Article V — Influence Legislation
No substantial part of the activities of this corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements with respect to) any ballot measure, initiative campaign, or any political campaign on behalf of or in opposition to any candidate for public office.
Committee Notes
Committee notes will be added here.
Article VI — Registered Office
The address of the registered office of this corporation is 2205 Lakemoor Dr. SW, P.O. Box 2285, Olympia, Washington 98507, and the name of its registered agent at such address is Carol Gruen. The written consent of such person to serve is attached hereto.
Committee Notes
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Article VII — Board of Directors
The management of this corporation shall be vested in a Board of Directors. The number of directors, and the method of selecting directors, shall be fixed by the Bylaws of this corporation.
Committee Notes
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Article VIII — Bylaws
The Board of Directors is authorized to make, alter, amend, or repeal the Bylaws of this corporation in accordance with the Bylaws and members shall have the power to alter, amend, or repeal such Bylaws as provided therein.
Committee Notes
🔵 No immediate conflict, but verify alignment. The Articles authorize the Board to amend bylaws "in accordance with the Bylaws" and members to do the same "as provided therein" — but no threshold is specified here. The Bylaws themselves set the vote requirement, so the question is whether that threshold is consistent with what the Articles contemplate. If the Bylaws set a higher member-vote bar than the Articles implicitly assume, or if WUCIOA imposes its own amendment floor, there may be a latent conflict. Confirm the Bylaws' amendment provision against WUCIOA's requirements before the restatement.
Article IX — Limitations
This corporation shall have no capital stock and no part of the net earnings of this corporation shall inure in whole or in part to the benefit of, or be distributable to, any officer, director, or other individual having a personal or private interest in the activities of the corporation, or to any person or organization other than to members in good standing on as equal a basis as is practicable upon dissolution and liquidation as provided in Article XI, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purposes stated in Article III.
Committee Notes
Committee notes will be added here.
Article X — Transactions Involving Directors
Any director, individually, or any firm of which any director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contracts or transactions of the corporation; provided, that the fact that such director or such firm is so interested shall be disclosed to or shall have been known by the Board of Directors or a majority thereof.
Committee Notes
🟡 Thin conflict-of-interest standard; will need strengthening. This provision is permissive: a director may contract with the corporation as long as the interest is disclosed to or known by a majority of the Board. WUCIOA (RCW 64.90) and RCW 24.06 impose more prescriptive conflict-of-interest requirements — including procedures for recusal and independent Board approval — that will govern over this language. Notably, the Covenants are completely silent on director conflicts, so this article is the only governing document language on the subject. The restatement should align this provision with current statutory standards.
Article XI — Distributions upon Dissolution
Upon any dissolution of this corporation under provisions of the laws of the State of Washington for nonprofit corporations, all of its assets remaining after payment of creditors shall be distributed to and among the members in good standing on an as equal a basis as is practicable at such time.
Committee Notes
Committee notes will be added here.
Article XII — Amendments
This corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Amendment by the affirmative vote of sixty percent (60%) of the members of the association entitled to vote.
Committee Notes
🟡 Threshold mismatch with Covenants and WUCIOA. The Articles require a 60% affirmative vote of members entitled to vote to amend. The Covenants require "more than 60%" (effectively 61%+) of lot owners — a slightly higher bar and a different pool (lot owners vs. members entitled to vote). This divergence could create ambiguity in any joint action that touches both documents. Additionally, WUCIOA's restatement process requires a 67% member vote, which supersedes both thresholds for the purposes of adopting a compliant restatement. The restatement should reconcile these thresholds into a single, WUCIOA-aligned amendment standard.
Article XIII — Members
This corporation shall have members as defined in the Bylaws.
Committee Notes
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Article XIV — Authorized Officers
The persons authorized to execute these Articles of Amendment are: Dixie Havlak, President, 1613 Camden Circle S.W., Olympia, Washington 98512; and Cindy Smith, Secretary/Treasurer, 2221 Lakemoor Drive S.W., Olympia, Washington 98512. Filed with the Washington Secretary of State on October 24, 2008.
Committee Notes
Committee notes will be added here.