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HomeMy WebLinkAbout06. L_Articles_of_Incorporation_Canopy_Owners_Association_(signed)_230530_v1.pdfNONPROFIT ARTICLES OF INCORPORATION OF THE CANOPY OWNERS' ASSOCIATION The undersigned, acting as the incorporator of a nonprofit corporation under the provisions of RCW Chapter 24.03A, the Washington Nonprofit Corporation Act, as of this '30TA day of May 2023 does hereby adopt the following Articles of Incorporation: ARTICLE I Name The name of this corporation is the "Canopy Owners' Association" ARTICLE II Duration The period of its duration is perpetual. ARTICLE III Purpose Maintain, operate and administer the Properties in that community commonly known as Canopy situate in King County, Washington, for the benefit of persons occupying the Units located therein, pursuant to the authority delegated by the Declaration of Covenants, Conditions, Restrictions and Reservations recorded concerning the Properties ("Declaration"), RCW Chapter 24.03A, the Washington Uniform Common Interest Ownership Act and 26 USC 528. ARTICLES IV Powers The corporation shall have all powers granted by law necessary and proper to carry out the purposes stated above, including but not limited to the powers stated in the Declaration and consistent with its qualification under RCW Chapter and 24.03A, the Washington Uniform Common Interest Ownership Act and 26 USC 528. ARTICLES V Bylaws Provisions for the regulation of the internal affairs of the corporation shall be set forth in the bylaws of the corporation. ARTICLES VI Limitation on Powers In establishing this corporation, the incorporators intend to obtain the full benefit of tax exemptions to which the corporation may be entitled under the Internal Revenue Code ("the Code"). Accordingly, the corporation shall be managed in a manner consistent with the incorporator's intent. Without limiting the generality of the foregoing, the corporation shall: l . Distribute its income for each taxable year at such time and in such manner as not to subject the corporation to tax under the Code; 2. Not engage in any act of self -dealing as defined in the Code; 3. Not retain any excess business holdings as defined in the Code; 4. Not make any investments in such manner as to subject the corporation to tax under the Code; 5. Not make any taxable expenditures as defined in the Code; 6. Not devote more than an insubstantial part of its activities to attempting to influence legislation; and 7. Not directly or indirectly participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE VII Dissolution In the event of dissolution, the net assets of the corporation shall be distributed to the unit owners. ARTICLE VIII Registered Agent The address of the initial registered office of the Corporation is, 2692 H Street Road, Blaine WA 98230 and the name of its initial registered agent at that address is Law Office of A. Jeff Leghorn, PLLC. Law Office of A. Jeff Leghorn, PLLC hereby consents to serve as Registered Agent in the State of Washington for the above -named Corporation. Law Office of A. Jeff Leghorn, PLLC understands that it will be its responsibility to accept service ofprocess on behalf of the Corporation; to forward mail to the Corporation; and to immediately note the office of the Secretary of State if it resigns or changes the registered office address. A. JeffLeghorn, Mang er Signature of Agent Printed Name / Title Date: May 30, 2023 ARTICLE IX Board of Directors The Board shall be composed of at least three and no more than five Directors; provided, however, that the number of Directors may be increased or decreased from time -to- time by an amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director. Each Director shall hold office until the next annual Unit Owners meeting, and until his successor shall have been elected and qualified, unless he resigns or is removed. A majority of board members shall be Unit Owners. The names and addresses of the initial directors shall be: Name Christian Cermak Mechael Tudor Chris Floyd Address 20000 N Creek Parkway, Ste 201 Bothell, WA 98011 20000 N Creek Parkway, Ste 201 Bothell, WA 98011 20000 N Creek Parkway, Ste 201 Bothell, WA 98011 ARTICLE X Changes of Bylaws In furtherance of and not in limitation of the powers conferred by the laws of the State of Washington, the board of directors is expressly authorized to make, alter and repeal the bylaws of the corporation. ARTICLE XI Incorporator The name and address of the incorporator is: INCORPORATOR: Century Communities of Washington LLC By: Christian Cermak Washington Division President 20000 N Creek Parkway, Ste 201 Bothell, WA 98087