ARTICLES OF INCORPORATION

HERRON MAINTENANCE COMPANY
April 30, 1958


ORIGIN AND PURPOSES (introduction)

ARTICLES OF INCORPORATION

ARTICLE I (name of the corporation)

ARTICLE II (purposes for which the corporation was formed)
1. Recreational areas
2. Roads, drainage, garbage, public safety
3. Improvements to common areas
4. Keep common property in good order
5. Easements for public utilities
6. Acquire and sell land
7. Keep records
8. Enforce liens, charges and restrictions
9. Pay taxes
10. Exercise such powers
11. Enforce conditions and covenants
12. Regulate signs and billboards
13. Operate a water system
14. Fix, levy and collect charges and assessments
15. Expend moneys collected
16. General powers
17. Borrow money
18. Exercise powers granted by State of Washington
19. Limitation of powers
20. Offices of the corporation

ARTICLE III (membership)

ARTICLE IV (trustees)

ARTICLE V (time of existence)

ARTICLE VI (registered office)

ARTICLE VII (By-Laws)

Notary


ORIGIN AND PURPOSES (introduction only; not a part of the actual Articles)

The Herron Maintenance Co. is a non-profit, non stock, Washington Corporation consisting of the owners and purchasers of property on Herron Island.

The officers of the corporation are unsalaried as are the directors. The decision to form the Herron Maintenance Co. was made on the basis of experiences of the developers in subdivisions requiring a continuous maintenance program. After sale of a subdivision has been completed, this type of organization has, in the past, proved very effective in providing purchasers with the means to continue the high standards of the recreational facilities originally provided by the developers.

The Herron Island development is unique in that the entire island is privately owned and will be served by private roads and a private ferry system to maintain the exclusiveness which is one of the most appealing features of the Island. Doing so, however leads to the responsibility on the part of the Island purchasers to maintain and operate these facilities free of public support. We believe that the assurances of continuous maintenance and operation of fine community recreation facilities, roads docks and ferry system is best provided for by the creation of Herron Maintenance Co.

The Development Company, at a considerable expense, has constructed two ferry docks. The dock on the mainland side was constructed on land leased in the name of Herron Maintenance Co. from Pierce County for one dollar a year. The dock on the Island side will be dedicated to the Herron Maintenance Co. and will likewise be dedicated to the use of the Herron Maintenance Co. The several community parks and other community facilities will be turned over to the Maintenance Co. when the plans for the completion of these facilities have been carried out.

Mr. Harold Patricio, who has made Herron Island his permanent home, has entered into an agreement with the Herron Maintenance Company to operate the ferry and take charge of the Maintenance Company facilities on the Island for a 10-year period. We feel very fortunate in having him for this work since he has had wide experience as a ferry operator and will provide the day-to-day care necessary to properly maintain all Maintenance Co. facilities.

As provided in the By-Laws of the Herron Maintenance Co., the annual assessment for each member is set at not to exceed $40 a year. When all the property is sold, this assessment should produce an annual income for the Maintenance Company in excess of $16,000 a year. We have made a careful study of the costs involved and we feel that this amount will be ample to insure operation and availability of ferry service, will cover the costs of maintaining the docks, roads, community parks and beaches with no charge to the members and their guests and will enable the Maintenance Company to set up a fund to cover depreciation of the various facilities. The funds collected from members will be deposited in a trust fund handled by independent Certified Public Accountants and will remain the property of the individual members, pro rata, until expended. As Maintenance Company expenses are incurred, they will be presented to the accounting firm and funds will be withdrawn from the Trust Account as necessary to pay the obligation.

The Herron Development Co. is vitally concerned with the proper organization and operation of the Maintenance Co. All organization cost, including legal and accounting services, have been provided at the cost of the Development Co. The Development Co. also recognizes that certain costs will be incurred in connection with road maintenance, park and beach maintenance and ferry operation which cannot be fully paid for by the Maintenance Co. until substantially all properties are sold. Since the members of the Development Co. sincerely believe that the proper organization and functioning of the Maintenance Co. is an absolute necessity, they will contribute funds as required until they are confident that the Maintenance Co. can take over its functions.

All of the incorporators and officers of the Maintenance Co. are presently members of the Development Co. While certain members of the Development Co. would like to remain active in the Maintenance Co. management through the period of sales, they urge active participation by all purchasers in the operation of the Maintenance Co. to the end that all functions of directing and managing the Maintenance Co. will be handled by the lot owners at the earliest possible time to insure a properly functioning organization after the sales program has been completed.

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ARTICLES OF INCORPORATION of HERRON MAINTENANCE CO.

KNOW ALL MEN BY THESE PRESENTS, that we, BENJAMIN M. CLIFFORD, RICHARD A. CLIFFORD, EDWARD A. CLIFFORD, PAUL O'REILLY and J.E. SWANSON, JR., residing in the State of Washington and being citizens of the United States, each being over the age of twenty-one years, and being desirous of forming a corporation under Title 24, Revised Code of Washington, relating to non-profit corporations, do hereby associate ourselves together for the purpose of forming a non-profit corporation and do make, subscribe, execute and adopt, in triplicate, the following Articles of Incorporation, and certify as follows:

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ARTICLE I

The name of the corporation shall be: HERRON MAINTENANCE CO.

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ARTICLE II

The purposes for which this corporation is formed are:

1. To purchase or otherwise acquire, construct, improve, develop, repair, maintain, operate, care for and/or dispose of parkways, playgrounds, open spaces and recreational areas, tennis courts, beaches, boat landings, floats, piers, clubhouses, swimming pools, and/or swimming areas, bathhouses, places of amusement, community buildings, community clubhouses, and in general community facilities appropriate for the use and benefit of its members, and/or for the improvement and development of the property hereinafter referred to.

2. To build, improve and maintain roadways, culverts, bridges and drainage areas, and to provide for the improving, cleaning and sprinkling of streets, and for collection and disposal of the street sweepings, garbage, ashes, rubbish and the like; to prevent the (sic) suppress fires, to provide police protection, and to make and collect charges to cover the coats (sic) and expenses therefor.

3. To improve, light, and/or maintain streets, roads, alleys, courts, walks, gateways, fences, and ornamental features now existing or hereafter to be erected or created, and shelters, comfort stations, and/or buildings and improvements ordinarily appurtenant to any of the foregoing; to improve, plant and maintain grass plots and other areas, trees and plantings within the lines of the streets immediately adjoining or within the property hereinafter described or referred to.

4. To care for any lots and plots in said property, to kill, destroy and/or remove from any said lots and plots grass, weeds, rodents, predatory animals, and any unsightly or obnoxious thing; and to take any action with reference to such lots and plots as may be necessary or desirable in the opinion of the board of trustees of said corporation, to keep the property clean and in good order; to make and collect charges therefor.

5. So far as it can legally do so, to grant franchises, rights of way and easements for public utilities or other purposes upon, over and/or under any of said property.

6. To acquire by gift, purchase, lease or otherwise, and to own, hold, enjoy, operate, maintain, and to convey, sell, lease, transfer, mortgage and otherwise encumber, dedicate for public use and/or otherwise dispose of, real and/or personal property whereever (sic) situate.

7. To keep records of building permits and/or other approvals or disapprovals made or issued by said corporation; to keep books and records showing all charges, levies, and assessments made; to furnish certified copies of any record which the board of trustees may authorize to be furnished; to issue certificates of completion and compliance covering respective parcels of property upon which buildings, structures and/or other improvements have been erected or made, all as provided in the restrictions, conditions and covenants affecting said property or portions thereof, and to make and collect charges covering the cost and expense of such acts.

8. To enforce liens, charges, restrictions, conditions and covenants existing upon and/or created for the benefit of parcels of real property over which said corporation has jurisdiction and to which said parcels may be subject to the extent that said corporation has the legal right to enforce the same, and to pay all expenses incidental thereto; and the jurisdiction of said corporation to the extent that it is authorized in aid restrictions and conditions, and covenants to enforce same and to pay the expenses in connection therewith.

9. To pay the taxes and assessments which may be levied by any public authority upon any of the said property now or hereafter used or set apart for parks, parkways, playgrounds, open areas, tennis courts, beaches, boat landings, community club houses, community club buildings, places of amusement and/or recreation areas, or upon such other recreation spaces wherever situate, as may be maintained for the general benefit and use of the owners of lots in said property; to pay taxes and assessments levied by any public authority upon improvements upon any of said property or areas so used or set apart or maintained, and whether taxed or assessed as a part of said property or areas or separately; and to pay taxes and assessments levied by any public authority upon any property which may be held in trust for said corporation.

10. To exercise such powers of control, interpretation, construction, consent, decision, determination, modification, amendment, cancellation, annulment, and/or enforcement of covenants, reservations, restrictions, liens and charges imposed upon said property, and as may be vested in, delegated to, or assigned to said corporation and such duties with respect thereto as may be assigned to and assumed by said corporation.

11. To approve and/or disapprove, as provided by restrictions, conditions and covenants affecting said property, plans and specifications for and/or location of fences, walls, poles, buildings and/or structures to be erected or maintained upon said property or any portion thereof; to approve or disapprove the kind, shape, height, and material for same and/or the plan indicating the location thereof or their respective building sites and such grading plans as may be required, and to issue permits for the same; to pay any and all expenses and charges in connection with the performance of any of said powers or the carrying out of any said purposes; to supervise construction of any buildings or structures to the extent deemed necessary by the board of trustees, and to establish rules therefor.

12. To regulate and/or prohibit the erection, posting, pasting or displaying upon any of said property billboards and/or signs of all kinds and character; and to remove and/or destroy any such billboards and signs erected or maintained upon said property without the authority of said corporation as provided in such restrictions, conditions and covenants, as may affect said property or any portion thereof.

13. To appropriate, purchase, divert, acquire and store water from streams, water courses, wells or any other source, and to distribute the water so appropriated and acquired to its members for use upon the lands of said members and for domestic purposes; to acquire, own, construct, hold, possess, use and maintain such pumping plants, tanks, pipe lines, reservoir, ditches, buildings, roads, trails and appliances, and such other property, including water rights and stock of other corporations as said corporation may from time to time desire to acquire or purchase for furnishing and supplying water to its members; provided that this corporation shall not use or dispose of such water as a public utility, but solely for the use and benefit of its members and for the irrigation of lands and domestic and other useful and beneficial purposes.

14. To fix, establish, levy, and collect annually such charges and/or assessments as may be necessary, in the judgment of the board of trustees to carry out any or all of the purposes for which this corporation is formed, but not in excess of the maximum from time to time fixed by the By-Laws.

15. To expend the moneys collected by said corporation from assessments and charges and other sums received for the payment and discharge of costs, expenses, and obligations incurred by said corporation in carrying out any or all the purposes for which said corporation is formed.

16. Generally, to do any and all lawful things which may be advisable, proper, authorized and/or permitted to be done by said corporation under or by virtue of any restrictions, conditions, and/or covenants or laws affecting said property or any portion thereof (including areas now or hereafter dedicated to public use); and to do and perform any and all acts of the foregoing powers or for the peace, health, comfort, safety, and/or general welfare of owners of said property, or portions thereof, or residents thereon.

17. To borrow money and mortgage, pledge or hypothecate any or all of the real or personal property of said corporation as security for money borrowed or debts incurred; and to do any and all things that a corporation organized under said laws of the State of Washington may lawfully do when operating for the benefit of its members or the property of its members, and without profit to said corporation.

18. Generally, to do and perform any and all acts which may be either necessary or proper for or incidental to the exercise of any of the foregoing powers and such powers granted by the provisions of Title 24, Revised Code of Washington and other laws of the State of Washington relating to non-profit corporations.

19. Nothing contained in these Articles of Incorporation shall be construed as authorizing or permitting said corporation to own, manage or operate a real or personal property for profit. It is the intention and purpose that the business of said corporation shall not be carried on for profit either to itself or for the benefit of its members, and wherever it is authorized to collect charges or assessments it shall have no power or authority to use said charges or assessments except as necessary to cover the actual cost or expense of the act, duty, power or transaction performed.

20. To have one or more offices at such place or places, either within or without the State of Washington as the board of trustees may from time to time determine or the business of the corporation require.

All of the foregoing purposes and powers are to be exercised and carried into effect for the purpose of doing, serving and applying the things above set forth for the benefit of all property, including, but without in any way limiting the foregoing, any portion or portions of certain real property known as Herron Island and the wharf site at Herron, situated in Pierce County, Washington, which is, or shall become, so subject to the jurisdiction of said corporation and which is situated in Sections 28 and 32, Township 21 North, Range 1 W.W.M. and Section 5, Township 20 North, Range 1 W.W.M., Pierce County, Washington.

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ARTICLE III

This corporation shall at all times hereafter be a joint and mutual association of the above named incorporators, and such other persons as may hereafter be admitted to membership in accordance with the by-laws of the corporation. Membership and certificates evidencing the same shall be inseparably appurtenant to tracts owned by the members, and upon transfer of ownership or contract for sale of any such tract, membership and certificate of membership shall ipso facto be deemed to be transferred to the grantee or contract purchaser. No membership or certificate of membership may be transferred, assigned or conveyed in any manner other than in the manner herein set forth. In the event of the death of a member, the membership or certificate of membership of such deceased member shall be and become the property of the personal representative of such deceased member upon appointment and qualification as such in a judicial proceeding and such personal representative shall have all of the rights, privileges and liabilities os (sic) such member until title shall be transferred or contracted to be transferred. The property in possession of this corporation shall be managed by the board of trustees hereinafter mentioned and only alienated and disposed of in accordance with the by-laws of the corporation. The interest of each incorporator or member shall be eqal (sic) to that of any other and no incorporator or member can acquire any interest which will entitle him to any greater voice, vote, authority or interest in the corporation than any other member.

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ARTICLE IV

The number of trustees of this corporation shall not be less than three (3) nor more than nine (9). The names of the trustees who shall manage the affairs of the corporation for not more than six (6) months until the trustees are elected by the members are: 
     Name                          Residence
Benjamin M. Clifford  10125 - 16th Avenue South, Seattle, Wash.
Richard A. Clifford   8028 Crest Drive, Seattle, Wash.
Edward A. Clifford    608 South 152nd, Seattle, Wash.
Paul O'Reilly         542 Windrmre (sic) Road, Seattle, Wash.
J.E. Swanson, Jr.     2020 - 43rd North, Seattle, Wash.

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ARTICLE V

The time of existence of this corporation shall be perpetual.

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ARTICLE VI

The registered office and post office address of this corporation shall be 227 Lyon Building, Seattle, King County, Washington.

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ARTICLE VII

The qualifications of the members of said corporation, the property, voting and other rights and privileges, and the liabilities to charges and assessments of the members, shall be set forth in the By-Laws of the corporation.

IN WITNESS THEREOF, we, the undersigned, the incorporators of this corporation have this 30th day of April, 1958, hereunto set our hand and seals, in triplicate.

/s/ BENJAMIN M. CLIFFORD
/s/ RICHARD A. CLIFFORD
/s/ EDWARD A. CLIFFORD
/s/ PAUL O'REILLY
/s/ J.E. SWANSON, JR.

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STATE OF WASHINGTON)
                   )as (sic)
COUNTY OF KING     )


THIS IS TO CERTIFY that on the 30th day of April, 1958, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared BENJAMIN M. CLIFFORD, RICHARD A. CLIFFORD, EDWARD A. CLIFFORD, PAUL O'REILLY AND J.E. SWANSON, JR., to me known to be the individuals described in and who executed the within and foregoing instrument, and acknowledged to me that they signed and sealed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned.

WITNESS my hand and official seal the day and year in this certificate first above written.

/s/ ELEANORE LAEUGER

NOTARY PUBLIC in and for the State of Washington, residing at Seattle.

Typed from the original 1958 version. All typographical errors are as shown in original.


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