand an official seal this  22   day of
January 1988

       ------------/S/--------------
NOTARY PUBUIC in and for the
State of Washington,
residing ___in Woodinville
My Commission expires: 8-1-91

ARTICLES OF INCORPORATION - 9

  1988 1913 6913 0457



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