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HomeMy WebLinkAboutRC 9304191295 • • ' 7 ' � ' � .� � . � . . . � ' . ' � � � ♦ r • s , • . � �� L�ECLARATIt�N �F RESTRICTIVE GfJVENANTS $A;sP-aso-91 WHEREA.a. PUCiET WES�EFiN, 1Nc., is the owner of the follawing real property("Propert�r"herein)In tt�e City of Fienton, County oi King,State o!W�Shinglon,describeti as follows: � r� The r�artheast quarter ot the northwest quarter ot Seclbn 30, Township 23 fVorlh, Aange 5 East, W.M., in A , � Ki�g County,Washinpton; EJ(CEPT the north 7Q feet therevf;and EXCEPT ro�ls. � ! � Wr��EAs,the owner oi sakl Prop�ty desires to impose the follawing restrictive c�avvenartts runniny wAh the land as to �: � use, present and future,of the prope�ty. �.� � Now, THEREFORE,the atoresaid owner hereby establishes,grants and imposea restrictions and ocvenarns running r , with the land hereinaDove described with respect to tne use by the urxlersigned,iholr suoCeseors, heirs,and asaigns as �, tollows: � � � � R�STRICTIVE COVENANTS � � . � 1. All owners and em�slayees of all owners aB well as all tenants and employees of tsnants who occupy space � wiihi�poAions of the Property w�71 be albwett cross access to recxeational amenftles outside each buildf�g and adjacent � to parking areas for picnicking and recreational purposes during normai business an�daylfght hours. � � 2. The Praperty vv�l be prohibited from storage of bulk quaMities of hazardous matertals or petroleum products Qunless speciai containment aonstruciion techniques ha�e been employed_ C� rn DURATIQN � These covenatrts shall run with the land and expire on December 31, Z025. If at arry time irnprovements are installed pursuanl to theae covenaMs,the port[on a1 the covenarns pertaining to the specifi�i�slalled imp�ovements as required by the Ort�ir�ar�ces of the City of RentoR st�all tsrminate withoul necessiiy ot furtiw�dacumentatian. Any violation or breach of these res#rictive covena�ts may be enforced by pr�er legal procedures ln the Superior Caurt of Kinq CouMy�y either the Cdy of ReMon or any praperty ovmers adjoining the Property who are adversely aNected by said breach. - � �f7 �7 t PUGET WESTERN, fNC. N � By: /� . ���'S'^c''��,. Raa�a�r B. Bovv �� �j Execu6ve Vice Presiden3 Q7 Sra,�oF WASH�r�oroN ) ) ss COUNTY QF KING ? On this�day of ���;�'� , 1992, befare me personally appearect the person who executed the wiihin atid foregving instrurnerrt,and aCknowtedged said instrumern to be the free and voluntary act and deed o1 said person iar the uses and purposes therein mentioned. ' IN WIITJESS WH�REOF, I have hereunia set my hand and ix�d my otficiaE seal the day an�d year first above written_ . !�-_ _,Ler�'`"¢ — Notary Publfc�n a d for the S#ate of Washington Res+ding at:__1� G_.:Os?�A��S S'i eir/ ��r��E 3 � �yt�9� RSTCVNTS.DOC 0T0742 . , � r� , . } • :.�.. ' . � � � 1 v ' i � � . .. � . ..t�.. . � � . . . . . ' � • 1 CONSENT TO APP�INTMENT A9 REG13T�t�ED AGENT I, Roberi B. Boyd, hereby conserst to serve as registered agent, i� the State of Washlr�gton, for the I'I following corporati0n; East Vailey Commerce Park Owners Association. i understand Ihat as ageni for the corporation, a will be my respcxts�lity to accept Service of Process in the name oi the corporation; to forward all mait and license renewals to the apprapriate otticsr(s} of the corporat'son; ar:d to immediate� notify the �Itice of the Secretary oi State of my resignatior� or of any changes in the address ol the registered oftice of the corporation for which I am ageni. F Dat9: F c!,ru.a�l•y �'o�v�•--� 1993. "V'`�-� �,��" •� _. (SI�f131UfE� ��srt B. eoya 19515 North Crsek Pari�way Suiie 310 Bothell, WA 9801 t 1 4t') C77 � t�.� � r� . cY-� rn ► Agent.Doc 02�0&�33 , , , � � , � _- _�� - ___ f i � . � � R � 1 . . � . . ' . � I � �3i�6f32 14:34 PllC�l wt�i�r�N -+ �ea ��a G�41 t.�,�r� �.-� • , . . , arder Nc�. 3.71129 E4HIBIT A P�.ge 2 . Tha leend refeXred Ca in thia repor� Ss situate in the cauz�ty of King, ata�e af WAshlnqtos�, �►nd deacr.�bed ae fol�.awa: The nartheaart quart+sr of the nor�hFre�st quarte�r o� Sscti.oln 30, Township 23 Narth, Ftanqs 5 E*at, ht.M. , i�a King County, Washir�qtan; EXCEPT th$ r�orth ?4 feet �hereQf; EXCEPT the w�et 40 f�et thereof fos ��.nd Avezxue South�est, as canveyed ta the city of Ren�on by dacd�e x�ecorded under Kinq County Recording Numbers 7803270675 and 7�051107b3; EXCEI?T thc��� pdrtions cvnv�yed ta the St�ts of Wash�ngtan, foz Pximary S'��►�e ��.qhWay Numbar 5, by de►eds r�corded und�r I�inq County Recording Numbers 1081421 nnd 391147I.; t A.ttID EXCEPT the follawit�q described paxcel: F Beginry.ing e�t th� �.nteraectian of the canterlin,a c+f East Valley � Highway with the oouth lin�.e of e�id a�ubd�.vision �s �how'a on the plat o� BurZ�,ngtr�n Nar�hern arillia; Iz�duatrial Paz�k of Rentota, Div�s�.on �, accc.rdinq to the plat '�h�rsof record�d it� Voluma 108 af Plata, pag�ee� 12 mnd 13., in King Count� Washinqtan; u„� thexlCG alonq said south li.n�a nort.h 89 40' 25" weat 35.Ql feet �kn a � � poi�tt o� a �,ine parallel. with and 35 feet weesteriy a�' the c�nterlin:e (�,� of said �ast Valley Hiqhway and the 'SRt7E Pc3IN� QE BEGLt�tNING; � thezyce �ontinuinq along ths aauth line o�' �aid aubdivisian north � 89°40�25f' west 1,242. 1� teet �o the east rightwof�Way line o� �ind +,�- Avenue �,outhwest; � thence alc,ng $aid �ast zic�ht-af-way line n�rth 1°3�' 1,3'� �ast 1t�1, 23 � £ee� to a gc�.nt of �c�ap �+a.th a tanqent curve cancav• to �he nnrtheast, having a radius of 5S.00 �faet; thenc� soufiheestexly, alonq said curwe, �hro�gh a� cer�tral anq�ie of 42°15` 38", an arc length of 87.6t� feet; thence south 89'°4C5'25" east 1, 132 .55 feet �o a point af curvaturs o� a curv�e, cot�c�ave to the narthweest, having �t �radius o� 55 .00 fee�; '� thence� northeastsrly, a�ong said curva, throuqh a cez�treel a�ngl.e o�' 88°29 ' 33", ar� sxc 2ienq'th of 84.95 feet �o a lir�e parallel wi�.h and 35 fe�t west�z�ly af th• cen�.erlis�e of s�sid East Vall�y Highw�,y; thence along �aid para�l.e3. line, south 1°5�3' �2" we�t 98 . 50 feet to the TRUE POINT OF BEGINNING. 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I � � ,���:,,� ? , � }Mur �.. h O+ �a�oor'. �� �' � .it7P�l .� � � +�i I i �f Horx tr ,i� I." � 1 �� ' r�'s� k ��� ♦ J1��� � I Ii tr =1 � 4 � a rt ': .-. . � `� ` � �' I 2� � f � k i �x � � , � f .� % ' � ��� � � ti � � � ? � �S sc r.�TM s+ •�r � 1 q , � ~ ���-' M Ie�n� 1f r n I ' s r � " � � ,� A � M _' _'_i���'�� _ _ -... _ . � L-1�'� --- -- a <KE �T� , �� , � � -, _ ; �w,� � � �., � „,»,"$�'`'.,' m �� ,,y a � �^ I �.� � `�' � �- --'L-- ( � � '� � • � � t „ �N n < <�'nw I ' �a� � _ �� g � � � � � , � � j i � f a, .�,�..�...�«.�.�. � � � � I � ' ' � � { x ! � r'. �i- .a__.. _..a� .,.�, �• - . - ` ' 1...� - � ��'�, �.��, T I o f� � , ; _ ������ � . u � +�� � , � � ��� � , . . � � � . - . • . , . � , � . , � , ' � �ONSENT IN LtEU OF ORC�ANIZATIONAL MEETING �F BOARD OF DIRECTORS 7t�e underaigc�ed, beN�g all of the DireGtors named in the Articies of Incorporation ot Easi Valley Commerce Park�wrae�s Associatlan,a Washington nonprofN comoration,Dy this instrument in lieu of�he organization�i meeting of ihe 8oard af Direciors oi�his ccxporation, hereby consent io the adoption ai the foilowing resolutions,which resolutions will be deemed adopled when all of the Qirectors have signed this Consent or a caumerpart of this Consent, and waive any natices required by iaw with respect thereto: BY�Aws � RESOLVEO, ihat the 8 laws in the form attached to this Consem are hereb a y y pproved and adopted as • Ihe Bylaws ot this corporation. ELECTION OF OFFlCERS �„�; RESOLVED, that the following persons are elected to serve as officers of ihis corparation, each for a � � Eerrn expiring on his or her death, resignation or remova! fram ol(ice, or the election ol a successor to such otfice: CJ7 *Q- President C. R. Causey � � � Vice President R. B. 8oyd � Secretary A. A. Per�on TreaSurer A. A. Perron ', GElVERAL BANiCING AND SIGNATORY RESOLUTIQN R�SOLVfD: 1, Any one oi the ofticers of this corporation is hereby au�ho�ized to make the following designations: {a) to designate banks in which accounts shall be maintainQd by such corporation, (by to designate the persons who shall have authority to sign and the persons who shall have authority to countersign checks, akails or other orders tor the payment ot money drawn in the name ot ihis corporation on any and all regular,payroll or other special bank accounis maintained by this corporation, ar►d (c} lo dasignate the persons for whom (acs�mlle signatures may be used in place of their actuai signatures and ihe form of such facsimile signatures. ' 2. Any and alt banks respectnyely in which accounis are ar shal) be rnainiained by this c,orporation are hereby authorized and dirscted ta l�anor checks, drafts ar other orders for the payment of money signed anri countersigned respeciively by the persons and in the manner designated from time to time, including checks, drafts or other orders for the payment oi rnoney bearing facsimiie signatures authorized by such officers, even i! such signaiures have been alfixed by unauthorized use oi the corporation's facsimile signature devices. ConsentDoc 02106i93 ---,—� — —— — — — — — . , a� ,� I ,- , , . , , . I � � � . .Yz•��� �. ..�� .. � � . . • r .• .. . . . . ..ie.l,s�.� . 4.. . ' ♦ � I ! I II 3. Any one of the offiCers ot this corporaiion is also authorized (aj t4 revake the authorily of any I and a!t persans theretofore au#horized to sign ar countersign, (b) tca designate additionat parsons ta sign of countersigtt as afiaresa�, and {c} ic�designaie aicitiitic�t! persons tc�r whom ia�simile � sigr�alures may be used in place of Eheir actual signatures and the form ot such lacsirnile � signatures. ti.d t tJ� �� ' �ATED �t b� � � , 1993 � C. R. GAUSEY ._ - -�-- I ; , �: i � ,�.�"' ���.� _ ' R. B. BQYQ �'.��.. �,��?_ # A,A. PEFiR4N � � � C'�+-1 � � � +..�c� ' �� � , ! ` . . i � consanc.t?oc o2rosi�a � V � — — - -_ . , , � , i , . .. . , , . • ,...• ���,ssarr o,� �4 $ � = �y� '� ta69 a �T�L�T� of`V�IEISHIi'�1�G'�� �.l:�~AR�Y vf��'ATE 1, Ralph Munro,Secretary of State of the State of Washington and custodian of its seai,h�reby issue I this � C.ER2"�FICA7'E OF INCORPORATIfl�V �, � to I � ' rn � EAST VALLEY COMMERCE PARR OWNERS ASSOCIATION � � � � [Y'�'1 a Washington Non Pro f i t corporatian. Articles of fnCvrpcaration were Q': , filed for record in this affice on the date in8icated below+: U.e.l. Number: 601 449 933 Date: March 8 , 1993 q �� ' �lven under my hand and theseal of th�State of Washinglon, at Olymqia, the State Capitol � , � v�v r��o Ralph Munro. Secretary af State ssFs; Z-47�d�13Gi-4 � .. • , ... . ' � , . ARTIGLES Q�tNCQRPQRATlQN . t3F EAST VALLEV COMMERCE PARK OWNERS ASSC?CIA7EQN In compliancs with the requ'trements of Ghapter 24.03 of the revised Code of Wastiington, the undsrsigned, all of whom are residerits of the 5tate oi Washington, and a!f ot whom a�e of full age, have this day voluntarily assvciaied themseives together ior�he purpose of forrning a cor�ration not for prolit and do hereby certify as follows: AFttiCL�I MAME � The name of the corporation is Easi Valley Corr►merce Park Owners Association, hereinafter referred to , as the"Association". � � ARTICLE il PRENCIPAL OPFiCE , Q� � ,� The principal office of the Association is iocatect at 19515 Norti� Creek Parkway, Suite 310, Bothell, p Washington 98011. Cr �� C3'; � ARTICLE III REGISTERED AGENT Robert B. Boyd, whose address is 19515 Narth Creek Parkway, Suit@ 310, Bothell, Washington 98011, is hereby appointed the iniiial registered agent of this Associatio�. ARTlCLE IV N4 CAPITAL STt3CK The Association shal�have no capital stock and the prlvate property of the incorporators, directors and/or members shall rrot be liable for the debts of ihe Association. ARTICLE V PURP{3SE AND PDWERS This Association does not contemplate pect�niary gain or profit lo the members, directors or officers ihereof, and the specific purposes#or which it is farmed are!a provide tar: 1 Protection and maintenance ot welfands located an or adjacent to building sites as required per th�site plan approval, Gity of Renlon dated March 23. 1992: 2. Design corstinuity far bui�ding style, landscap��g and maintenance as required per the site plan approval, City of Renton dated March 23, 1992;and 1 Artoflnc.Doc 02/10/93 3. Modilication of this document io include covenants, conditions and restrictions as the Board of Directors of this AssaCiation may deem appropriate ancl, ratify said cavenants, conditions and restrictions per the Bylaws of this Associaiion. All within those certain tracis ot lant!situated in the City of Rentor�,County of King, State o(Washirgton, legally descrit�ed as follows: The northeast quarter of the northwest quarter of Section 30, TawnShip 23 North, Range 5 East, W.M., in King County, Washington; EXC�PT the north 70 teet ihereof; , EXC�PT the west 40 feet thereof for l.ind Avenue Southwest, as conveyed to the C�ty of Renton by deeds recorded under King County Recording Numbers 7803270675 and 7805110763: EXCEPT those portions Conveyed to the Stale af Washington for Pritnary State Wighway , N�mber 5, by deeds recorded under King County RecordiRg Numbers 1081421 and � 391'f 471: AND EXCEPT any portions of SW 27th Street conveyed to the City of Renton. And to prornote the heakh, satety and welfare of the property owners and their tenants, employees and busi�ess invitees, wilhin the above descnbed property and 1or the aforesaid purposes and to: � (a) Exercise all of the powers artd privileges and perform all of the duties and obligations of Puget Q; Westem, Inc., a Washingbn corporatio�, he�einafier relerred to as "PWI", as set loiih with J N respect to: � 1. Protectfon and maintenanCe of wetlands located on or adjacsnt 10 building sites; � � � 2. Provide design corninuity for building site, landscaping and mair�enance; and � " 3. Enforce the provisions oi covenants,conditions and restricfions that may exist, 'rf any. (b) Fix, levy, collect and enforce payment by any �awful manner of all charges or assessments pursuanl to the terms herein. (c} Pay all expenses i�cident to ihe conduct af the purposes of the Association, including all taxes or govemmental charges levied or imposed against the Association ora the prope�ty oi the Assaciation. (d} pwn, hold, maintain, g�ant easemenis in or dedicate for public use or otherwise dispose of the land designated as wetlands area. (e} Have and to exercise any and alf pvwers, rights and privifeges which corporation organized under ihe Nan-Profit Corporation Law af the State of Washington by may now or hereafter have or exerCise. r ARTICLE VI MEMBERSNIP Every person or eritity who is a �ecord fee owner of {and w�thin tha tracts of fand described in Article V hereot shall be a member ot the Association. A coniract purchaser may take the place of the fee owner of land wrth the written consent ot the fee owner thereat and shall ►err�ain a member until such consent is revoked by the canceliation ar terrnination ot such contract ot purchase in the manner required by {aw.. The toregoing is not intended to include persons or eniities who hold an interest merely as security tor the 2 Arloflnc.Doc 02/t0/93 perbrmance ot an obiigation. Membership shalf be appunenant to and may not be separated from �� ownership ol any property which is the subject to assessment by the Association. I � ARTICLE V!I VQTING RIGHTS I The Association shall have two(2)ciasses af inembers. Class A. Class A members shall be ali awners with the exception of PWI, and such owners shall be eniitled to one(1 j vote tor each acre owned. Where fractional acreage is owned,the owner shail have a vote equa!ta such traclion. When more than one person or e�tily holds an interest in �ny property, aN entities shall be members; provided, however, the vote for such property shall be exercised as such members shail determine by majoriiy vote, but +n no evenl shall iheir voting rights be increased over and above what they would be i1 one person hefd all interest in such property. � Ctass B. The Class B member shall be PWt, and PWI shall be eniitled to tive(5) votes ior each , acre owned by it. The Class B sha�es will terminate when PWl no Ivnger has any interest in ihe property. ARTICLE Vlll BQAR�OF DIRECTORS t.t') � � The aflairs of this Assoaation snal{be managed by a Board of not less than thres (3) directors who need � --� nof be members of the Association. The number ot directors may be changed by amendmeM ot ihe � 8ylaws ot the Assaciation. The names and addresses oi the persons who are to a�t in the capacity of � directors until the election o(their successors are. � C. R.Gausey: 19515 North Creek Parkway, Suite 310 Cf`. � Bothell,WA 980�1 R. 8. Boyd: 19515 North Creek Parkway, Suite 310 Bothell,WA 980�1 A. A. Perron: 19515 North Creek Parkway, Suite 310 Bothell,WA 98U11 AA7ICLE!X UMITATION OF DIR6CTOR LIABILiTY To the tull extent thal the Washington Nonprofit Corporation AcS, as it exisis on the date hereoi ar may hereaRe�be amended, permits the limi;ation ar eliminatian of the liabiiity o1 Qirectors, a Director oi this corparation shaN not be liable to this corporation or its members for monetary damages ior conduct as a Director, Any amendmenis to or repgal of this Article IX shall not adversely aifect any right or prolection �f a Director of this corporation for or with respect to any acts or amissions oi such Directar occurring prior to such amendment or repeal. 3 Artoflnc.Doc 02110J93 • • � �>� � � . , ARTICLE X INDEMNIFICAT(ON ' Section 10.1 Right to tndemnificatton. Each persan wha was or is made a party is ihreatened lo be made a pariy to or is otherwise invalved (includinq, withoul limitation, as a witness) in any actua� or threatensd action, suit or proceeding, whether civil, c�iminal, administrative or invesiigative "hereinaKer a "prxeeding"), by reason ot the lact that he or she is or was a Director or ofiicer of the corporation or, that being or having been such a Director or officer or an employee o( the corporation, he or she is or was serving at the requesi ot the corporation, as a Directar, 7rustee, officer, employee or agent ai another corporation or ot a partnership, pini venture, trust or other errterprise, including seNice with respect to empbyee bensfit plans(hereina�er an"indemnitee"),whether the basis of a proceeding is alleged action in an oflicial capacity as such a Director, Trustee, officer, employee or agent or in any other capacity while seNi�g as such a Director, Trustee, officer, employee or agent, shall be indemnified and held harmless by the corporation to the tull extent permitted by applicable law as then ;n etfect. against all expanse, liability and bss (including attorneys' fees, judgments, (ines. ERISA excise taxes or ipenalties and amovnts to be paid in settl�ment) actually and reasonably incurred or suHered by such indemnit8e in conneCtion therewith, arid such indemnifiCation shall conii�ue as to an indemnrtee who has . ceased lo be a Oirector, Trustee. ofticer, employee or agent and shall inure to the benetit of the i�demnitee's heirs, executors and administrators; provided, however, that no indemnification shall be provided lo any such indemnitee if the corporation is prohibAed by the non-exclusive p�vvisions ot the Washington Nonprofit Corpo�ation Act rn other applicable law as lhen in effecl irom paying such indemni(ication; arxl providecf, further, ihat except as provided in Section 10.2 ot this A�ticle wiih respect to proceedings seeking to entorce rights to indemnification, the corporation s�atl indemnify any such 1 � indemnitee in connection with a proceeding (or parl thereof) iniliated by such indemnites only if a Q'3 proceeding (or part thereof) was authorized or ratilied by the Board of Oireclors. 1`he right to N indemnification conferred in #his Seciion 1U.1 shail be a contract right and shak� include the right to be ' �y paid by the corporatio� ihe expenses incurred in defendirtg any proceeding in advance of its final ' � dispos�ion (hereinafter an "advancement oi expenses"�. Any advancemerrt oi expenses shall be made '"'� only upon delivery �o the ccxporation of an undertaking (hereinafler an "underlaking"}, by or on behalf of � such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial Cn decision from which there is no furthet right to appeal that such indemnitee is not entitled to be indemniiied for such expenses under this 5ection 10.1 and (1 J upon delivery to the cotpor�tion oi a written affirmation (hereinaRer an "affirmation") by the indemnitee ot his or her goocf taith belief that such indemnitee has met the standard of conduct necessary (or indemnification by ihe corporation pursuant ta this Article or(2)upon such determinatio� (hereinaRer a"deiermination"}as may be permNted or required , by the Washington Nonprofit Corporation Ac1 or other applicable law. 5ectian 10.2 Rlght of Indemnitee to Bring Suit. It a claim under Section 10.1 of this Article is not paid in tull by the corporation within sixty (60) days after a written claim has been received by the corporalio�, except in the case Csf a claim far an advancement of expenses, in which case ihe applicable � period shall be twenty days, ihe inderrtnitee may at any time thereafter bring suit against the cvrpo�ation to recover the unpaKi amount o( the claim. Ef sucCessful in whole or in part, in any such suit or in a Suit brought by Ihe corporatian #o recover an advancement ol expenses pursuant lo the terms of an undertaking, the indemnitee shall also be er�tit�ed to be paid the expense o� prosecuting or detending such suit. TMe indemnitee shall be►presumed to be entitled ta indemnification und�r this Article upon � submission of a written claim (and, in an action brought to entorce a claim far an advancement of ' expenses, where the required undertakfng anr!a(tirmatian or determination has been tendered to or made by the corpor�tion) and [hereafter ihe corporation shall have tt�e burden of proof to overcome the presumptian ihat the indemnitee is so entitled. Neither the tailure of the corporation (including the Board oi Directvrs, independent legal counsel, or the members} to have made a determination prior to the commencement o(such suft that indemnification of the i�demnitee is proper in the circumstances nor an actual determination by the corporation �including the Board ol Directars, i�ependent lega! counsel, or 4 Artoflnc.Doc 02/10/93 the rt�mbers) that the indemnitee is not eniitled to indemnitication shai! be a detense to the suit o�create ` a presumption that the indemnitee is not so e�titled. � Sectlon 10.3 Nortexclusivlty ot Righls. The righi to indemnification and the advancement 01 experues conferred in this Arlicle shall not be exclusive of any other right which any person may have o� herea�e� acquire under any staiute, pravision o# these Articles of Incorporation or Byfaws af the corporation,general ar speciiic action ai the Board of Directors, contract or otherwise. Sectfan 1Q.4 Inaurance, Contracts and Funding. The corporation may maintain insurance, at its expense, to protect itseff �nd arry Director, oificer, employee or aqeM ot the corporatian or anolher corporation, partnership, joini venture, trust or other enterprise against any expense, liability or loss, whether or not the corporatian would have the power ta indemnily such psrson against such expense, liabilily or loss under the Washington Nonprafit Corporation Act. The carporaiion may enler into coniracts with any Director, officer, empioyee or agent of the corporation i� (urtherance oi the provisions af this Arlicle and may create a trust fund, grant a security interest or use other means (including, without limitation, a letler of Credil} Eo ensure the payment o1 such amounts as may be necessary to e(fect indemnNication as pravided in this Ar1iclR. Section 10.5 Indemniticatlon vf Empioyees and Agerits oi the Corporailon. The � corporation may, by action of ihe Board ol Directors, grant rights to indemnification a�d advancement of expensss to emplayees and agents of the corporation with lhe same scope and effect as the provisions of this Articte with respect to the indeinnification and advancement of expenses ot Direciors and oflicers of the corporation or pursuant to rights granted pursuant to, or provided by, the Washington Nonprofit 1 Corporation Act or otherwise. � u.-� Seclian 10.6 Persons Serving pther Entities. Any person.who is or was a Direclor, officer � or employee of the corporation who is vr was serving (ay as a Direcior, Trustee ar otticer of anolher N corporation oi which a majority of the shares entitled to vote in the efection o# its Dire�tors is held by the � � carporation,or �b) in an executive o� management capaciry in a partnership, pirn veniure, irust or other ____ enierpiise of which the corporation or a wholly owned subsidiary of ihe corporaiion is a general partner or "�t' has a majority ownership shall be deemetl 10 be so servinq at the request of the corporatian and eniillsd �-,�--� to indemni(icaliv�and advancement ot expenses under Section 10,1 of this Artfcle. . � ARTIC�E XI D15SOLUTION The Assvciation may be d9ssolved with the majority vote oi the members voting in accordance with the rights set brth in ArUcle VII hereof. llpon dissolulion of ihe Association, t�te assets o( the Association shall be dedicated to an a r riate ublic a enc to be used tar ses similar to thase tor which this r��P ' 9 Y P�� Association was created. fn the event that sucn dedicaiion is refused acceptance, such assets shall be granted, conveyed and assigned to any not for protit corporatior�, association, trust or other organizafion to be devoted to such similar purposes. r ARIICLE Xil DURATI�N The du�atfon ol this Association shal{be pe►petual. , AHTICLE Xtll AMENbMENTS 5 Artoilnc.Doc 02/10/93 . • , . � � . . . . Am9t'idment of lhese Articles shall require the assern o( seventy-five percent (75%} ot ihe ernire membership to be by vote of the membe�ship in accardance with the righis o�nferred in Arlicie VII hereof. ARTICLE XIV INCORPORAtQRS The names and addresses of the incorporators o(the Associa ' are as fallows: c. R.causE , 19515 North reek Parkway, Suite 31Q Botheil,W 98011 ,����.�v i R. B. B�YD ' 19515 North Creek Parkway. Suite 310 � Bothell, WA 98011 L���ls--�- !/� '�c�/�- A. A. PERRON � ' 19515 North Creek Parkway, Suile 310 Bothel(, WA 980�1 J 4t'? � CT% � � � . r � � ► Ig I Artoflnc.Dx 02J10/93 . - . � . . p.�,-, ' , • : ' .� . " ' , . . • 'h?`.: . � . �. ' . .._ � .�:F.. . . . • n BYUIWS ' OF EAS7 VALLEY COMMERCE PARK OWNERS ASS�CIA710N ARTICLE i NAME ANO I.00ATION The name af!he corporation is Easi Valley Commerce Park 4wners Assaciation, hereinaiter reierred to as the "Association". The principal oflice ot the Association shall be bcated at 19515 North Creek Parkway, Suite 310, Bothell, Washingta� 98411, but meetings ot members and direciors may be held at such places within King Courriy,as may be designated by the Board ot Directors. i ' ARTIGLE II DEFINITIONS Sectlo�2.i. "Assoaiation"shall mean and refer to the Association, its successors and assfgns. t Section 2.2. "Property"shaY rnean and reter to that certain real property situated in the City o1 Renton,County of King and State of Washinqton,leqally described as follows, to•wit. t!7 � The nartheast qu�rter of the northwest quarter of Secc;tion 30,Township 23 Norlh, Range 5 � East, W.M., in King Counry, Washingion; p� EXCEPT the north 701ee1 thereof; � �XCEPT the west 4p feet Ihereo(for Lind Avenue Southwest, as conveyed to the City o( R�nton by deeds recorded under King County Recording Nurnt�ers 7803270675 and (Y) 7805110763; . �% EXCEPT those portions conveyed to the State of Washington tor Prirnary State Highway Nurnbe�5, by deeds recbrded under King Cpur7ry Recording Numbers 1081421 and 3911471; AND EXGEPT: any portions ot 5W 27th Street conveyed ta the City of Renton. And such addNions thereto as may herealler be brought within the jurisdiction o1 ihe Association. Section 2.3. "Owner" shall mean and refer lo the r�cord owner, whether one or more persons or entilies,of tha tee simple tit�e to any land which is a part of the Properly, including contract�urchasers (where such righl ot rnembership has been iranslerred lo such co�lract purchaser by ihe lee owner), but excluding Ihose having such interest rnerely as security ior ihe performance o#any oblgations. Section 2.4. "PWI" shall mean and refer to Puget Western, a Washington corporaiion, its successars and assigns, if and td the extent such successars should acquire fram PWI by written assgnrnent �s r3ghts hereunder and pursuant to� the Articles of Incorporatian, if such successors or assigns shauld acquire (rom PW1 any portion ol tha Prope�ty which is undeveloped for tlie purpose of development. Secliap 2_5. "Member" shall mean and reter to those persons entitlsd to membership as provided in the Arlicles ol it�coiparation of the Association. 1 ByLaws.Doc 02✓08/93 ARTICLE IEI . MEMBERS ' Seetlon 3.1. Annual Meetinga. The lirst annual meeling oi the members sl�all be held withi� two years from the date o1 incorpcxation of the Associatia►, and each subsequent regular annuai meeting ot the members shaA be heki on lhe same day ol the same rnonth ot each year thereafter a1 the hour o( ien o'clock a.m. If the day for the annual meeting of the rnembers is a Saturday, Sunday or legal holiday, the rneetin� will be held at the same hour on the tlrst day (olbwi�g which is nat a Saturday, Sunday or legal�oliday. Section 3.2. Specia! Meetings. Speciai meetings of the members may be called at any time by tt�e presidertit or by the Baard ol Directors, or upon wmten request ot the rnembe�s whv are eniiiled to vate twenty-iive percent (25°!a)ot fhe votes o#the membership. � Se�ctfan 3.3. Notica of Meatlhga. Written not+ce of each meeting of the members shall be �� given by, or at ihe direclion o(, the secretary or person authorized to call the meetint�, by mailing a copy oi such notice,postage prepaid, not less than ten(10) nor more Ihan fifty (50) days before such rneeting, . to each member entitled to�ote at such meeting, acklressed to Ihe member's address lasi appearing on Ihe boolcs o1 the Association, or supplied by such rnember to the Association for the purpose of notice. Such rwtice shall specity the place, day and hour oi the meeting and, in the case of a special meeting, the purpose ol the rneeting. Ssction 3.4, Quorum. The presence at the meeting o(members er�titled to casi, or of proxies 1 � e�Utled to cast, twenty-iive percent (25°/a) af the voles of the membership shap constitute a quorum for � any action, it, however, such quarum shall not be present or represerited at any meeting, the members � eniitled ta vole at such meetipg shall have pawer to ad'pum the meeting from#ime ia time, wbl�oul notice aher tt�an announcemerx at �he maeting,until a quorum as aloresaid shall be present or be represented. � ,�- Section 3.5. Proxies. A mernber may vote by proxy executetl in writing by the member or by Ohis, her or its �ttamey-in-fact. Such proxy shall be filed with the Secretary of the corporation beiore or a1 ,� the iime af the meeting. A proxy shal) become invalid eJeven months after Ihe date of its execuiion � unless otherwise provided in the proxy. A proxy with respect ia a specific meeting st�all eniitle the holder thereof to vote at any reoonvened meeting following adjoumrnent oi such meeting but shall not be valid after ihe final adjournment lhereof ARTICLE IV 80ARD QF DIRECTqRS;SELECTION; TERM�F pFFICE Section 4.1. Nur'�ber. The aflairs oi this Association shall be managed by a Board of noi less ' tlian three(3}directors who need no1 be members ol Ihe Assoc:iation. Sectior�4.2. Tem�of Oflice. At the first an�ual meeling the members shall elec� not less th�n three (3) directors for a term of one (i) year; and ai each a�mual meetir�g thereaftet the members shaN elect no!less than three(3)directora for a term ot one(1)year. Section 4.3_ Removal. Any direclor may be �emoved from ihe Board, with or without cause, by a majoiity vote o1 the members oi the Associalion. Any director may resfgn at any time by giving written notice to the Board, the presider�t or the secretary. Such resignalion shaU take aflecl on the date ol receipt of such notice or at any later lime specified iherein, and unless speci(ied therein, the accc3ptance ol such resignation shall n4t be necessary to make such iesignalion effective. Failure to altend two consecutive meetirzgs oi the Soard shall be deemed in be a resignations ot the Directors 2 ByLawa.Doc 02/08/93 . ' . . • ' .., :-i•. . . . . . . . fa'rting•ta altend such meetings, and such resignatian sha� be effective as of the date of the second � consecutivs meeting missed. � Section A.4. Compenisatton. tJo dir�cto� sha�l receive compensalion tor any service such ciirector rnay render #a ihe Associaiion. Nowever, any dirqctor may be reimtwrsed for such direcior's actua!expenses incurred fn the performance ot his ar Tser duties. Sectia� A.S. Act{an Taken Without a Meeting. The directors shall have the righl ta take any action in the absence of a meetin�which ihey could lake ai a meeling by obtaini�ng the wrilten approv�l ot a{I o# ihe direcivrs. Any action so approved shail have the same �fiecl as though taken ai a mestitig ai the dir�ctors. , ARTlCIE V NOMlNATION�►ND£I.EC7IQN 44�DMI�ECTOAS � Seation 5.1. Nominatian. Namination tor election to the Board ot Oirectors shai� be made by i a Nominating Committee. Nomitiaiicros may aiso be made trom ihe ttaar at the annuai meeting. The , ' Nor�finating Cc�mrnitiee shail cansist oI a Chair,who sha#be a me�er of the 8oarc!a# Qirecfors, and two ar more members o1 the Associatior�. 7he Nominaling Committee shaU be appointed by Ihe Baard of �ireclors prior to each annuat meeting ol ihe rnembers, to serve (ron� the close af such annual rneeting until the close oi the next ant�uat meating, ar►d such appaintment shati be announced at each annual meeting. The Nvtvti�ating Cornn►ittee shaii make as nrany naminations far eleciian Eo ihe Board of � Directors as it shall in its discretian determine, but �ot less tt�an the r�umber ot vacaricies that are Eo be filled. Such nominalians may be made from among members or rwn-rnembers. � Section 5.2. E{ehc�ion. Eleclion ta tiie �oa�rd of Direciors sha11 be by secret writien baitai. Ai � such electian the members or their proxies may c�st, in respect to each vacancy, as many voies as they �-- are +�ntitled to exercise�under the provisians of ihe A�ticies of (ncorporation. The parsons receiving the � iargesi rwmber of votes shal�be elected. Cumulativ�vating is nat permit#ed. +ci- . � � , ARTICLE Vi MEETIN�GS tJF DIRECTQflB Secilo�t 6.i. Regui�ar Me+�tin�s. Regutar meetirx,�s ot the Board af Direciors shall be heki quarterly wilhout t�c�tice at suCh plaCe and hour as may b� #ixed Iram iime to Eime by resolutiun v# the E'k�ard. Shovkf said mesting �all upcm 8� 8aturday, Sunday or lega! holiday, then thai meeting shall be held at Ihe same time on ihe next day which is not a Saiu�day, Sunday or legat holiday. I Section 6.2, 5peclal Mes!ings. Speci�E meetir�gs ot the Boarc!of Direclors shall be held when � called by the president af the Associatipn, or by any iwo {2� director5, atter not Iess than Ihree (3j days notice to each direclar. Seciion 6.3. Qu�a►rum. A�majority ot the number of directors sha1R ccx�siituie a quorum for the transaction of business. Every act br decisian done or made by a majority af {he direciors presenl ai a duiy heki meeiing at which a quorum is present shaii be regarded as the act of ihe Board, . � Bylaws.QoC 021Q$t93 , • . , . ,. . ARTlCLE VIE : PQWERS ANb pUT1ES O� BOARD OF DIAECT[3RS SaCtk�n 7.1. Power�. The Boartt af Directors shalt have power to: (a� Adopt and publish ruies and regula�ions gc►ver'ning ths pratection and maintenance ot the I wettands io+cated on ar ad�aceni lo buNding sites and governing tht�buiiding and landscaping n�aintenance and�a establ9sh reasanabb penaliies ior the infractian thereat. (b� AdapE covenants, cor�ditit�r�s and restrictio�s, anc! provide des�n sEandards to fnsure ctmlinu�y#pr bu�dir�g slyle and landscapirx,�. (c� Suspend the v�ling rights of such member ciurir�} any period in which such mernber shall be in detauit in the payment ot any assessmeni levied by the Assaciatian. Such riqhis may also be suspencled after noiice and hearing, for a per'�od noi to exceed sixly {60} days 1or j� irrtraciion of pub}ished rules and regulations. � (d) "Che Board shall have the power to reasnnably pesia'ni such aeiiviiiss deerned necessary by the Board alier retusal by a member ol Ihe Assnciation !o perform such dury. The Assaciaiian shatl have ihe right to charge said n+ember far such activities. (e} Exercise for ths Associatiacti atl rights ot f'WI in cc�nt�►ection witl� entor�en�ent ot its obligatians. t {f) Exercise for the Associatiflrt all powers, duiies arxi authority vesteci in or deleg�ted tv thiB �„� Associatitxt anc!rtOt f�eSBrvsci to ihe mentbersh�by olt�er ptovisicxzs o! ihese BylawS cx Ehe � Arliclss of Inca�porati�n. � � {gl Declare the of�ic� of a membet ol !he Boatd ol Qif�ctars lo be vac�ni in ihe event suct� member sha!#be s�sent lrom twQ�2)consecuiive regular meetings Qf the Baard of Qirectors, �ct' C� (h) Ernpby a manager, an independent cc►niractor or such other empioyees as they cfeem �� ctiecessary, aru,f to prescrit�e their duties. Sectian 7.2. Dulfes. It shall be tha duty of the 8aard o1 Directors io: (a) Cau&e lo be kept a �ornplete record of aii iis acts and corparate afiairs and to present a statemenE therec�f to the rnecnbers at the anr�ual meeting ot the rnembers, or at any special meeting when such staterttenl is requested i� wtiling by f+it� percent {5U'/e} af the Class A members who are entiUed to vote. {b} Supe�vise all officers, agents and emplayees ot t#ii� Associati�n, and to s�e that the�r duties are pfoperty per#ac�med. (�� With res�ect to the well�ttcis protect+on and mai�en�ctce,tl�e Board may: (1� Fix the amount of any annual or specia!assessment againsi each acre or hacii�n thereof at least thirty(30}days in advance of each slich assessrnent: � (2} Send written notice of each assessment to every rnember sub{ect thereto at feast thirty (3Uj days irs advance of each such assessment;arxf 4 ByLaws.Dac �2/08193 . (3) Forecbse the Ifen agai�st any portion of tha Property for which assessments are nol paid within thir(y (30) days after due date vr to bring an action at law against ihe ow�e� person�lly oWigated to pay the same. (d) Issue, or cause an appropriate ollicer to issue, upon demand by any person, a certiiicate setting forth whether or not any assessment has been paid. A reasonable cliarye rnay be made by the Board for the issuance ot these certiticates. It a certilicate states an assessment has been paid,such certificate shall be castclusive evidence ot such payment. (e) Gause all otficers or empbyees having iiscal responsibilitiss i� be bor�ded, as it may deern appropriate. ARTtCI.E VIII OFFICERS AND THEIR DUTI�3 � Section 8.t. Enumerailon of Ofilces. The oificers ol this Association shall be a president ' ar►d vice president, who shall at all Nmes be members ot the 8oard of Directors, a secrelary a�d a treasurer, and such other otlicers as the Board may irom time to time by resolution create. 8ectfon 8.2. Election af Of#icers. The election of officers shall take place at the tirst meeting of the Board of Directors following each annual meeting of the mernbers. � Section 8.3. Term. The olficers o1 this Association shall be elecied anc�ually by the Board and � each sl�aN hold ottice tor one (1) year unless such officer shall sooner resign or st►all be removed or CT: N olherwise disqualified to serve. � CT") ---� Section 8.4. Special Appointments. �he�oard may elect such other officers as the atfa�rs ot '"d' the Association may require, each ot whorn shall hold oftice iar such peria�, have such auihority arxl � perfom�such duties as the Boa�d may, from lime to lime,deteimine. � Soctlon 8,5. ResiBnatton and Aemovai. Any o(ficer may be removed irw�� oftice wilh or without cause by the 8oa�ci. Rny otficer may resign at any time by giving written notice lo the Board, the president or the secretary. Such resigi�atiars shall take eflect on the date ot receipt ai such notice or at any {ater time specitied iherein, and unless otherwise specilied therein, the accepiance of such resignation shall not be necessary tv make it effective. Sectlon 8.6. Vacancies. A vacancy ir� any office may be �illed by appoiniment by the Board. The ol8cer appanied to such vacancy shall serve for the remainder of the term of the officer he or she replaces. Section 8.7. Mu�tiA�e atiices. The offices oi preside�t and secretary and/or ireasurer may be held by the same person;the aifices of vic�presideM and secretary andlor trsasurer may be held by the � same person; and the offices of secretary and treasurer may be held by the same persan, No person , shall simultaneously iwld the ollices o1 presideni 2�nd vice president. Section 8.8. Duties. The dulies o1 the oiticers are as follows: (a) President. The president shall presicie at all meetings of the Board ol Oi�ectors; shall see thal orders and resolutions oi the 8oa�d a�e carried out; shall sign a11 feases, morigages, deeds and other written instruments and shall co-sign all chedcs and promissary nates. 5 ByLaws.poc 02/�8/93 � � (b) S(�p��. The vice �resident shall act in the place and stead of the president i� the . event at the presidenYs absence, inability or refusal to act, and shall exercise and discharge � such other duties as may ba required o(the vice president by the Board. (C) Secretarv. "fh9 SeCret�ry Shall reCord the voteS and keep the n�inutes ot alt meetings and proCeedings of the Board and af the tnembers; serve natice of ineetings of the Board and of ihe members; keep appropriate ourrent records showing the members ot the Association together with their add�esses, ant4 shall pertarm such other duties as required by the Board. (d) �,asurer. The treasurer shall receive ar�d deposit in appropriate bank accounts all monies of the Assaciation and shall disburse such lunds as directed by resolution of the Boa�d oi Directors; shall sign all �hecks and promissory notes o( the Associalion; keep proper b�oks of account; and shaN prepare an annual budqet and a staternsnt a1 income and expenditures to be presented ta the membership at its regular annua{ meeiing, and deliver a copy of each to the rnembers. �. � ARTICLE IX COMMI3'1EES Secfion 9.1. The Assaeiation shatl appoint a Nominating Gommittee as provided in Section 5.1 hereol. In addilion, the Board of Directcxs shall. appoint other committees as deemed appropriate in � carrying cxat its purpose. ! � C�V � ����C�.� X . ._... BUOKS AND RECORDS ��!- p7he cor�oration shai!keep at its principal or reg�slered ottice co�ies oi �s curreni Arlicles df Incarpa�atian r',r}'-� �nd Bylaws; carrect and adequate reCords of �ccounts and finances; minutes ol ihe proceedings oi its members and Baard, at�d any minuies vvhich may be maintained by commiltees of the 8aard; records of the name and address and class, if a�licable ol each member and Direcior, and ai the nan�e and post oS6ce addresa ot each ofticer; snd such other records as may be nscessary or advisable. Alt books and records of the corporation shall be c�en at any reasanable time to inspection by any member ol lhree months standirux�or to a�epresentative o!more than iive percent ot the memqership. ARTICI.E X4 ASSESSMENTS Each member is obligated to pay io the Association anrn�al and special assessments which are secured by a continuing tien upon ihe property againsi which the assessmeM is maale. Any assessments which are not�aid when dus shall be delinquent. li the assessrnent is nat paid wilhin thirty (30} days atler the due date, the assessment shall bear interest from the daie ai delinquency at the rate oi 1wo (2°/a) per annum over!he published "�rimQ" rate ai interest charged to i1s commercial corporate barrawers by Firs1 Nalianal 6ank oi Chicago (or similar institutions ii said Bank shali cease to exist ar io publish such a publisheci rate), and ihe Association may bring an action at �aw against ihe owner personally obligated to pay the same or foreclose the iien against the property, and interest, costs and reasonable atlorneys' tees oi any such action ahall be added to the amount ol such assessment. 6 ByLaws.Doc U2/0�193 • '� . � � , , � • ARTICLE XII � CORPORA7E SEA� � The Association shall have no corporale seak. ARTlGLE Xill AM�NDMENTS Soctioh 13.1. These Bylaws may be arnended by the Board or at a regular or special rneeting of the members,by a vote of a majtxity af a quorum ot mernbers present in�erson or by proxy. 5ection 13.2. In the case ot an conflict beiween ihe Articles oi Inoo o�aticx� and Ihese Y �p icx Bylaws,the Ariicles of Incorpwalion shall conirol. � ARTICLE XIV , MISCELI.ANEUUS The fis�al year of the A5sociatian shall begin or� the first day of January and end on the 3is1 d�y ot December of every year, exc�t ihat 1he firsi tiscal year shall begin on the date af incorporation of Ihe Associalion. � IN WITNESS WHERE�F, we being all directo�s of the Associafion, have hereunto set our hands this �at►� day ot February, 1993. 1,.1^ CT � N _,.,.. � � C. . C USEY ^�Tr� � ,�,�.�� _� R. B. sovo ���� �-��,�,,.._. - A. A. PERAON r 7 ByLaws.Doc 02/08/93 • � . � � - . . . �;;�r , ' _ • .;,:: ,,.. '• STATE OF WA5HINC3Tl�N ) ) s.s. COUNTY �F iCING ) 3he foregaing insirurr►ent was acknow{edged before me this vl }�' day of�ebruary, 1993. ...���� GY/• � r�/+'�A'r Notary Pubti� Residing at: �i�n/ �� � ��✓G�� My commission expires: 8 i ��____ � I, the undersigr�ed, do hereby certily that I am the duly eFected and,acting secretary of East VaNey � Commerce Park - Rerrton Owners Association, a Washington corporaiior�, and that the foregoing Bylaws rt constitule the original Byl�ws of said Association, as duly adopted at a meeting oi the Board ot Direclors thereof, held on the �o t�`day of February, 1993. �..� iN Wi7NESS WHEREOF, 1 have her9unto subscribed my name this ►�t`� day oi February, 1993. � , C7� �i2��'`"'"— ,�! � /C.t.''j�t.,�f`-- ,�.. � Secretary �"'� (,T? 8 6yLaws.Doc 02/08/93