ARTICLE I
The name of the corporation shall be FAIRWOOD HOMEOWNERS’ ASSOCIATION INC.

ARTICLE II
The principal office of the corporation is located at 800 - 156th Ave. N.E., Bellevue, Washington.

This corporation does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of certain of the residence lots and the common properties within that certain tract of property described as Fairwood Park Div. 1, as recorded in volume 80 of Plats, pages 27 through 32, records of King County, and to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association by annexation, as provided in Article VIII herein, and for this purpose.

a) To exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration", applicable to the property and recorded or to be recorded in the Office of the King County Auditor and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length.

b) To fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the corporation, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;

c) To acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;

d) To borrow money, to mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; and

e) To have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Washington by law may now or hereafter have or exercise.

Every person or entity who is the contract purchaser or record owner of a fee interest in any lot which is subject by covenants of record to assessment by the Developer named in the Declaration of Covenants, Conditions and Restrictions or by the Association, shall be a member of the Association: Provided, however, that if any lot is held jointly by two (2) or more persons, the several owners of such interests shall designate one of their number as the "member." The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of or the contract purchaser’s interest in any lot which is subject to assessment by said Developer or by the Association, except that the incorporators shall be eligible for membership without regard to ownership of an interest in the properties. Incorporators who are not owners or contract purchasers of any lot subject to assessment shall cease to be members of the Association at the expiration of two (2) years from the date of incorporation of the Association. Upon transfer of the fee interest to, or upon the execution and delivery of a contract for the sale of (or of an assignment of a contract purchaser’s interest in) any lot, the membership and certificate of membership in the Association shall ipso facto be deemed to be transferred to the grantee, contract purchaser or now contract purchaser, as the case may be. Ownership of, or a contract purchaser’s interest in, any such lot shall be the sole qualification for membership.

No person shall have more than one (1) membership regardless of the number of lots owned or being purchased, and the interest of each member shall be equal to that of any other member, and no member may acquire any interest which shall entitle him to any greater voice, vote or authority in the Association than any other member. In the case of lots owned jointly by two (2) or more persons, only the joint owner designated as the "member" pursuant to Article IV hereof shall be entitled to vote.

In the event that the Non-Profit Corporation Law of the State of Washington as set forth in Title 24, Revised Code of Washington is changed to permit one member of a non-profit corporation to exercise greater voting rights than another member, voting shall thereafter be according to the number of lots owned, that is, members shall be entitled to one vote for each lot in which they hold the interest required for membership by Article IV. When more than one person holds such interest in any lot, the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any lot.

The affairs of this corporation shall be managed by a Board of not less than five (5) or more than nine (9) trustees, who need not be members of the Association. The number of trustees may be changed by amendment of the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of Trustees for not less than two (2) months and not more than six (6) months and until the election of their successors are:

Name                                         Address

Phillip K. Sweigert                  14th Floor Norton Building
                                             Seattle, Washington

Dan P. Hungate                                    "

Yancey Reser                                        "

Donald L. Johnson                                 "

John C. Coughenour                               "

At the first annual meeting, which shall be held not later than six months from the date of incorporation of this Association, the members shall elect three trustees for a term of one year, three trustees for a term of two years and three trustees for a term of three years; and at each annual meeting thereafter the members shall elect three trustees for a term of three years.

The highest amount of indebtedness or liability, direct or contingent, to which this corporation may be subject at any one time shall not exceed 150 percent of its income for the previous fiscal year, provided that additional amounts may be authorized by the assent of two-thirds (2/3) of the membership.

Section 1. The Association may, at any time, annex additional residential properties and common areas to the properties described in Article III, and so add to its membership under the provisions of Article IV: Provided that annexation of additional properties other than properties within the general plan of development provided for in Section 2 hereof, shall require the assent of two-thirds (2/3) of the members of the Association. During such time as the common properties are held by the Trustee named in the Declaration of Covenants, Conditions and Restrictions, annexation of additional properties under this Section 1 shall also require the prior written approval of the Developer.

Section 2. If within 15 years from the date of recording of the Declaration of Covenants, Conditions and Restrictions applicable to the properties described in Article III, the developer should develop additional lands within the area described in Exhibit "A" attached to said Declaration, such additional lands may be annexed to the existing property without the assent of the members of this Association: Provided, however, the development of the additional lands described in this section shall be in accordance with a general plan submitted to the Federal Housing Administration with the processing papers for Fairwood Division 1. Detailed plans for the development of such lands must be submitted to the Federal Housing Administration prior to such development. If the Federal Housing Administration determines that such detailed plans are not in accordance with the general plan on file and so advises the Association and the Developer, the development of the additional lands must have the assent of two-thirds (2/3) of the members of the Association who are voting in person or by proxy at a meeting called pursuant to Article XIII hereof.

Any mortgage by the Association of the Common Properties defined in the Declaration shall have the assent of two-thirds of the members of the Association.

The Association shall have power to dedicate, or transfer all or any part of the Common Properties owned by it to any governmental unit or public agency or authority or public utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument signed by two-thirds (2/3) of the members of the Association entitled to vote has been recorded, agreeing to such dedication or transfer.

The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of the members of the Association. Upon dissolution of the Association, the assets, both real and personal of the Association, shall be dedicated to an appropriate public agency to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to purposes and uses that would most nearly reflect the purposes and uses to which they were required to be devoted by the Association.

The corporation shall exist perpetually.

In order to take action under Articles VII through XI, there must be a duly held meeting. Written notice, setting forth the purpose of the meeting shall be given to all members not less than 30 days nor more than 60 days in advance of the meeting. The presence of members or of proxies entitled to cast sixty percent (60%) of the votes shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth above, and the required quorum at such subsequent meeting shall be one-half of the required quorum of the preceding meeting. No such subsequent meeting shall be held more than 60 days following the preceding meeting. In the event that two-thirds (2/3) of the members are not present in person or by proxy, members not present may give their written assent to the action taken thereof.

Amendment of these Articles by the Association so as to change its name, its purposes, the place where its principal place of business will be, the number of its trustees, or the duration of its existence, shall be by affirmative vote of a majority of its members, but amendment of any other provision of these Articles shall require the affirmative vote of seventy-five (75%) percent of the members.

As long as title to the common properties is held by the Trustee, as provided in the Declaration, the following actions will require the prior approval of the Federal Housing Administration: Annexation of additional properties, mortgaging of Common Properties, dedication of Common Properties, dissolution and amendment to these Articles.