If you open the pdf download, scroll to the end. The Articles of Incorporation are after the ByLaws.

ARTICLES OF INCORPORATION OF THE LOOMIS TRAIL HOMEOWNERS ASSOCIATION

The undersigned hereby executes the following Articles of Incorporation for the purpose of forming a corporation under the Washington Nonprofit Miscellaneous and Mutual Corporation Act (Revised Code of Washington, Chapter 24.06).

ARTICLE I – Name

The name of this Corporation is The Loomis Trail Homeowners Association (the “Corporation”).

Article II – Period of Duration

This Corporation shall have a period of duration that is perpetual.

ARTICLE III – Purpose and Powers

1 . Purpose.

This Corporation is organized to manage and self-govern a real property- subdivision known as “The Greens at Loomis Trail”, in Blaine, Washington, pursuant to the terms and conditions of that certain DECLARATION OF COVENANTS, CONDITIONS RESTRICTIONS AND RESERVATIONS FOR THE GREEENS AT LOOMIS TRAIL PHASE I recorded in the office of the Auditor for Whatcom County, Washington (“the Covenants”); and to engage in any other lawful business for which corporations may be formed under the Washington Nonprofit Miscellaneous and Mutual Corporation Act, RCW 24.06, not inconsistent with the Covenants.

2. Powers.

Except to the extent expressly prohibited by the Covenants, this Corporation shall have all powers granted to homeowners associations pursuant to the Homeowners’ Association Act, RCW 64.38.

ARTICLE IV – Membership and Voting

This Corporation shall have Members of a single class. The relative rights and responsibilities of each Member shall be as follows:

1 . Qualification.

Each fee Owner (including Declarant), or real estate contract vendee of a Lot in the Subdivision, shall be a Member of the Association Ownership of a Lot shall be the sole qualification for membership in the Association, and the membership of the Association at all times shall consist exclusively of all the Lot Owners.

2. Transfer of Membership.

The Association membership of each Lot Owner (including Declarant) shall be appurtenant to the Lot giving rise to such membership, and shall not be assigned, transferred, pledged, hypothecated, conveyed or alienated in any way except upon the transfer of title to said Lot and then only to the transferee of title to such Lot. Any attempt to make a prohibited transfer shall be void. Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association appurtenant thereto to the new Owner thereof.

3. Voting.

Each Member shall be entitled to one vote for each Lot owned by such Member on each matter submitted to a vote of the Members. A Member may vote in person or by mail or by proxy executed in writing by the Member or by his duly authorized attorney-in-fact; PROVIDED, that no proxy shall be valid for more than eleven months from the date of its execution unless otherwise specified in the proxy. Whenever proposals or directors or officers are to be voted upon, such vote may be taken by mail, if the name of each candidate and the text of each proposal to be so voted upon are set forth in a writing accompanying or contained in the notice of the meeting. Persons voting by mail shall be deemed present for all purposes.

ARTICLE V – Notice of Members’ Meetings

Except as hereinafter provided, notice of any meeting of the Members of the Association shall be given not less than fourteen (14) nor more than sixty (60) days in advance of the meeting. Notice of regularly scheduled Members’ meetings (other than the annual meeting) may be given by providing each Member with the adopted schedule of regular meetings for the ensuing year at any time after the annual meeting and ten (10) days prior to a regular meeting. Special meetings of the Members maybe called at any time for the purpose of considering matters which by the terms of the Homeowners’ Associations Act or the Covenants require the approval of all or some of the Members, or for any other reasonable purpose. Such meetings shall be called by written notice by the Secretary upon the decision of the President, or after request signed by a majority of the Board, or by written request by the Members having at least 10% of the total votes.

ARTICLE VI – No Capital Stock   

This Corporation shall not be authorized to issue capital stock of any kind.

ARTICLE VII – Board Of Directors   

1. Initial Directors.

The initial Board of Directors of this Corporation consists of two (2) directors, who shall serve until the election and qualification of their successors. The names and addresses of such directors are as follows:

Jonathan Syre; Trillium Corporation; 4350 Cordata Parkway; Bellingham, WA 98336

Robert Janicki; JAPEG, LLC; 103 N. Township Street; Sedro-Woolley, WA 98284

2. Number of Directors.

The number of directors constituting the Board of Directors of this Corporation may be increased or decreased from time to time in the manner specified in the Bylaws of this Corporation.

3. Power and Authority; Limitations.

Except as may be provided in the Covenants, the Board of Directors shall act in all instances on behalf of the Corporation. The Board of Directors shall not, however, act on behalf of the Corporation to take any action that requires the vote or approval of the Members, or to terminate the association, to elect members of the Board of Directors, or to determine the qualifications, powers, duties, or terms of office of members of the Board of Directors; but the Board of Directors may fill vacancies in its membership for the unexpired portion of any term.

4. Removal.

Any Director may be removed with or without cause by a majority vote of the voting power present, in person or by proxy, and entitled to vote at any meeting of the Members of the Corporation at which a quorum is present.

ARTICLE VII – Director Liability – Duty of Care

Provisions addressing the duty of care owed by a Director, and the liability of a Director to the Corporation or its Members, shall be prescribed in the Bylaws.

ARTICLE IX -Indemnification

The Corporation shall indemnify its Directors against all liability, damage, or expense resulting from the fact that such person is or was a Director. Provisions for indemnification shall be prescribed in the Bylaws.

ARTICLE X – Distributions of Surplus Funds

If and whenever the Board of Directors determines that the Corporation has accumulated more funds than are necessary to accommodate the Corporation’s current and anticipated needs, including the funding of reserves to meet contingencies, the Corporation may distribute all or any portion of such excess, as determined by the Board of Directors, equally to all Members or in such other proportions as may be authorized by the Covenants, subject to set-off for any amounts owed by any Member(s) to the Corporation.

ARTICLE XI – Distributions upon Dissolution

Upon dissolution or final winding up of this Corporation under the laws of the State of Washington, all of its assets remaining after payment of creditors will be distributed, or sold and the sales proceeds distributed, to the Members of this Corporation equally, subject to set-off for any amounts owed by any Member(s) to the Corporation.

ARTICLE XII -Limitation on Dissenter’s Rights

If, as permitted under applicable law, any Member of this Corporation dissents from (a) any plan of merger or consolidation to which this Corporation is a party; (b) any sale or exchange of all (or substantially all) of the property and assets of this Corporation not made jn the usual and regular course of its business (including a sale in dissolution); (c) any amendment to the Articles of Incorporation which changes voting or property rights of

Members other than by changing the number of memberships; or (d) any amendment to these Articles of Incorporation which reorganizes the Corporation under the provisions of RCW 24.06, then such Member’s rights shall be governed by that statute, but there shall be no limitation to a return of less than the fair value of his shares or membership.

ARTICLE Xlll Amendment

This Corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by statute if not inconsistent with provisions of the Homeowners’ Association Act, the Covenants, the land use ordinance of or any development plan approved by any governmental entity of appropriate jurisdiction. Any lawful amendment to the Covenants adopted hereafter shall be deemed to have amended these Articles of Incorporation to the extent necessary to effectuate the intent and purpose of such amendment to the Covenants, without the necessity of formally amending these Articles. All rights of Members of the Corporation and all powers of directors of the Corporation are granted subject to this reservation.

ARTICLE XIV – Incorporator

The name and address of the incorporator of this Corporation is as follows:

Kim McDougall; 4350 Cordata Parkway; Bellingham, WA 98226

ARTICLE XV – Registered Office and Agent

1 . Registered Office.

The street address of this Corporation’s initial registered office is 4350 Cordata Parkway, Bellingham, WA 98226.

2. Registered Agent.

Jonathan Syre is the Corporation’s initial registered agent at such office.

DATED this __________ day of February, 2004.

Kim McDougall

Incorporator

CONSENT TO APPOINTMENT AS REGISTERED AGENT

l, JONATHAN SYRE, hereby consent to serve as registered agent, in the State of Washington, for the following Corporation: THE LOOMIS TRAIL HOMEOWNERS ASSOCIATION. I understand that as agent for the Corporation, it will be my responsibility to accept service of process in the name of the Corporation; to forward all mail and license renewals to the appropriate officer(s) of the Corporation; and to immediately notify the Office of the Secretary of State of my resignation or of any changes in the address of the registered office of the Corporation for which I am agent.

DATED this __________  day of February, 2004.

JONATHAN SYRE

4350 Cordata Parkway Bellingham, WA 98226