Articles of Incorporation

AMENDED ARTICLES OF INCORPORATION
OF
PORT LUDLOW VILLAGE COUNCIL
(A Washington Nonprofit Corporation)

Pursuant to the provisions of the Washington Nonprofit Corporation Act, (RCW 24.03.183) the following Amended Articles of Incorporation of PORT LUDLOW VILLAGE COUNCIL, a Washington Nonprofit corporation (containing all of the operative provisions of the Articles of Incorporation, as heretofore amended) are submitted for filing:

I. NAME
The name of the Corporation shall be Port Ludlow Village Council.

II. DURATION                                                                                                                The duration of this Corporation shall be perpetual unless dissolved by operation of law or otherwise.

III. PURPOSES
The purposes for which this Corporation is formed are:
I. To do, as it determines to be in the its best interest, any or all of the following in direct benefit of the Port Ludlow community.

(a) be a unifying force in the Port Ludlow community and work toward building consensus among the residents, merchants, property owners and others having an interest in the Port Ludlow community:

(b) may obtain control of, and maintain and preserve wildlife preserves, trails, wilderness areas, open spaces and similar areas not owned by South Bay Community Association (“SBCA”) or Ludlow Maintenance Commission (“LMC”) or other entities;

(c) may engage in architectural control in areas not under the architectural control of SBCA, LMC or other entities:;

(d) may obtain by gift, donation, purchase, lease or otherwise real and personal property, tangible and intangible, including operating entities and/or service entities, and to operate such properties or entities, subject to the limitations set forth in Article IV;

(e) may engage in lawful political and/or lobbying activities, but only to the extent permitted a charitable entity qualified under paragraph 501(c)(3) of the Internal Revenue Code of 1954, as amended;

(f) may acquire, own and operate recreational and other facilities;

(g) may sponsor and/or promote municipal corporations such as public utilities or port districts and/or charitable organizations qualified under sections 501(c)(3) of the Internal Revenue Code of 1954, as amended. In this context, determination of acts or omissions, which are of direct or indirect benefit to the community, shall be at the sole discretion of the Board of Directors.

IV. POWERS
In furtherance of its purposes, this Corporation shall have all of the powers conferred directly or by implication, upon nonprofit corporations by the provisions of RCW 24.03.035, subject to the following limitations: no part of the net earnings of this Corporation shall be distributed to nor inure to the benefit of its Voting Members, Directors, Officers or other private persons; provided, however, that this Corporation shall not be prohibited from paying reasonable compensation to its employees and/or independent contractors nor from paying reasonable consideration for goods and services.

Subject to and without limiting the generality of the foregoing, this Corporation is empowered: To do any act or omit to do any act lawful for a corporation organized under ROW 24.03 et seq.:

To buy, own, sell, assign, mortgage or lease any interest in real estate and personal property and to construct, maintain and operate improvements thereon necessary or incident to the accomplishment of the purposes set forth in Article III hereof; provided, however, that this Corporation shall not obtain. title to, sell or lease real property unless approved by a sixty percent (60%) majority of the total registered Voting Members: either voting in person, by proxy or by mail-in ballot.

Notwithstanding the purposes stated in Article III and the broad general powers given this Corporation, this Corporation does not have the power to engage in any activity which would disqualify it from the benefits of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, as it is intended that this corporation will seek qualification under that section, or Section 501(c)(4) of the Internal Revenue Code of 1954, as amended.

V. MEMBERSHIP/VOTING MEMBER
1. The Voting Members of this Corporation shall be derived from all owners of real property, within the Port Ludlow Master Planned Resort area as shown on the diagram. Exhibit A, attached hereto and by this reference made a part hereof. As used herein “owners of real property” includes condominium owners and includes owners of land which has not been built upon and owners of realty held in trust as trustee or as beneficiary of a trust.

2. An owner of real property shall become a Voting Member by voting in the last annual election for Directors of the Corporation or upon providing written notice to the Board of Directors of the Corporation requesting to become a Voting Member, so long as said notice is tendered no less than 48 hours prior to any meeting at which the new Voting Member wishes to vote. A Voting Member may withdraw at any time by providing written notice to the Board of Directors or by a transfer or sale of all real properly owned by the Voting Member within the Port Ludlow Master Planned Resort area.

VI. VOTING
1. Each Voting Member shall have one vote on all matters to come before the Membership for vote. A husband and wife, partnership, joint tenants or others owning property in some form of common ownership shall have only one voting membership between or among them without regard for the number of parcels of real property he, she or it may own.

2. Each owner of real property within the Master Planned Resort shall have voting privileges to elect directors to represent the entire community. A husband and wife, partnership, joint tenants or others owning property in some form of common ownership shall have only one vote between or among them for each Director position being voted upon without regard for the number of parcels of real property he, she or it may own.

VII. ANNUAL DUES AND ASSESSMENTS
1. This corporation is intended to be funded by donations, gifts, user fees and other fund raising activities. The Board of Directors shall have the authority to accept donations, gifts, establish user fees and sponsor fund raising activities.

2. Assessments may be established and levied on the Voting Membership by a sixty percent (60%) majority approval of the total registered Voting Members; either voting in person, by proxy or by mail-in ballot.

VIII. REGISTERED AGENT AND REGISTERED OFFICE
The name and address in the State of Washington of this Corporation’s initial registered agent is:  Ted Knauss  203-A West Patison  Port Hadlock WA 98339

IX. DIRECTORS
1. The affairs of this Corporation shall be managed by the Board of Directors. The number of Directors shall be fixed by, or in the manner provided in, the Bylaws. Neither Directors nor officers shall be paid for their services, but the Corporation may pay reasonable expenses incurred by such Directors and/or officers in the conduct of their duties.

  1. This corporation shall have twelve (12) Directors.

The Voting Members owning property in the South Bay Community shall elect four (4) Directors and the Voting Members owning property in the North Bay Community shall elect six (6) Directors.

The Directors shall hold office and manage the affairs of the Corporation until the election and qualification of their respective successors.

The present Directors at the time of this amended version are:

Name Address
Jim Boyer 461 Highland Drive, Port Ludlow, WA 98365
Laury Hunt 101 Shore Drive, Port Ludlow, WA 98365
Peter Leenhouts 142 Pioneer Drive, Port Ludlow, WA 98365
Ned Luce 651 Pioneer Drive, Port Ludlow, WA 98365
Larry Nobles 81 Harms Way, Port Ludlow, WA 98365
Shane Seaman 131 Camano Lane, Port Ludlow, WA 98365
Tony Simpson 230 Camber Lane, Port Ludlow, WA 98365
Tom Stone 95 Red Cedar Lane, Port Ludlow, WA 98365
Don Thompson 103 Dunsmuir Road, Port Ludlow, WA 98365
Pat Traci 103 Twinsview Court, Port Ludlow, WA 98365
Elizabeth Von Zonneveld 60 Admiralty Lane #331, Port Ludlow, WA 98365
Art Zoloth 632 Rainier Lane,, Port Ludlow, WA 98365

     3. In subsequent elections for Directors, Directors shall be elected as required so that the number of directors on the Board from each of the two communities, North Bay and South Bay, is proportionate to the respective number of property owners, rounded to the nearest whole number, owning real property in each of the two communities. The total number of elected Directors shall continue to be ten (10)  seven (7) until and unless changed by a vote of the Voting Membership.

X. INCORPORATORS
The names and addresses of this Corporation’s original incorporators are:
Eugene 0. Carmody 4 Phinney Lane, Port Ludlow, WA 98365
Robert D. Force 61-C N. Chandler Ct, Port Ludlow, WA 98365
David A. Graham 81 Montgomery Court, Port Ludlow, WA 98365
Carol Higley Saber 14 Sea Vista Terrace, Port Ludlow, WA 98365
Frank G. Slier 71 Harms Lane, Port Ludlow, WA 98365
Sally Smith P.O. Box 1780, Port Ludlow, WA 98365
Richard R. Swindler 15 Condon Lane, Port Ludlow, WA 98365
Richard W. Ullmann 203 Puget Loop, Port Ludlow, WA 98365
Constance Wilkinson 114 Skiff Lane, Port Ludlow, WA 98365
Della M Witt 20 Gamble Lane, Port Ludlow. WA 98365

XI. BYLAWS
Provisions for the regulation of the internal affairs of the Corporation shall be set forth in the Bylaws of the Corporation.

XII. AMENDMENTS
The Articles of Incorporation may be amended in accordance with the procedures set forth in the Washington Nonprofit Corporation Act, RCW 24.03.165, as may be amended.

XIII. INTEREST OF OFFICERS, DIRECTORS OR OTHERS IN TRANSACTIONS WITH THIS CORPORATION
Any officer, Director or employee (“Interested Persons”), or any firm of which any Interested Person is a partner, or any corporation in which any Interested Person may be an officer, director, employee or holder of any amount of its capital stock may be a party to or may be interested in any contract or transaction of this Corporation and, in the absence of actual fraud, no such contract or other transaction shall be thereby affected, impeached or invalidated.

No Interested Person shall be liable to account to this Corporation for any profit realized by him or her from or through any such transaction or contract, provided, that such contract or transaction shall be approved or ratified by the affirmative vote of Directors who are not so interested constituting a majority of a quorum of Directors present at a meeting of the Board of Directors of the Corporation having authority in the premises.

Any Director interested in any contracts or transactions of the types described in the foregoing paragraphs may be counted when present at meetings of the Board of Directors or of any committee for the purpose of determining the existence of a quorum to consider and vote upon any such contract or transaction.

XIV. ELIMINATION OF DIRECTOR’S LIABILITY
A Director shall have no liability to the Corporation or its Voting Members for monetary damages for conduct as a Director except for:

  1. acts or omissions that involve intentional misconduct by the Director;
  2. a knowing violation of law by the Director, or
  3. 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 any provision of Washington law, including 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, without requiring any action by the Board of Directors or the Voting Members. To that end, the Director’s liability shall then be limited to the greatest extent provided by these Articles of Incorporation and existing law or future modifications of law on the subject. Any repeal or modification of this Article shall not adversely affect any right or protection of a Director, existing at the time of such repeal or modification, for or with respect to any actor omission by such Director occurring prior to such repeal or modification.

XV. INDEMNIFICATION
The Corporation shall indemnify its Directors against all liability, damage, or expense resulting from the fact that such, person is or was a Director, to the maximum extent and under all circumstances permitted by law, including advancement of expenses, except that the Corporation shall not indemnify a Director against liability, damage or expense resulting from the Director’s gross negligence, intentional misconduct or a knowing violation of law which causes damage to the Corporation. This Corporation shall have the power to purchase liability insurance to protect the Directors, Officers and/or employees of this Corporation.

XVI. DISSOLUTION
This corporation may be dissolved by operation of law, or a sixty percent (60%) majority approval of the total registered Voting Members.

XVII. DISTRIBUTION OF ASSETS AT DISSOLUTION
Upon the winding up and dissolution of this Corporation, after paying or adequately providing for the debts and obligations of the organization and returning, transferring or conveying assets required by dissolution to be returned, transferred or conveyed, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation according to Washington law. These Restated Articles of Incorporation correctly set forth without change the provisions of the Articles of Incorporation as heretofore amended. These Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto.

images-2  DATED this 15th day of October. 2010
(Officer ‘s Signature)
Thomas E. Stone

 

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