Articles of Incorporation of Willow Bend Homeowners Association, Inc.

The undersigned incorporator, for the purpose of forming a nonprofit corporation under the Idaho Nonprofit Corporation Act, adopts the following Articles of Incorporation:

Article I — Name

The name of the corporation is Willow Bend Homeowners Association, Inc. (the “Corporation”).

Article II — Duration

The Corporation shall have perpetual duration.

Article III — Purpose

The Corporation is organized as a mutual-benefit nonprofit corporation to promote the health, safety, and welfare of the owners of lots within Willow Bend Subdivision, Meridian, Ada County, Idaho (Ada County plat Instrument No. 104098765), and to:

1. Own, operate, maintain, and improve Association Property, including the clubhouse, pool and spa, pickleball courts, bowling alley, playground, mail kiosks, common landscaping and irrigation, and the twelve-acre willow-corridor linear park;
2. Administer and enforce the Declaration of Covenants, Conditions and Restrictions of Willow Bend (to be recorded), including architectural control consistent with the community’s shou sugi ban / charcoal street-elevation character;
3. Levy, collect, and disburse assessments; and
4. Engage in any lawful activity related to the foregoing and permitted to nonprofit corporations under Idaho law.

The Corporation is not organized for profit. No part of its net earnings shall inure to the benefit of any member, director, or officer except as reasonable compensation for services or as permitted distributions upon dissolution consistent with these Articles and the Declaration.

Article IV — Members

The Corporation shall have members. Membership is appurtenant to ownership of a residential lot in Willow Bend. Voting rights and membership classes, if any, shall be as set forth in the Declaration and Bylaws. There shall be one vote per lot unless the Declaration provides otherwise.

Article V — Registered Office and Agent

The initial registered office of the Corporation in the State of Idaho is located in Ada County. The initial registered agent’s name and street address shall be as stated on the filing with the Idaho Secretary of State. The Board may change the registered office and agent as provided by law.

Article VI — Board of Directors

The affairs of the Corporation shall be managed by a Board of Directors. The number of Directors shall be five (5), unless changed by the Bylaws, but shall not be fewer than three (3). The initial Directors shall be appointed by the Declarant, Westfield Homes, and thereafter Directors shall be elected by the members as provided in the Bylaws, for staggered three-year terms.

Article VII — Incorporator

The name and address of the incorporator is Westfield Homes, an Idaho corporation, Meridian, Ada County, Idaho.

Article VIII — Limitation of Liability

To the fullest extent permitted by the Idaho Nonprofit Corporation Act as amended from time to time, a Director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a Director, except for liability for (a) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or (b) any transaction from which the Director derived an improper personal benefit.

Article IX — Indemnification

The Corporation shall indemnify its Directors and officers to the fullest extent permitted by Idaho law, and may purchase insurance for that purpose.

Article X — Dissolution

Upon dissolution, assets of the Corporation shall be distributed as provided in the Declaration and Idaho law, first to satisfy valid obligations, then for purposes related to the common property and welfare of Willow Bend lot owners, and shall not be distributed to members except as permitted for mutual-benefit corporations under Idaho law and the Declaration (including conveyance thresholds applicable to Association Property).

Article XI — Amendment

These Articles may be amended as provided by the Idaho Nonprofit Corporation Act and the Bylaws, provided that no amendment shall be inconsistent with the Declaration as recorded.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 22nd day of May, 2006.

WESTFIELD HOMES
By: _______________________________ Incorporator / Authorized Officer

Filed with the Idaho Secretary of State · Entity No. W-44821 · 22 May 2006