ARTICLES OF INCORPORATION
Filed on February 21st, 2003
The undersigned, for the purpose of forming a corporation under the nonprofit laws of the State of Washington, RCW 24.03, and a homeowners association under RCW 64.38 and Section 528 of the Internal Revenue Code, hereby adopts the following Articles of Incorporation:
ARTICLE I. NAME
The name of this Corporation shall be "Bifrost Gate Homeowners' Association."
ARTICLE II. PURPOSE
The Corporation is organized for the purpose of promoting the welfare and interests of the owners of property defined by the Declaration of Covenants, Conditions and Restrictions of Bifrost Gate, to be recorded with the King County Auditor (the "Declaration"), by administering and enforcing the protective covenants governing the use of such property, engaging in civic improvement and development activities, acquiring, owning, constructing, improving, managing, maintaining, and caring for the real and personal property of the association of homeowners of the Plat of Bifrost Gate, and to do such other things as may be necessary and convenient to accomplish all such purposes.
ARTICLE III. TERM
The term of existence of the Corporation shall be perpetual.
ARTICLE IV. REGISTERED AGENT
The registered agent of this Corporation and the street address of the registered office of this Corporation are as follows:
Registered Office Street
Registered Agent and Mailing Address
SC&B Services, Inc. 999 Third Avenue, Suite 3000
Seattle, WA 98104-4088
ARTICLE V. MEMBERS
5.1 The owner of each lot of the Plat of Bifrost Gate (the "Property") as described in the plat thereof to be recorded in the records of King County, Washington, shall be a member of the Corporation.
5.2 The owner of each lot shall be entitled to one vote, as prescribed in the Declaration and bylaws. A party that owns more than one lot shall have one vote for each lot it owns.
ARTICLE VI. DIRECTORS
The number of directors of this Corporation and the manner in which such directors are to be elected shall be as set forth in the bylaws. The names and addresses of the initial directors are as follows:
Jeffrey E. Hamilton 7947 — 159th P1. NE, Suite 100 Redmond, WA 98052
Kevin O'Brien 7947 — 159th Pl. NE, Suite 100 Redmond, WA 98052
Suzanne Barnes 7947 — 159th P1. NE, Suite 100 Redmond, WA 98052
The initial directors shall serve initial terms as prescribed in the Declaration and as set forth in the bylaws.
ARTICLE VII. DISSOLUTION
In the event of dissolution of the Corporation, the net assets are to be distributed to the then current members.
ARTICLE VIII. INDEMNIFICATION
Every director and offer shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him or her in connection with any proceeding to which he or she may be a party, or in which he or she may become involved, by reason of his or her being or having been a director or officer of the Corporation, or any settlement thereof, whether or not he or she is a director or officer at the time such expenses are incurred, except in such cases where the director or officer is adjudged guilty of willful misconduct or gross negligence or a knowing violation of law in the performance of his or her duties, and except in such cases where such person has participated in a transaction from which said person will personally receive a benefit in money, property or services to which said person is not legally entitled; provided that in the event of a settlement, the indemnification provided herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of the Corporation. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled.
ARTICLE IX. INCORPORATOR
The name and address of the incorporator is John D. Sullivan, Short Cressman & Burgess PLLC, 999 Third Avenue, Suite 3000, Seattle, WA 98104-4088. IN WITNESS WHEREOF, the incorporator hereinabove named has executed these Articles of Incorporation this 20th day of February, 2003.