Articles of Incorporation
of the Wilson Ranch Association

The following Articles of Incorporation were filed & recorded with the Secretary of State March 19, 2001, recording number 602 107 529. This file was created for clarification & readability. Hardcopies of the originally signed documents can be obtained from the Secretary of State.

Article 1       Name	Article 8    VA/HUD Approval
Article 2      Duration	Article 9    Dissolution
Article 3      Purposes and Powers	Article 10    Merger & Consolidation
Article 4      Membership	Article 11   Ammendments
Article 5     Board of Directors	Article 12    Incorporator
Article 6     Limitation of BOD Liability	Article 13 Registered Agent and Office
Article 7    Indemnification	Signature Pages

METHOW VALLEY, L.L.C., a Washington limited liability company, for the purpose of forming a nonprofit corporation under Chapter 24.03 of the Revised Code of Washington, adopts the following Articles of Incorporation:

ARTICLE 1
NAME

The name of the corporation is Wilson Ranch Association.

ARTICLE 2
DURATION

The Association shall have perpetual duration.

ARTICLE 3
PURPOSES AND POWERS

The Association does not contemplate pecuniary gain or profit, direct or indirect, to its members.

3.1 In way of explanation and not of limitation, the purposes for which the Association is formed are:

(a)to be and constitute the Association to which reference is made in the Amended and Restated Declaration of Covenants, Conditions, Restrictions and Easements for Wilson Ranch (hereinafter the Declaration), recorded or to be recorded in the Records of Okanogan County, Washington, to perform all obligations and duties of the Association, and to exercise all rights and powers of the Association, as specified therein, in the Bylaws of the Association Bylaws) and as provided by law; and

(b) to provide an entity for the furtherance of the interests of the Owners in the Wilson Ranch property.

3.2 In furtherance of its purposes, the Association shall have the following powers, which, unless indicated otherwise by the Declaration or Bylaws, may be exercised by the board of directors:

(a) all of the powers conferred upon nonprofit corporations by common law and the statutes of the State of Washington in effect from time to time;

(b) all of the powers necessary or desirable to perform the obligations and duties and to exercise the rights and powers set out in these Articles, the Bylaws, or the Declaration, including, without limitation, the following:

(i) to fix and to collect assessments or other charges to be levied;

(ii) to manage, control, operate, maintain, repair, and improve property subjected to the Declaration or any other property for which the Association by rule, regulation, declaration, or contract has a right or duty to provide such services;

(iii) to enforce covenants, conditions, or restrictions affecting any property to the extent the Association may be authorized to do so under the Declaration or Bylaws;

(iv) to engage in activities which will actively foster, promote, and advance the common interests of all Owners of property subject to the Declaration;

(v) to buy or otherwise acquire, sell, or otherwise dispose of, mortgage, or otherwise encumber, exchange, lease, hold, use, operate, and otherwise deal in and with real, personal, and mixed property of all kinds and any right or interest therein for any purpose of the Corporation;

(vi)to borrow money for any purpose;

(vii) to enter into, make, perform, or enforce contracts of every kind and description, and to do all other acts necessary, appropriate, or advisable in carrying out any purpose of the Association, with or in association with any other association, corporation, or other entity or agency, public or private;

(viii) to act as agent, trustee, or other representative of other corporations, firms, or individuals, and as such to advance the business or ownership interests in such corporations, firms, or individuals;

(ix) to adopt, alter, and amend or repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, such Bylaws may not be inconsistent with or contrary to any provisions of the Declaration; and

(x )to provide any and all supplemental services as may be necessary or proper.

3.3 The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; and the powers specified in each of the paragraphs of this Article 3 are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provisions of this Article 3.

ARTICLE 4
MEMBERSHIP

The Association shall be a membership corporation without certificates of shares of stock.Each Owner of a Lot (as such capitalized terms are defined in the Declaration) subject to the Declaration is a member and shall be entitled to vote as set forth herein and in the Declaration and the Bylaws.

ARTICLE 5
BOARD OF DIRECTORS

The business and affairs of the Association shall be conducted, managed, and controlled by a board of directors.The board shall initially consist of three (3) members which shall be increased to five (5) members as and when specified in the Association’s Bylaws.The names and addresses of the initial board of directors are as follows:

The method of election, term of office, removal and filling of vacancies shall be as set forth in the Bylaws.The board may delegate such operating authority to such companies, individuals, or committees as it, in its discretion, may determine.

ARTICLE 6
LIMITATION OF DIRECTORS’ LIABILITY

No director shall have liability to the Association or its members for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by the director, or 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 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 the directors of the Association shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended.Any repeal or modification of this Article shall not adversely affect any right of protection of any director of the Association existing at the time of such repeal or modification for or with respect to any act or omission of such director occurring prior to such repeal or modification.

ARTICLE 7
INDEMNIFICATION

To the full extent permitted by the Washington Nonprofit Corporation Act, each member of the Board of Directors, each member of an Association committee, each officer of the Association, the Declarant who filed the Declaration and the Manager of the Association shall be indemnified by the Association against all expenses and liabilities, including attorneys’ fees, reasonably incurred by or imposed in connection with any proceeding to which he or she may be a party or in which he or she may become involved by reason or holding or having held such position, or any settlement thereof, whether or not he or she holds such position at the time such expenses or liabilities are incurred, except to the extent such expenses and liabilities are covered by insurance and except in such cases wherein such person is adjudged guilty of willful misfeasance in the performance of his or her duties; provided that, in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being for the best interests of the Association.Nothing herein shall, however, be deemed to obligate the Association to indemnify any Owner under the Declaration who is or has been a Board member or officer of the Association with respect to any duties or obligations assumed or liabilities incurred by such Owner under and by virtue of the Declaration as an Owner of a Lot covered thereby.

ARTICLE 8
VA/HUD APPROVAL

As long as the Declarant (as such term is defined in the Declaration) has the right to appoint and remove the directors and officers of the Association as provided in the Bylaws, the following actions shall require the prior approval of the U.S. Department of Veterans Affairs (VA), so long as the Property is approved by the VA for the guaranteeing of mortgages, and the U.S. Department of Housing and Urban Development (HUD), so long as the Property is approved by HUD for the insuring of mortgages:(i) annexation of additional property to Wilson Ranch, except for annexation by Declarant in accordance with Article 13 of the Declaration pursuant to a plan of annexation previously approved by the VA and/or HUD, as applicable; (ii) mergers and consolidations; (iii) mortgaging of all or portions of the Common Area (as such term is defined in the Declaration); (iv) dedication of Common Area to any public entity; (v) dissolution; and (vi) amendment of these Articles of Incorporation.

ARTICLE 9
DISSOLUTION

The Association may be dissolved only upon a resolution duly adopted by the board of directors and the affirmative vote of members who are Owners of not less than two-thirds (2/3) of the Voting Units (other than the Declarant) and the consent of the Declarant so long as the Declarant owns any property subject to the Declaration or which may be unilaterally subjected to the Declaration by the Declarant.Upon dissolution of the Association, so long as the VA is guaranteeing and/or HUD is insuring any mortgage in Wilson Ranch, and unless otherwise agreed in writing by HUD or VA, as applicable, any remaining real property assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created.In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.No such restriction shall exist if VA is not guaranteeing or HUD is not insuring any mortgage within Wilson Ranch; provided, however, HUD and/or VA shall be notified of such dissolution.

ARTICLE 10
MERGER AND CONSOLIDATION

The Association may merge or consolidate only upon a resolution duly adopted by the board of directors and the affirmative vote of members who are Owners of not less than two-thirds (2/3) of the Voting Units (other than the Declarant) and the consent of the Declarant so long as the Declarant owns any property subject to the Declaration or which may be unilaterally subjected to the Declaration by the Declarant.

ARTICLE 11
AMENDMENTS

These Articles may be amended only upon a resolution duly adopted by the board of directors and the affirmative vote of at least two-thirds (2/3) of the Voting Units; provided, however, no members shall be entitled to vote on any amendment to these Articles of Incorporation for the sole purpose of complying with the requirements of any governmental (including, without limitation, HUD or VA) or quasi governmental entity or institutional lender authorized to fund, insure or guarantee mortgages on individual Lots, as such requirements may exist from time to time, which amendments may be adopted by the board of directors.

ARTICLE 12
INCORPORATOR

The name and address of the sole incorporator is Methow Valley, L.L.C., 1938 Fairview Avenue E., Suite 300, Seattle, Washington 98102.

ARTICLE 13
REGISTERED AGENT AND OFFICE

The initial registered office of the Association is 500 Galland Building, 1221 Second Avenue, Seattle, Washington 98101-2925, and the initial registered agent at such address is Hillis Clark Martin & Peterson, P.S.

In Witness Whereof, the undersigned duly authorized officer of the incorporator, has executed these Articles of Incorporation this _____ day of _______________, 2001.

METHOW VALLEY, L.L.C.,
a Washington limited liability company

By:R. D. Merrill Company
Its Manager and Member



By_______________________________
Charles B. Wright III
CEO and Chairman

CONSENT TO SERVE AS REGISTERED AGENT

HILLIS CLARK MARTIN & PETERSON, P.S., hereby consents to serve as Registered Agent in the State of Washington for Wilson Ranch Association.It is understood that, as agent for the Association, Hillis Clark Martin & Peterson, P.S., will have the responsibility to receive service of process in the name of the Association; to forward all mail to the Association; and to immediately notify the office of the Secretary of State in the event of its resignation, or of any changes in the registered office address of the Association for which it is agent.

HILLIS CLARK MARTIN & PETERSON, P.S.



By_____________________________________
Steven R. Rovig
Its Vice President

Address:
500 Galland Building
1221 Second Avenue
Seattle, Washington 98101-2925