JONATHAN G. SHOTWELL, being a natural person over the age of 18, for the purpose of forming a non-profit corporation. Under Chapter 24.03 of the Revised Code of Washington, adopts the following Articles of Incorporation.

ARTICLE I.
    The name of the Corporation shall be Highland Hills Maintenance Commission, hereinafter called the "Commission."

ARTICLE II.
    The period of duration of the commission shall be Perpetual.

ARTICLE III.
    Said commission is organized for the purpose of providing for maintenance, preservation, perpetual control, and development of lots, parcels, tracts, and common areas within certain properties commonly known as Bell Hill, situated in the vicinity of the City of Sequim, Clallam County, Washington, and in general to promote the health, safety and welfare of the residents within such property and any additions thereto as may hereinafter be brought within the jurisdiction of this Commission, and for this purpose:

1. To provide adequate means, financial or otherwise, for the maintenance, repair, replacement, upkeep, control and use of the property of the Commission, whether real or personal, together with all appurtenances thereunto appertaining, including but not limited to specific property or properties hereinafter enumerated.

2. To purchase, accept, or otherwise acquire, own and hold, construct, improve, develop, repair, maintain, operate, care for and manage recreational areas, water systems, fences, walks, alleys, community buildings, utilities of any kind or natural whatsoever and, in general, community facilities appropriate for the convenience, entertainment, relaxation, use and benefit of the members of this Commission.

3. To acquire by gift, purchase, lease or otherwise, and to own, hold, enjoy, maintain and to convey, sell, lease, transfer, mortgage and otherwise encumber and dedicate for public use and/or otherwise dispose of real and personal property wherever situated.

4. To pay taxes and assessments.

5. To levy and collect annually dues, charges and/or assessments as may be necessary in the judgment of the Board of Trustees and in pursuance of the By-laws of this Commission: to carry out any and all of the purposes for which this Commission was formed; to expend such money so collected in accordance with the By-laws of this Commission and the payment of the costs, expenses and obligations incurred by such Commission in carrying out any or all of its purposes.

6. To do and perform any and all acts which may be either necessary or incidental to the exercise of any of the foregoing purposes and/or powers.

7. To exercise all of the powers and privileges and to perform all of the duties and obligations of the Commission as set forth in any covenants, conditions and restrictions upon or for the benefit of parcels of real property, and appurtenances, over which the Commission has control and to which said parcels may be subject to the extent that the Commission has the right to enforce the same, and to police the conditions, covenants and restrictions upon or for the benefit of parcels of real property, and appurtenances over which the Commission has control and to which said parcels may be subject to the extent that the corporation has the right to enforce the same. And, for those purposes, to promulgate and provide rules and regulations for the use and enjoyment of said property in accordance with the By-laws of this Commission.

8. To borrow money with the assent of the members of the Commission as in the By-laws more fully provided and to mortgage, pledge, deed in trust, or gypothecate any and all of its real or personal property and security for such money borrowed or debts incurred.

9. To dedicate, sell or transfer all or and part of the Common area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members.

10. To participate in mergers and consolidations with any other non-profit commissions organized for similar purposes or annex additional property and common areas.

11. To have and exercise any and all powers, rights and privileges granted to non-profit corporations organized under the statutes of the State of Washington as the same now are or may hereafter by amended.

ARTICLE V.
    Highland Hills Development Company and every person or entity who is the owner of a fee or of the equitable title in real property, when purchasing under a contract and who is subject to assessment, either present or in the future, by the Commission, pursuant to the provisions of any recorded instrument relating to such assessment, shall be a member of the Commission. For the purpose of determining membership, such ownership shall be deemed to have vested upon delivery of a duly executed deed or contract to the Grantee or Vendee. The legal title retained by Vendor selling under a contract shall not quality such Vendor for membership. Foreclosure of a contract or repossession for any reason of said real property sold under a contract shall terminate the Vendee’s membership, whereupon all right to such membership shall revest in the Vendor.

ARTICLE VI.
    The Commission shall have no capital stock. The interest of each member in the Commission shall be represented by a membership certificate. The Secretary of the Commission is irrevocably appointed Attorney-in-Fact for each person holding a membership in the Commission for the purpose of endorsing and transferring any membership certificate upon the occurrence of an event requiring such transfer.

ARTICLE VII.
    There shall be two classes of voting membership:

1. Class A: Class A members shall be all owners or contract purchasers of real property which is a portion of that real property described in Schedule A, or any additions thereto, with the exception of Highland Hills Development Company. Each Class A member who is the owner or contract purchaser of real property shall be entitled to one vote. The interest of each such member shall be equal to that of any other such member and no members shall acquire an interest which shall entitle him to any greater voice, vote, authority or interest in the commission that any other such member. When more than one person holds an interest or interests, in a parcel of real property of such persons shall be members and the vote for such real property shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such real property.

Each condominium development, within the real property described in Schedule A, or any additions thereto, shall be entitled to one vote per condo unit, up to a maximum of 8 votes for each five acre parcel of real property upon which the condo development is situated. The votes for each such condominium development shall be exercised by the condominium homeowner’s association, or, alternatively, shall be exercised as the condo owners or purchasers among themselves determine.

2. Class B: The Class B members(s) shall be Highland Hills Development Company, which shall be entitled to four votes for each five acre parcel of real property which it owns in the real property commonly known as Bell Hill, and described in Exhibit "A."

ARTICLE VIII.
    Members have the right to receive services substantially at cost, to receive a return of any excess of payments over losses and expenses, and to share in any assets upon dissolution. Any excess income not retained in reasonable reserves for future losses and expenses, belongs to the members in proportion to their patronage or business done with the organization.

    Records shall be kept as are necessary to determine at any time each member’s rights and interests in the assets of the organization.

    A former member’s right and interests will not be forfeited upon withdrawal or termination of membership.

    Upon dissolution, the assets of the organization, after the payment of all debts and obligations, will be distributed to all members and former members in proportion to their business done with the organization, insofar as is practicable.

ARTICLE IX.
    The address of the initial registered office of this Commission shall be 820 Place Road, Port Angeles, WA 98362. The name of its initial registered agent at such address is Jonathan G. Shotwell.

ARTICLE X.
    The number of trustees of the Commission shall not be less than three. Sbuject to such limitation, the number of Directors shall be fixed by the By-laws from time to time. The names and addresses of the three persons constituting the initial Board of Trustees are as follows:

Name	Address
Jonathan G. Shotwell	820 Place Road Port Angeles, WA 98362
Glen R. Priest	1013 Olympus Port Angeles, WA 98362
Calvin D. Bamford, Jr.	602 North E Street Tacoma, WA 98406
The name and address of the incorporator of this Commission is as follows:
Name	Address
Jonathan G. Shotwell	820 Place Road Port Angeles, WA 98362

ARTICLE XI.
    The Commission reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by Statute and all rights conferred upon the members of the Commission herein are subject to this reservation.

EXECUTED in triplicate on this 5th day of August, 1983.

______________/S/____________ INCORPORATOR

STATE OF WASHINGTON )
) ss.
County of Clallam )

This is to certify that on this 5th day of August, 1983, there appeared personally before me, JONATHAN G. SHOTWELL, to me personally known to be the person described in and who executed the foregoing Articles of Incorporation, and he did acknowledge and declare to me that he executed the same freely and voluntarily for the uses and purposes therein mentioned. IN WITNESS WHEROF, I have hereunto set my hand and official seal the day and year first above written.

_______________/S/_____________ Notary Public in and for the State of Washington, residing at Port Angeles

FILED WITH SECRETARY OF STATE, WASHINGTON – AUG 3, 1983