The undersigned hereby executes the following Articles of Incorporation for the purpose of forming a corporation under the Washington Nonprofit Miscellaneous and Mutual Corporation Act (Revised Code of Washington, Chapter 24.06).

ARTICLE I

Name

The name of this corporation is KITSAP ALLIANCE OF PROPERTY OWNERS formerly known as KITSAP ALLIANCE and KITSAP WATERFRONT & STREAMSIDE OWNERS ASSOCIATION. (Amendment AOI 0001-02 12/03/02)

ARTICLE II

Period of Duration

This corporation shall have a period of duration, which is perpetual.

ARTICLE III

Purpose

1. This corporation is organized to protect and preserve property rights of owners of waterfront and streamside real property and all other privately owned private property; and (Amendment AOI 0002-02, 12/03/02)

2. To engage in any other lawful business for which corporations may be formed under the Washington Nonprofit Miscellaneous and Mutual Corporation Act, RCW 26.04, in support of Article III.1 above.

ARTICLE IV

Members

This corporation shall have members of two classes: Voting and Associate non-voting. The relative rights and responsibilities of each member of each class will be identical to those of each other member of that class. Any person who or corporation which is interested in forwarding the purposes of this corporation which are described in Article III, willing to pay the applicable annual membership fee established from time to time by the Board of Directors, and either is a resident or owner of real property or have an interest within Kitsap County, Washington, may become a member of this corporation upon receiving the affirmative majority vote of the Board of Directors voting at a meeting at which a quorum is present. A person's membership may be terminated by the vote of two-thirds (2/3) of the Board of Directors voting at a meeting at which a quorum is present. Any property held in trust, in an estate, in a corporation, partnership, or Limited Liability Company may have a person designated to act for it. (Amendment AOI 0003-02 12/03/02)

ARTICLE V

No Capital Stock

This corporation shall not be authorized to issue capital stock of any kind.

ARTICLE VI

Distributions upon Dissolution

Upon dissolution or final winding up of this corporation under the laws of the State of Washington, all of its assets remaining after payment of creditors will be distributed, or sold and the sales proceeds distributed, to the members of this corporation in equal shares, except anyone who makes contributions in excess of $1000 shall be in a separate class, for this sole purpose, that shall be accounted for separately and allocated as a class by the Board to be returned to them.

ARTICLE VII

Limitation on Dissenter's Rights

If, as permitted under applicable law, any member of this corporation dissents from (a) any plan of merger or consolidation to which this corporation is a party; (b) any sale or exchange of all (or substantially all) of the property and assets of this corporation not made in the usual and regular course of its business (including a sale in dissolution); (c) any amendment to the Articles of Incorporation which changes the voting or property rights of the members other than by changing the number of memberships; or (d) any amendment to these Articles of Incorporation which reorganizes the corporation under the provisions of RCW 26.04, then such member shall be entitled only to a return of the consideration paid for such member's membership in the corporation or, if less, the then-current fair market value of that membership.

ARTICLE VIII

Registered Office and Agent

A. The street address of this corporation's initial registered office is 1080 NE Forrest Rock Lane, Poulsbo, Washington 98370.

B. Jean R. Sherrard is the corporation's initial registered agent at such office.

ARTICLE IX

Initial Directors

The initial Board of Directors of this corporation consists of three (3) directors. The names and addresses of such directors are as follows:

Name, Address

JEAN R. SHERRARD, 1080 NE Forrest Rock Lane, Poulsbo, Washington 98370

KARL DUFF, 6112 Wynn Jones Rd, Port Orchard, Washington 98366

RON ROSS, 905 Paulson, Poulsbo, Washington 98370

These initial directors shall serve until the next annual meeting of members or until the election and qualification of their successors. The number of directors constituting the Board of Directors of this corporation may be increased or decreased from time to time in the number specified in the Bylaws of this corporation. Any director may be removed for cause by the vote of two-thirds (2/3) of the Board of Directors, and with or without cause by the vote of two-thirds (2/3) of the members of this corporation.

ARTICLE X

Incorporator

The name and address of the incorporator of this corporation is as follows:

JEAN R. SHERRARD, 1080 NE Forrest Rock Lane, Poulsbo, Washington 98370

ARTICLE XI

Director Liability

A director of the corporation shall nor be personally liable to the corporation or its members for monetary damages for the conduct as a director, except for the liability of the director for: (i) acts or omissions that involve intentional misconduct or a knowing violation of the law by the director, or (ii) any transaction from which the director will personally receive benefit in money, property, or services, to which the director is not legally entitled. If applicable law is amended to authorize corporate actins further eliminating or limiting personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the law, as so amended. Any repeal or modification of the foregoing paragraph by the members of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE XII

Indemnification

The corporation shall indemnify it's directors against all liability, damage, or expense resulting from the fact that such person is or was a director, to the maximum extent and under all circumstances permitted by law.

ARTICLE XIII

Notice of Regular Member's Meetings

Notice of regularly scheduled members' meetings (other than the annual meeting) may be given by providing each member with the adopted schedule of regular meetings for the ensuing year at any time after the annual meeting and ten (10) days prior to a regular meeting when requested by a member. Alternatively, notice may be given in any other manner prescribed by the Washington Nonprofit Miscellaneous and Mutual Corporation Act.

ARTICLE XIV

Amendment

This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by statute. All rights of the corporation and all powers of the directors of the corporation are granted subject to this reservation.

Dated this 18th day of September, 2000.

_________(signed)_________

JEAN R. SHERRARD

Incorporator

Verified as properly corrected including amendments approved this 3rd day of December 2002.

_________(signed)__________

David Henden

Secretary

Amendment AOI 0001-02 - Article I

Amendment AOI 0002-02 – Article III, Section 1

Amendment AOI 0003-02 – Article IV

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KAPO Articles of Incorporation