Loading...
HomeMy WebLinkAbout20021009002756 • WHEN RECORDED RETURN TO: 2002100900276 NAME: City Clerk, City of Renton CITY OF RENTON MISC 25.00 ADDRESS: 1055 S. GradyWayPAGE 001 OF 007 I <'''10/09/2002 15:24 CITY,STATE,ZIP Renton, WA 98055 KING COUNTY, WA ®Chicago Title Insurance Company _ 701 5th Avenue - Suite1700- Seattle, Washington 98104 DOCUMENT i—LESof TITLE(s)IP COR'c 4i (onJ Siffi/141 CoM (4n)11-Y off}-A/lZ-4lr'N .�J 2. f.D 3. cn 4. REFERENCE NUMBER(s) OF DOCUMENTS ASSIGNED OR RELEASED: JV //� 0 Additional numbers on page of document `rt GRANTOR(s)• 1- COMIOE& +t0M6S COM Pi/4 2. 3. Dadditional names on page of document GRANTEE(s):CoMMuNI"�Y oahit- ) 2.6It 0/0 1. S 1�1N 2. 3_ Dadditional names on page of document LEGAL DESCRIPTION 6'f 340(4-kms rL Lot-Unit:.. Block: 5� $ Volume: i ,.t Page: Section: t E 0/t%) 4 ISTownship: �3 NI Range: 5 l= Plat Name: Qi_ACIt 1 C T2 TS Dadditional legal description is on page of document ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBER(s): 0S4410 — 0oZ5- / 0042, oo¢,S 005o, 0054, 00SS Dadditional legal description is on page of document The 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 FILSO OF SECRETARY OF STATE SIENNA COMMUNITY ORGANIZATION MAY 6 ZOOZ STATE OF WASHINGTON • The undersigned incorporator of a corporation under the provisions of the Washington Non-Profit Corporation Act (Revised Code of Washington 24.03), adopts the following articles of incorporation: Article I. The name of the corporation shall be Sienna Community Organization. Article II. The period of duration-of the corporation shall be perpetual. • Article III. The purposes for which this corporation is organized are to provide for the maintenance and preservation of the common areas of the residential subdivision in the City of Renton, Washington, known as Sienna ("Sienna") and to promote the welfare and interests of the ca •residents of Sienna as defined by the Declaration Of Covenants,Conditions And Restrictions For LT' • Sienna as recorded in King County, Washington by administering and enforcing the protective covenants governing the use of the property in the development, approving plans for improvements of lots in the development in accordance with the protective covenants, engaging in civic improvements and development activities, acquiring, owning, improving, managing, repairing; maintaining and operating real and personal property for the benefit of its members, '=1 and to do such things as may be necessary and convenient to accomplish all such purposes. . Article IV. Internal Regulations Section 1. Lots. As used in these Articles, Lot or Lots shall refer to Lots which are described in the Declaration Of Covenants,Conditions And Restrictions For Sienna as recorded in King County. Section 2. Memberships. There shall be a maximum of one membership in this corporation for each Lot and no more memberships. Membership in this corporation shall be appurtenant to and not severable from such fee ownership or vendee's interest and shall transfer and terminate with transfers and termination of such interests without further action on the part of this corporation or its several members. Membership shall stand in the name or names of the persons who from time to time are record fee title owners of lots which are not subject to a recorded contract for purchase and sale and who from time to time are the holders of the vendee's interest under a recorded contract for purchase and sale of Lots. The holders of the memberships shall be members of this corporation. Sienna Community Org.Articles 4-25-02 Section 3. Assessments. Each membership shall be subject to assessment in an amount determined by the directors for administrative costs of the corporation and for maintaining, repairing, improving, reconstructing, replacing, and regulating any property which the corporation may acquire. The assessments shall be equally applied against each membership. The members who hold the membership shall be jointly and severally liable for assessments against the membership. Section 4.Voting. Each membership shall be entitled to exercise one vote on each matter presented to the membership for consideration. There shall be no cumulative voting. A party which holds more than one membership shall have one vote for each membership it holds. The manner of exercising the vote shall be as set forth in the bylaws. • Section 5. Term of Initial Board. The members. of the initial board of directors shall serve for an initial term until 90% of the lots defined in Article IV have had single family residences constructed thereon and have been occupied as residences, or until December 31, 2003,whichever first occurs. Any vacancy occurring in the initial board of directors,regardless of the cause therefore,shall be filled by the action of the remaining directors on the board. Section 6.Election of Directors.Upon the expiration of the initial term of the initial board of directors,three directors shall be elected by the membership. One director shall be elected for a term of two years and two directors shall be elected for a term of one year. The term of such directors shall end on the day of the month on which the annual meeting of members is held; provided that in any event each of such directors shall serve a term of at least one full year. Thereafter,at the expiration of the term of each of such directors,a director shall be elected for a • term of two years to fill the vacancy. In any event,each director shall serve until a successor is ''r' elected and qualified and shall be elected at an annual meeting of members. z— Section 7. Qualifications of Directors. After the initial term of directors ends,no person shall be qualified to be elected as director of this corporation or to continue to hold office as ¢' director of this corporation unless such person is a member of this corporation, except that the employee of a corporation which is a member or is a partner of a partnership which is a member 2 and the employee of a partnership which is a member shall be qualified to serve as director of this corporation. Section 8. Reserves. As determined by its directors, from time to time this corporation may establish and maintain reasonable reserves for maintenance and replacement of its property. Section 9. Amendment. This Article IV shall not be amended without the unanimous consent of all memberships entitled to vote, except after the initial term of the initial board of directors expires,the number of directors and their terms of office may be amended by a majority vote of the membership. Article V. The address of the initial Registered Office of the corporation shall be 1500 - 114th Avenue SE,Suite 102, Bellevue,Washington 98004. The name of the initial registered agent of the corporation at such address shall be Robert D.Johns. 2 Sienna Community Org.Articles 4-25-02 • Article VI. The number of directors of this corporation shall be fixed by the bylaws of this corporation. The number of directors constituting the initial board of directors of the corporation shall be three directors. The names and addresses of the persons who are to serve as the initial directors of the corporation are as follows: • John Skochdopole 846—108th Avenue N.E.,Suite 202 Bellevue,WA 98004 Charles F.Conner 846—108th Avenue N.E.,Suite 202 Bellevue,WA 98004 Robert Beeson 846—108th Avenue N.E.,Suite 202 Bellevue,WA 98004 The initial board of directors shall serve until the first election of directors, or until their successors shall be elected and qualified. Article VII. 1. Limitation of Liability of a Director. Except to the extent otherwise required by applicable law (as it exists on the date of the adoption of this article or may be amended from time to time), no present or future director of the corporation shall be personally liable to the corporation or its members,if any,for monetary damages for any conduct as a director occurring after the date of the adoption of this article. No amendment to or repeal of this section shall adversely affect any right of protection of a director of the corporation with respect to any acts or omissions of such director occurring after the date of the adoption of this article and prior to such amendment or repeal of this section. Provided,that this provision shall not eliminate or limit the srrff liability of a director for acts or omissions that involve intentional conduct by the director or for F' any transaction from which the director will personally receive a benefit in money,property,or c•:: services to which the director is not legally entitled. 1' 2. Indemnification of Directors and Officers. The corporation shall indemnify any director(as that term is defined in RCW 23B.08.500, as presently in effect and as hereafter 4=; amended) or officer of the corporation, who is involved in any capacity in a proceeding (as defined in RCW 23B.08.500, as presently in effect and as hereafter amended) by reason of the position held by such person or entity in the corporation,to the full extent allowed by applicable t=o law, as presently in effect and as hereafter amended. However, this indemnification shall not apply to any action by or on behalf of the corporation against a director in which action the director has been adjudged guilty of any breach of duty toward the corporation. Provided, that the corporation shall only indemnify a director or officer seeking indemnification in connection with a proceeding(or a part of a proceeding)initiated by such person if such proceeding or part of a proceeding was authorized by the Board of Directors or if such proceeding or part of a proceeding was brought by a director or officer to enforce a claim for indemnification under this section and a court or an arbitrator determines that the director or officer is entitled to all of the relief claimed. 3 Sienna Community Org.Articles 425-02 'I 3. Indemnification of Employees and Agents. By means of a resolution or of a contract specifically approved by the Board of Directors, the corporation may indemnify an employee or agent to such degree as the Board of Directors determines to be reasonable, appropriate,and consistent with applicable law and to be in the best interests of the corporation. 4. Notice. Any indemnification of a director in accordance with this Article shall be reported to the Board of Directors(and to the members if any to the extent required by applicable law) in a written report describing the proceeding and the nature and extent of such indemnification. 5. Advances. Reasonable expenses incurred by a director or officer, who is involved in any capacity in a proceeding(as defined in RCW 23B.08.500, as presently in effect and as hereafter amended) by reason of the position held by such person or entity in the corporation,shall be advanced by the corporation to the full extent allowed by applicable law,as presently in.effect and as hereafter amended; provided that the director or officer shall first promise in a writing delivered to the corporation to repay all amounts advanced by the corporation in the event that it is later determined that such director or officer is not entitled to be so indemnified. Reasonable expenses incurred by an employee or agent who is involved in any capacity in a proceeding(as defined in RCW 23B.08.500, as presently in effect and as hereafter amended)by reason of the position held by such person or entity in the corporation may be,but is not required to be, advanced by the corporation prior to the final disposition of such proceeding to the full extent allowed by applicable law, as presently in effect and as hereafter amended; provided,however,that the corporation shall not advance any such funds unless the employee or agent promises in a writing delivered to the corporation to repay all amounts advanced by the corporation in the event that it is later determined that such employee or agent is not entitled to co be so indemnified. 6. Insurance. The corporation may purchase and maintain insurance on behalf of _" anyperson who is a director, officer, employee, or a ent of the corporation or is servingat the g rP request or consent of the corporation as an officer, employee, or agent of another corporation, 4:3' partnership,joint venture, trust, other enterprise, or employee benefit plan against any liability 4=3 incurred by such person because of such person's status, whether or not the corporation would — have the power to indemnify such person against such liability under the provisions of this article. In addition, the corporation may 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 or desirable to effect the indemnification and advances contemplated in this article. 7. Designation of Counsel. The Board of Directors of the corporation shall have the right to designate the counsel who shall defend any person or entity who may be entitled to indemnification,to approve any settlement,and to approve in advance any expense. 4 Sienna Community Org.Articles 4-25-02 f i I a 8. Consistency With Applicable Law; Survival of Benefits. The right to indemnification and limitation of liability conferred by this Article shall be interpreted to conform with, and shall not create any right that is inconsistent with applicable law, as presently in effect and as hereafter amended. To the full extent allowed by applicable law(as presently in effect and as hereafter amended),the right to indemnification and limitation of liability conferred • by this article shall continue as to a person who has ceased to be a director and shall inure to the benefit of the heirs,executors,and administrators of such a person. 9. Nonexclusivity of Rights. The rights conferred in this article shall not be exclusive of any other rights which any person may have or acquire under any applicable law(as presently in effect and as hereafter amended), the articles of incorporation, the bylaws of the corporation,a vote of the Board of Directors or the members of the corporation,or otherwise. Article VIII. The name and address of the incorporator of the corporation is as follows: -Conner Homes,Inc. 846-108th Avenue NE,Suite 102 Bellevue,WA 98004 Article IX. Upon the dissolution of the corporation, the net assets of the corporation shall be distributed among persons and parties holding its memberships in proportion to the number of ass votes held by the respective memberships. aas LID WITNESS WHEREOF, the incorporator has hereunto set his hand and seal this day of 1 ,2002. c3 CONNER HOMES,INC. 0 P CHAIRLES F.CONNER,PRESIDENT >e� • 5 Sienna Community Org.Articles 4-25-02 • i• CONSENT TO APPOINTMENT AS REGISTERED AGENT: I, Robert D. Johns, hereby consent to serve as Registered Agent in the State of Washington for the above-named corporation. I understand it will be my responsibility to accept Service of Process on behalf of the corporation; to forward mail to the corporation; and to immediately notify the Office of the Secretary of State if I resign or change Registered Office Addre/). .(off aZdd� S Si nature Da/ e Address of Registered Agent Robert D.Johns JOHNS MONROE MITSUNAGA PLLC 1500—114th Avenue S.E. Suite 102,Cypress Building Bellevue,WA 98004 425-451-2812 • • cc urs cw N +L� tV 6 Sienna Community Org.Articles 4-25-02