ARTICLES OF INCORPORATION
OF
SURFSIDE HOMEOWNERS ASSOCIATION
(Amended November 16, 2002)
KNOW ALL MEN BY THESE PRESENTS, that we, W. Boner Bailey, Barbara
P. Bailey, Arthur E. Bailey, Jr., Walter Enqvist, Jack DelGuzzi and
Gordon Bennett, each being over the age of twenty-one years, and being
desirous of forming a corporation under Title 24, Revised Code of
Washington, relating to non-profit corporations, do hereby associate
ourselves together for the purpose of forming a non-profit
corporation, and do make, subscribe, execute and adopt, in triplicate,
the following Articles of Incorporation, and certify as follows:
ARTICLE I NAME
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The name of the corporation shall be: Surfside Homeowners
Association
ARTICLE II PURPOSES
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The purposes for which this corporation is formed
and the powers it shall exercise are:
1. To purchase or otherwise acquire, construct,
improve, develop, repair, maintain, operate, care for and/or dispose
of parkways, playgrounds, open spaces and recreational areas, tennis
courts, beaches, boat landings, floats, piers, clubhouse, swimming
pools, and/or swimming areas, bath-houses, places of amusement, golf
courses, com-munity buildings, community clubhouses, and in general
community facilities appropriate for the use and benefit of its
members, and/or for the improvement and development of the property
hereinafter referred to.
2. To build, improve and maintain roadways,
culverts, bridges and drainage areas, canals and to provide for the
improving, cleaning and sprinkling of streets, and for collection and
disposal of the street sweepings, garbage, ashes, rubbish and the
like; to prevent and suppress fires, to provide police protection, and
to make and collect charges to cover the costs and expenses therefore.
3. To improve, light and/or maintain streets, roads,
alleys, courts, walks, gateways, fences and ornamental features now
existing or hereafter to be erected or created, and shelters, comfort
stations, and/or buildings and improvements ordinarily appurtenant to
any of the foregoing; to improve, plant and maintain grass plots and
other areas, trees and plantings within the lines of the streets
immediately adjoining or within the property hereinafter described or
referred to.
4. To care for any lots and plots in said property,
to kill, destroy, and/or remove from any of said lots and plots grass,
weeds, rodents, predatory animals and any unsightly or obnoxious
things: and to take any action with reference to such lots and plots
as may be necessary or desirable in the opinion of the board of
trustees of said corporation, to keep the property clean and in good
order; to make and collect charges therefore.
5. So far as it can legally do so, grant franchises,
rights of way and easements for public utilities or other purposes
upon, over and/or under any of said property.
6. To acquire by gift, purchase, lease or otherwise,
and to own, hold, enjoy, operate, maintain, and to convey, sell,
lease, transfer, mortgage and otherwise encumber, dedicate for public
use and/or otherwise dispose of, real and/or personal property
wherever situate.
7. To keep records of building permits and/or other
approvals or disapprovals made or issued by said corporation; to keep
books and records showing all charges, levies and assessments made; to
furnish certified copies of any record which the board of trustees may
authorize to be furnished; to issue certificates of completion and
compliance covering respective parcels of property upon which
buildings, structures and/or other improvements have been erected or
made, all as provided in the restrictions, conditions and covenants
affecting said property or portions thereof; and to make and collect
charges covering the cost and expense of its acts and operations.
8. To enforce liens, charges, restrictions,
conditions and covenants existing upon and/or created for the benefit
of parcels of real property over which said corporation has
jurisdiction and to which said parcels may be subject to the extent
that said corporation has the legal right to enforce the same, and to
pay all expenses incidental thereto.
9. To pay the taxes and assessments which may be
levied by any public authority upon any of the said property now or
hereafter used or set apart for golf courses, parks, parkways,
playgrounds, open areas, tennis courts, beaches, boat landings,
community clubhouses, community club buildings, places of amusement
and/or recreation areas, or upon such other recreation spaces wherever
situate, as may be maintained for the general benefit and use of the
owners of lots in said property; to pay taxes and assessments levied
by any public authority upon improvements upon any of said property or
areas so used or set apart or maintained, and whether taxed or
assessed as a part of said property or area or separately; and to pay
taxes and assessments levied by any public authority upon any property
which may be held in trust for said corporation.
10. To exercise such powers of control,
interpretation, construction, consent, decision, determination,
modification, amendment, cancellation, annulment and/or enforcement of
covenants, reservations, restrictions, liens and charges imposed upon
said property, and as may be vested in, delegated to, or assigned to
said corporation, and such duties with respect thereto as may be
assigned to and assumed by said corporation.
11. To approve and/or disapprove, as provided by
restrictions, conditions and covenants affecting said property, plans
and specifications for and/or location of fences, walls, poles,
buildings and/or structures to be erected or maintained upon said
property or any portion thereof; to approve or disapprove the kind,
shape, height, and materials for same and/or the plan indicating the
location thereof of their respective building sites and such grading
plans as may be required, and to issue permits for the same; to pay
any and all expenses and charges in connection with the performance of
any said powers or the carrying out of any said purposes; to supervise
construction of any buildings or structures to the extent deemed
necessary by the board of trustees and to establish rules thereof.
12. To regulate and/or prohibit the erection,
posting, pasting or displaying upon any of said property, billboards,
and/or signs of all kinds and character, and to remove and/or destroy
any such billboards or signs erected or maintained upon said property
without the authority of said corporation as provided in such
restrictions, conditions and covenants, as may affect said property or
any portion thereof.
13. To appropriate, purchase, divert, acquire and
store water from streams, water courses, wells or any other source,
and to distribute the water so appropriated and acquired to its
members for use upon lands of said members and for domestic purposes;
to acquire, own, construct, hold, possess, use and maintain such
pumping plants, tanks, pipe lines, reservoirs, ditches, buildings,
roads, trails and appliances, and such other property, including water
rights and shares of stock in other corporations as said corporation
from time to time may desire to acquire or purchase for furnishing and
supplying water to its members; provided that this corporation shall
not use or dispose of such water as a public utility, but solely for
the use and benefit of its members and for the irrigation of lands and
domestic and other useful and beneficial purposes.
14. To fix, establish, levy and collect annually or
periodically such charges and/or assessments as may be necessary, in
the judgment of the board of trustees to carry out any or all of the
purposes for which this corporation is formed, but not in excess of
the maximum which may from time to time be fixed by the By-Laws.
15. To expend the moneys collected by said
corporation from assessments and charges and other sums received for
the payment and discharge of costs, expenses and obligations incurred
by said corporation in carrying out any or all the purposes for which
said corporation is formed.
16. Generally, to do any and all lawful things which
may be advisable, proper, authorized and/or permitted to be done by
said corporation under or by virtue of any restrictions, conditions,
and/or covenants or laws affecting said property or any portion
thereof (including areas now or hereafter dedicated to public use);
and to do and perform any and all acts which may be either necessary
for, or incidental to, the exercise of any of the foregoing powers or
for the peace, health, comfort, safety and/or general welfare of
owners of said property, or portions thereof, or residents thereon.
17. To borrow money and mortgage, pledge or
hypothecate any or all of the real or personal property of said
corporation as security for money borrowed or debts incurred; and to
do any and all things that a corporation organized under said laws of
the State of Washington may lawfully do when operating for the benefit
of its members or the property of its members, and without profit to
said corporation.
18. Generally, to do and perform any and all acts
which may be either necessary or proper for or incidental to the
exercise of any of the foregoing powers and such powers granted by the
provisions of Title 24, Revised Code of Washington and other laws of
the State of Washington relating to non-profit corporations.
19. Nothing contained in these Articles of
Incorporation shall be construed as authorizing or permitting said
corporation to own, manage or operate any real or personal property
for profit. It is the intention and purpose that the business of said
corporation shall not be carried on for profit either to itself or for
the benefit of its members, and wherever it is authorized to collect
charges or assessments it shall have no power or authority to use said
charges or assessments except as necessary to cover the actual cost or
expense of the act, duty, power or transaction performed.
20. To have one or more offices at such place or
places, either within or without the State of Washington as the board
of trustees may from time to time determine or the business of the
corporation require.
Any or all of the foregoing purposes and powers are
to be exercised and carried into effect for the purpose of doing,
serving and applying the things above set forth for the benefit of all
property, including, but without in any way limiting the foregoing,
any portion or portions of certain real property situate in Pacific
County, Washington, described as follows:
Government Lots 1, 2 and 4, and the North one-fourth
of Lot 3 (also described as Tax Lot 30), all in Section 8; and all of
Section 5, except the North one-half of Government Lot 2, all in
Township 12 North, Range 11 West of the Willamette Meridian, together
with all abutting accreted lands; and
Fractional Section 17, Township 12 North, Range 11
West of the Willamette Meridian, consisting of Government Lots 1, 2, 3
and 4; and the Southwest Quarter of the Northwest Quarter of Section
16, Township 12 North, Range 11 West of the Willamette Meridian,
together with all abutting accreted lands;
Subject to the right, title and interest of the
State of Washington in and to any lands lying westerly of the line of
ordinary high tide as the same existed at the time of the adoption of
the Constitution of the State of Washington in 1889, and Subject to
the timber rights of Surfside Properties, Inc., in the said Southwest
Quarter of the Northwest Quarter of said Section 16.
Which is, or shall become, so subject to the
jurisdiction of said corporation.
ARTICLE III MUTUAL
ASSOCIATION
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This corporation shall at all times hereafter be a
joint and mutual association of the above named incorporators, and
such other persons as may hereafter be admitted to membership in
accordance with the By-Laws of the corporation. Membership and
certificates evidencing the same shall be inseparably appurtenant to
tracts in the real estate described in paragraph 20 of Article II
hereof, owned by the members; and upon transfer of ownership or
contract for sale of any such tract, membership and certificate of
membership shall ipso facto be deemed to be transferred to the grantee
or contract purchaser. No membership or certificate of membership may
be transferred, assigned or conveyed in any manner other than in the
manner herein set forth. In the event of the death of a member, the
membership or certificate of membership of such deceased member shall
be and become the property of the personal representative of such
deceased member upon appointment and qualification as such in a
judicial proceeding and such personal representatives shall have all
of the rights, privileges and liabilities of such member until title
shall be transferred or contracted to be transferred. The property in
possession of this corporation shall be managed by the board of
trustees hereinafter mentioned and only alienated and disposed of in
accordance with the By-Laws of the corporation. The interest of each
incorporator or member shall be equal to that of any other and no
incorporator or member can acquire any interest which will entitle him
to any greater voice, vote, authority or interest in the corporation
than any other member.
ARTICLE IV NUMBER OF TRUSTEES
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The number of trustees of this corporation shall not be less than
three (3) nor more than nine (9). The names of the trustees who shall
manage the affairs of the Corporation until their successors are
elected by the members and duly qualified are: Ernest Ostrom, George
Jack, Collin Brigham, Hewitt Harrison, Fred Kinderman, Clayton Balch,
Walter Ludlow, Clarence Vance, Kenneth Weaver.
ARTICLE V TERM OF
EXISTENCE
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The time of existence of this
corporation shall be perpetual.
ARTICLE VI REGISTERED
OFFICE
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The registered office of this
corporation is located at:
31310 "H" Street, Ocean Park,
Washington 98640.
ARTICLE VII ARTICLES GOVERN
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The qualification of the members of said
corporation, the property, voting and other rights and privileges, and
the liabilities to charges and assessments of the members, shall be as
set forth in these Articles of Incorporation and in the By-Laws of the
Corporation; PROVIDED HOWEVER, that in the event of any inconsistency
between these Articles of Incorporation and the By-Laws of the
corporation, these Articles of Incorporation shall govern.
ARTICLE
VIII Commercial & Multiple Dwelling Properties
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The following rules and restrictions shall apply
to any existing or future commercial properties and/or multiple
dwelling units (residential or commercial) within Surfside Estates
and other areas which are governed by the corporation:
1. A "commercial property" as used herein
shall include all properties upon which a business is conducted and
shall include but not be limited to condominiums and multiple
dwellings which are rented or leased within Division V and VI of
Surfside Estates.
2. "Platted parcel" means the unit of land
(tract, lot or otherwise) designed in the original plat.
3. Commercial Properties:
a. Each platted parcel of land shall have one
membership and one vote in the Homeowners Association.
b. Each platted parcel shall pay the same hook-up
charge for the deliverance of water and the same dues and
assessments as are assessed an owner of any other platted parcel
that does not contain a business enterprise.
c. A written contract shall be negotiated and
entered into between all business enterprises and Surfside
Homeowners Association for community services and utilities prior to
services being rendered. Pre-existing businesses shall negotiate and
enter into such a contract a reasonable time after the effective
date of this article.
d. All water furnished to business enterprises
shall be metered and costs collected according to said contract as
referred to in 3c above.
4. Multiple Dwelling/Condominiums (residential):
a. Each living unit shall be entitled to one
membership and one vote in the Homeowners Association regardless of
the number of owners or lessees of each specific unit.
b. Each living unit within a platted parcel shall
pay the same developmental and hook-up charges for the deliverance
of water and the same dues and assessments as are assessed a single
owner of a platted parcel that does not contain a condominium or
multiple dwelling.
ARTICLE IX Potential for
Amendments
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Notwithstanding any provision in the Bylaws of the
corporation, the Bylaws of the corporation may be amended at any
regular or special meeting of the corporation, after required notice
has been given, by a majority vote of the members present at the
meeting or represented at the meeting by proxy.
ARTICLE X
Proxies
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- At each meeting of the corporation at which any
matter will be put to the members for a vote, the Secretary of the
corporation shall include, with the meeting notice, a proxy form
by which each member can direct how the member’s votes will be
cast on matters that will come to the members for a vote at the
meeting.
- Each proxy must be signed by the member and
received by the corporation before the vote at which the proxy is
to be used.
- A member who submits to the corporation a
properly executed proxy for a meeting shall be deemed present at
that meeting for all purposes.
- The holder of a proxy which directs how the proxy
is to be voted must cast the votes as specified in the proxy, and
the corporation shall disregard any attempt to vote the proxy in
any other matter.
ARTICLE XI
Quarums
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Notwithstanding any provision in the Bylaws of the
corporation, at all annual and special meeting of the corporation, ten
per cent (10%) of all of the members of the corporation present at the
meeting or represented at the meeting by proxy shall constitute a
quorum.
SIGNATURES
IN WITNESS WHEREOF, we, the undersigned, the
incorporators of this corporation, have executed these articles of
incorporation in triplicate originals this 28th day of October, 1965.
Arthur E. Bailey, Jr.
William Boner Bailey
J. Del Guzzi
Walter Enqvist
Gordon Bennett
Barbara P. Bailey
STATE OF WASHINGTON } COUNTY OF KING } ss:
THIS IS TO CERTIFY that on the 28th day of October, 1965, before
me, undersigned, a Notary Public in and for the State of Washington,
duly commissioned and sworn, personally appeared W. Boner Bailey,
Barbara P. Bailey, Arthur E. Bailey, Jr., Walter Enqvist, Jack Del
Guzzi and Gordon Bennett, to me known to be the individuals described
in and who executed the within and foregoing instrument and
acknowledged to me that they signed and sealed the same as their free
and voluntary act and deed, for the uses and purposes therein
mentioned.
WITNESS my hand and official seal the day and year in this
certificate first above written.
Edward Hilpert, Jr. Notary Public in and for the State of
Washington, residing at Seattle.
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