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HomeMy WebLinkAbout20000406000764 20000406000764 CITY OF RENTON N 16.00 PAGE 001 OF 009 • • l KING6COUNTY, WA3 Return Address: City Clerk's Office City of Renton 1055 S. Grady Way Renton WA 98055 Please print or type information Document Title(s): Articles of Incorporation of Monterey Heights Homeowner Association LCD Reference Number(s) of Documents assigned or released:. [on page of document(s)] 0 (o Grantor(s) (Last name first,then first name and initials): -d' 1.Gregory Development Company,_io.,. 0 2. cm 3. CD 4. ❑ Additional names on page of document Grantee(s)(Last name first,then first name and initials): 1. N/A 2. 3. 4. ❑ Additional names on page of document Legal Description (abbreviated: i.e. lot,block,plat or section,township,range): Parcel A: North 266.32 ft of the East 142.30 ft of Tract 267, CD Hillmans Lake WA Garden of Eden Addition to Seattle, Div. No. 4, according to Plat recorded in Vol. 11 of Plats, page 82: Parcel B: North 266.32 feet of Tract 267, CD Hillmans Lake WA Garden of Eden addition to Seattle Div. No. 4, according to Plat in Vol. 11, page 82. Also, North 13.69 feet of the West ti , 98.96 ft of Lot 1 of City of Renton LLA recorded under No. 9702129004'. • Et Additional legal is on page 8 of document Assessor's Property Tax Parcel/Account Number: • 334390252206. and 334390252404 • • ❑ Additional legal is on page of document The Auditor/Recorder will rely on the information provided on the form. The staff will not read the document to verify the accuracy or completeness of the indexing information provided herein. • ARTICLES OF INCORPORATION OF MONTEREY HEIGHTS HOMEOWNER ASSOCIATION The undersigned, in order to form a nonprofit corporation under Chapter 24.03 of the Revised Code of Washington,hereby executes the following Articles of Incorporation: ARTICLE I a Name 0 The name of the corporation is Monterey Heights Homeowner Association(the "Association"). ARTICLE II Duration The duration of the corporation shall be perpetual. ARTICLE III Registered Office and Agent The initial registered office of the corporation is 9311 S.E. 36th St., #208,Mercer Island, WA 98040 and the initial registered agent at such address is Gregory L. Steinhauer. ARTICLE IV Purposes, Limitations and Powers Section 1. Purposes. This Association does not contemplate pecuniary gain or profit to the Members thereof and the specific purposes for which it is formed are to provide for preservation and maintenance of certain storm drainage facilities ("Facilities") located adjacent to and within the right-of-way (extension of Monterey Ave.N.E.) dedicated by Plat of Monterey Heights, a subdivision in the City of Renton,King County, Washington. Capitalized terms used but not defined herein shall have the meanings given such terms in that certain Declaration of Covenants, Conditions, Restrictions and easements for Monterey Heights recorded in the office of the King County Recorder, as the same may be amended(the "Declaration"). Section 2. Limitations. The corporation shall have no capital stock, and no part of its net earnings shall inure to the benefit of any director, officer, or Member of the corporation, or of any private individual. Section 3. Powers. In general, and subject to such limitations and conditions as are or may be prescribed by law, or in the corporation's Articles of Incorporation or Bylaws, or in the Declaration described above,the corporation shall: (a) Exercise all of the powers and perform all of the duties and obligations of the Association as set forth in the Declaration; «a> (b) Fix, levy, collect and enforce all assessments and other charges pursuant to o. the Declaration;pay all expenses in connection with the assessments and other business of the a (az), Association; (c) Dedicate, sell or transfer all or any part of the Facilities, as defined in the ='' Declaration,to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the Members and such agency, authority or utility. No such dedication or transfer shall be effective unless approved by at least fifty-one percent(51%) of the total membership; and (d) Have and exercise any and all powers, rights,privileges and be subject to such limitations which a corporation organized under the nonprofit corporation law of the State of Washington may now or hereafter have, exercise or be limited. ARTICLE V Membership Section 1. Members. Each Owner of a Lot shall be a Member of the Association, as provided in Section 8.1 of the Declaration. Persons or entities who hold an interest merely as security for the performance of an obligation shall not be Members. Membership in the Association is appurtenant automatically to, and shall not be separated from the ownership (pursuant to a deed or as purchaser under a real estate or land contract) of each Lot. Section 2. Termination of Membership. An Owner's membership in the corporation shall terminate upon the sale,transfer or conveyance of an Owner's Lot or interest in a Lot. Such termination of membership shall be automatic and shall be effective without notice to the Member. ARTICLE VI Voting Rights • During the Development Period,Declarant or Successor Declarant, shall exercise all voting rights. After expiration of the Development Period, each Owner shall have one (1)vote • for each Lot owned, whether improved or not,but only those Owners of record title, including contract purchasers, shall be entitled to vote. The right to vote may not be severed or separated from any Lot. Corporations,partnerships, or associations shall be entitled to one designated representative who shall cast their votes and act for them in all Association matters. Where the required quorum is present, all by majority vote of those Members present in person or by proxy and entitled to vote,unless a greater number of votes is otherwise required in these Articles,the , Bylaws or the Declaration. ' ARTICLE VII 0 Limitation of Directors' Liability A director shall have no liability to the corporation or its members for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by the director, or for any transaction from which the director will personally receive a benefit in money,property or services to which the director is not legally entitled. If the Washington Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification. ARTICLE VIII Indemnification of Directors and Officers Section 1. Right to Indemnification. Each person who was, or is threatened to be made a party to or is otherwise involved(including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation or, while a director or officer, he or she is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation or of a partnership,joint venture,trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director,trustee, officer, employee or agent or in any other capacity while serving as a director,trustee, officer, employee or agent, shall be indemnified and held harmless by the corporation,to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director,trustee, officer, employee or agent and`shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Article with respect to proceedings seeking solely to enforce rights to indemnification, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding(or part thereof) • initiated by such person only if such proceeding(or part thereof)was authorized by the board of directors of the corporation. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition;provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 1 or otherwise. Section 2. Right of Claimant to Bring Suit. If a claim for which indemnification is required under Section 1 of this Article is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for CD expenses incurred in defending a proceeding in advance of its final disposition, in which case the =3 applicable period shall by twenty (20) days,the claimant may at any time thereafter bring suit c against the corporation to recover the unpaid amount of the claim and,to the extent successful in Q. whole or in part,the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim(and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of the corporation(including its board of directors, independent legal counsel or its members, if any)to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the corporation(including its board of directors, independent legal counsel or its members, if any)that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled. Section 3. Nonexclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute,provision of the Articles of Incorporation, Bylaws, agreement, vote of members, if any, or disinterested directors or otherwise. Section 4. Insurance, Contracts and Funding. The corporation may maintain insurance at its expense,to protect itself and any director, trustee, officer, employee or agent of the corporation or another corporation,partnership,joint venture,trust or other enterprise against any expense, liability or loss,whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act, as applied to nonprofit corporations. The corporation may, without further membership action, enter into contracts with any director or officer of the corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit)to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article. • Section 5. Indemnification of Employees and Agents of the Corporation. The corporation may,by action of its board of directors from time to time,provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act, as applied to nonprofit corporations, or otherwise. ARTICLE IX Directors © Section 1. Board of Directors. The management of the corporation will be vested in a board of no less than three (3) directors, except that during the Development Period, CD management may be vested in a board of one or more directors. The number, qualifications, terms of office,manner of election,time and place of meeting, and powers and duties of directors shall be prescribed by the Bylaws of the corporation. Section 2. Names and Addresses of Directors. The name and address of the director who will manage the affairs of the corporation during the Development Period and until the first annual meeting of the membership as provided in the Bylaws or until his successor(s) is/are elected and qualified, is: Name Address Gregory L. Steinhauer 9311 SE 36th St., #208 Mercer Island, WA 98040 ARTICLE X Dissolution The Association may be dissolved with the assent given in writing and signed by not less than sixty-seven percent(67%) of the total membership votes entitled to be cast and the written assent of the City of Renton. Upon dissolution of the Association, other than incident to a merger or consolidation,the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association,trust or other organization to be devoted to such similar purposes. No director, officer, Member of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation, or upon the winding up of its affairs. ARTICLE XI Amendment of Articles and Bylaws • The authority to make, amend or repeal these Articles or the Bylaws is vested in the Members, and may be exercised at any regular or special meeting of the Members upon the affirmative vote of at least sixty-seven percent(67%) of the total Membership vote entitled to be cast. ARTICLE XII Conflict 0 In the case of any conflict between the various documents governing the Association, the documents shall control in the following order of priority: (1) Articles of Incorporation; (2) Declaration and(3) Bylaws. IN WITNESS WHEREOF, I have hereunto set my hand this '3 dayAof Aha-c., , 2000. re y Steinhauer 931 SE 36th St., #208 Me cer Island, WA 98040 • CONSENT TO SERVE AS REGISTERED AGENT a Gregory L. Steinhauer hereby consents to serve as Registered Agent, in the State of tin, Washington for the following corporation,Monterey Heights Homeowner Association. He understands that as agent for said corporation he will be responsible to receive service of process in the name of said corporation;to forward all mail to said corporation; and to immediately notify the office of the Secretary of State in the event of his resignation, or of any changes in the registered office address of Monterey Heights Homeowner Association. DATED this --day of , 2000. 2 � _ ory L. Steinhauer SE 36th St., #208 Mercer Island, WA 98040 • EXHIBIT A Legal Description of Property e PARCEL A: The North 266.32 feet of the East 142.30 feet of Tract 267, C.D. Hillmans' Lake Washington Garden of Eden Addition to Seattle, Division No. 4, according to the Plat thereof recorded in Volume 11 of Plats,page 82, in King County, Washington; Except the North 20.00 feet lying West of the East 102.30 feet thereof conveyed to the City of a Renton for road purposes under King County RecordingNo. 6660996; (Also known as Lot 2, City of Renton Lot Line Adjustment No. LUA-97-003,recorded under King County Recording No. 9702129004, being a portion of Lots 1 and 2 of City of Renton Short Plat No. SHPL-077-89,recorded under King County Recording No. 9007279001). PARCEL B: The North 266.32 feet of Tract 267, C.D. Hillman's Lake Washington Garden of Eden addition to Seattle, Division No. 4, according to the Plat thereof recorded in Volume 11.of Plats,page 82, in King County Washington; Except the East 142.30 feet thereof; Except the North 20.00 feet lying West of the East 102.30 feet thereof conveyed to the City of Renton for road purposes under King County Recording,No. 6660996; And The North 13.69 Feet of the West 98.96 feet of Lot 1 of City of Renton Lot Line Adjustment No LUA-97-003, recorded under King County recording No 9702129004. Also Known as Lot 3 of City of Renton Lot Line Adjustment No. LUA-99-046, Recorded under King County Recording No. 9904219003, being a portion of Lots 1 and 3 City of Renton Short Plat No. SHLP-077-89, Recorded under King County Recording No. 9007279001.