ARTICLE I

The name of the corporation is SURF PINES ASSOCIATION, and its duration shall be perpetual.

ARTICLE II

PURPOSE AND BOUNDARY

The purpose or purposes for which said corporation is organized are:

1. To engage without profit to its members in such activities as may promote, by mutual cooperative efforts, the health, recreation, safety, welfare and common good of the members of the Association who are residents of or owners of property in the community known as Surf Pines, the boundaries of which are more particularly described in Exhibit "A", dated September 10, 1988, attached hereto and by this reference incorporated herein.

2. To provide for the maintenance, preservation and operation of the properties used for community purposes in said community, known as community properties, for the benefit of the members who are residents or owners of property within said community.

3. To provide, maintain and operate parks, athletic facilities and other recreational facilities which will be for the mutual benefit of the members who are residents or owners of property within said community.

4. To engage in lawful activity for which corporations may be organized under the nonprofit laws of the State of Oregon.

6. No part of the net earnings of the corporation shall inure to the benefit of any private member or individual, and no part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or otherwise intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE III

The address, including the street and number of the registered office of the corporation is:

33317 Surf Pines Lane, Warrenton, Oregon 97146 [Amended, 9-2000]

and the name of its Registered Agent is:

Initial Board of Directors

The number of directors constituting the initial board of directors shall be five and their respective names and addresses (including street and number, if any) of the persons who are to serve as the initial board of directors are:

Richard Schroeder U. W. Raglione
P.O. Box 76 4418S. E. 50th
Gearhart, OR 97138 Portland, OR 97206

D. F. Williamson

3909 5. W. 52nd Place

Portland, OR 97221

ARTICLE V

The name and address, including street and number, of the above-named incorporator is:

JOHN J. COUGHLIN

807 Electric Building

621 S.W. Alder Street

Portland, OR 97205

ARTICLE VI

MEMBERSHIP

All owners of property located within the boundaries of that certain tract of land described in Exhibit A dated October 3, 1995 and attached hereto and incorporated herein, may become members of the Association either upon purchase of a property already a part of the Surf Pines Association or by applying for and being accepted for membership via Exhibit B attached hereto and incorporated herein. When a member sells his or her interest in such property, then the selling member’s rights attributable to that property shall terminate and the party acquiring the property shall become a member upon transfer of title. Ownership assessments and voting rights are defined in Article X (ASSESSMENTS AND CHARGES) and Article XIV (voting rights), respectively. [Amended 9-18-93 and 8-2-97]

BOARD OF DIRECTORS

Folowwing the Annual Meeting in 2002, the number of directors constituting the BOARD OF DIRECTORS of the SURF PINES ASSOCIATION shall be five (5). Each Board member shall serve for a term of three (3) years. Board terms shall be staggered so that two members are elected in 2003 and two members are elected in 2004 and one member is elected in 2005, and every three (3) years thereafter. Election of Board Members shall occur at the annual meeting of the Association. Each Director so elected shall serve until a successor is elected to take office. Directors must be members, in good standing, of the Association.

The Board of Director positions shall be numbers one (1) through five (5). Board Member terms shall expire as of the Annual membership meeting in the following years and every three (3) years thereafter:

POSITION #1 2003
POSITION #2 2004
POSITION #3 2005
POSITION #4 2003
POSITION #5 2004

Directors may be removed from office by a majority vote of the duly qualified members present and acting in person or voting by proxy at a regular meeting or a special meeting called for the purpose of considering such removal. Any meeting at which such action is taken shall be preceded by notice of such intent in accordance with the applicable notice procedures of the bylaws. [Amended 9-18-93 and 8-4-01]

ARTICLE VII

BOARD OF DIRECTORS’ Indemnification

Every officer and director of the corporation shall be indemnified by the corporation against all liabilities and expenses, including attorneys fees, which may be incurred by or imposed upon him or her in connection with any matter or proceeding in which he or she may become involved by reason of his or her being or having been a director or officer of the corporation, except in cases where the officer or director is adjudged guilty of willful misfeasance or malfeasance in performance of his or her duties. Such indemnification shall include settlements which are in the best interest of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled.

CONTROL OF CORPORATE PROPERTY

The board of directors shall have the responsibility for the management, maintenance and control of the assets of the corporation. Provided, however, there shall be no sale, assignment or other transfer of ownership or privilege of use of the assets of the corporation other than items authorized by the adopted budget without same being approved by a 2/3 vote of the member votes represented by members present and acting in person or voting by proxy at a regular meeting or a special meeting called for the purpose of considering such action. Any meeting at which such action is taken shall be preceded by notice of such intent in accordance with applicable notice procedures of the Bylaws. [Amended, 9-2000]

ARTICLE X

ASSESSMENT AND CHARGES

Commensurate with the responsibility of Article IX CONTROL OF CORPORATE PROPERTY, the Board of Directors shall establish charges and assessments for the use and maintenance of the corporation’s property. Such assessments and charges shall be approved by a majority vote of the member votes represented by members present and acting in person or voting by proxy at a regular meeting or a special meeting called for the purpose of approving such assessments and charges. Any meeting to establish assessments and charges shall be preceded by appropriate notice as per Article IV of the Bylaws. The Board of Directors may establish a special assessment of up to $100 as per Article IX [9.3] of the Bylaws without a membership vote.

Each buildable tax lot is subject to a quarterly assessment by the Surf Pines Association for the use and maintenance of the corporation’s property. Unimproved property shall be assessed at one-half the assessment on improved property. [Amended 8-2-97]

ARTICLE XI

DISENFRANCHISEMENT

Members who fail to pay fees and assessments within sixty (60) days of the date fees or assessments are due shall be disenfranchised from voting. Disenfranchisement shall mean that neither such delinquent members presence nor proxies shall be counted for purposes of determining or computing quorum or to determine the number of votes necessary to pass an action upon which a vote of the membership is required.

Such delinquent members shall not be entitled to vote on any matter to come before the corporation. At such time as the disenfranchised member pays the fees or assessments that are delinquent, the member’s right to vote on all matters and to be counted for purposes of quorum and numbers of votes necessary to pass actions for which a vote of the membership is required shall be immediately reinstated.

Any person who acquires title to property from an owner who is disenfranchised shall also be disenfranchised until the delinquent fees and assessments which caused the original disenfranchisement are paid. [Amended, 9-2000]

ARTICLE XII

QUORUM

The vote of a majority of the votes entitled to be cast by the duly qualified members present and acting in person or voting by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members unless a greater proportion is required by Oregon nonprofit corporation statutes, these Articles of Incorporation or the corporation’s Bylaws. Those duly qualified member votes represented by members present in person or by proxy at any annual or special meeting of members constitute a quorum at the meeting.

DISSOLUTION

The corporation may be dissolved only upon a vote of the membership. In order to approve a dissolution of the corporation, such action must receive not less than 2/3 of the total duly qualified member votes entitled to vote.

Such vote may be in person or by proxy at a regular meeting or a special meeting called for the purpose of considering such action. Any meeting at which such action is taken shall be preceded by notice of such intent in accordance with the applicable notice procedures of the Bylaws.

Upon dissolution of the corporation, the assets, both real and personal, of the corporation shall be dedicated to an appropriate municipal corporation or other public agency to be devoted to purposes as nearly as practical the same as those to which they were required to be devoted by the corporation. In the event that such dedication is refused, such assets shall be granted, conveyed and assigned to any like nonprofit corporation, association, trust or other organization, who will devote such assets to the purposes and uses to which they were required to be devoted by this corporation.

ARTICLE XIV

VOTING RIGHTS

Each member shall be entitled to maximum of one vote with the following exceptions:

1. Multiple owners of a single property shall designate one member to cast one vote.
2. Identical owners of more that one property shall designate one member to cast one vote on all properties so owned. [Amended 8-2-97]

Exhibit A - boundaries

EXHIBIT B - APPLICATION FOR MEMBERSHIP

IN

SURF PINES ASSOCIATION

The following persons ______________________________, ____________________________,

_____________________________, ____________________________, _________________________, owners of buildable tax lots located in Clatsop County, Oregon, and within the boundaries described in Exhibit A hereby apply for membership in SURF PINES ASSOCIATION [the Association], a corporation organized under the Oregon Nonprofit Corporation Law and, pursuant to the acceptance of our application b the Association hereby agree, one and all, to comply with and be bound by the Articles of Incorporation and Bylaws of the Association and the actions of the members and the Board of Directors of the Association taken pursuant thereto. We further accept the contractual obligation to pay membership dues in exchange for membership benefits which include the use and maintenance of all common property held by the Association for the benefit of its members.

We further agree that for purposes of voting on any matter coming before the members of the Association,

_________________________________________ is empowered to cast the one vote to which ownership of the above property entitles us.

We further agree that all official mailings from the Association, excluding any Newsletter, should be mailed to __________________________________ at the address specified below:

Street: ____________________________________

City: _________________________ State: ____ ZIP: ___________

We further agree that, upon acceptance of this application for Membership by the Surf Pines Association, this Agreement shall be binding on the heirs, personal representatives, successors and assigns of the undersigned.

Dated: _____ day of ________________, 20__

Signature: ______________________________________________

Signature: ______________________________________________

Signature: ______________________________________________

Signature: ______________________________________________

Signature: ______________________________________________

Acceptance of Membership Application by Surf Pines Association:

Signature: _________________________________ Office ___________________

Held ___________________________

Dated the _________ of ____________________, 20 ___

Map No.: __________________ Tax Lot No.: ______