Document Title(s)                                                                                                              PAGE 1

      _____________ARTICLES OF INCORPORATION_______________ 
_____________FOR THE COUGAR MOUNTAIN_______________         
                                  WATER ASSOCIATION___________________                                                     

Grantor(s) 
             COUGAR MOUNTAIN WATER ASSOCIATION________                

Grantee(s)

                                                           THE PUBLIC________________________                                               

Legal description
 
______________________________________________________________________________                                                                                                                                                       

Assessor’s Property Tax Parcel/Account Number

______________________________________________________________________________                                                                             

AMENDED ARTICLES OF INCORPORATION FOR THE COUGAR MOUNTAIN WATER ASSOCIATION

                                                     ADOPTED _______________

                                                   Article I      

            The name of the corporation shall be the Cougar Mountain Water
Association.

                                                             Article II

            The period of duration of the corporation shall be perpetual.

                                                             Article III

            The purpose for which the corporation is organized is to own and operate
a non-profit water association, furnishing water to members of the
Association.

                                                             Article IV

Section 1.

            This corporation is one which does not contemplate monetary gain or 
profit to the members thereof, and no part of any net earnings thereof
shall apply to the benefit of any member or other individual.

Section 2.

             The interest of each member of the corporation shall be equal to that
of any other member.  Each member shall have one vote on all voting
issues providing dues and assessments are current.

                                                             Article V

             The principal place of business of the corporation will be 17911 Cougar Mountain Trail S.E. Yelm, Washington 98597.  The registered agent for the associat1on is ______________.

                                                             Article VI

Section 1.

            The management of the corporation will be vested in a Board of Directors
consisting of not less than five (5) members; the numbers, qualifications, terms of office, manner of election, time and place of meeting, and the powers and duties of directors shall be such as are prescribed by the Bylaws.

Section 2.

            From among their numbers the directors shall elect a president and vice
president to perform duties as prescribed in the Bylaws.

Section 3.

            The Board of Directors shall appoint or hire a secretary and a treasurer to perform duties as prescribed in the Bylaws.

       	Article VII

            The membership of this association shall consist of the registered owners of lots designated in "Exhibit A" as set forth in the Bylaws of the Association for which shares have been purchased.

                                                               Article VIII

            The corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles in a manner now or hereafter prescribed by statute, and all rights conferred upon the members of the corporation herein are granted subject to this reservation.

                                                                 Article IX

             The persons to whom net assets of the corporation are to be distributed in the event the corporation is dissolved are the members of the corporation in good standing.

               COUGAR MOUNTAIN WATER ASSOCIATION

                              By                                                                                .
                                                               President
                               By                                                                               .
                                                                Secretary

                                                    STATE OF WASHINGTON)
                                               	                                                      ) ss.
                                                                   County of Thurston)

On this day personally appeared before me ___________________________ and ________________, to me known to be the President and Secretary, respectively, of the COUGAR MOUNTAIN CAMP WATER ASSOCIATION, the corporation that executed the foregoing instrument, and acknowledged to me that they were authorized to execute the same on behalf of said corporation, for the uses and purposes therein mentioned.
	GIVEN under my hand and official seal this ___ day of _____, 20__.

                                             Exhibit A

                                                        January __, 20__

Resolved--that the area served by the Cougar Mountain Water Association is hereby defined to consist of the parcels identified on the Thurston County Assessor's map for Section 34, T16N, R2E, W.M. and numbered as follows.

22-0010	22-0006	22-0017	22-0026	22-0022			
22-0015	22-0004	22-0005	22-0003	22-0024		
22-0023		22-0020	22-0021	22-0025			
22-0002	22-0014	22-0011	22-0008	22-0013			
22-0007	22-0019	22-0018	22-0027	22-0009			
22-0012	22-0016						
23-18	23-21	23-09	23-15	23-24	23-25	23-31	
23-19	23-30	23-22	23-27	23-02			
23-16	23-17	23-13	23-28	23-2801			
23-32	23-33	23-10	23-20	23-08			
23-14	23-26.	23-29	23-11	23			
23-01	23-03	23-35	2:3-36	23-34			
23-04	23-37	23-38	23-39	23-05			
23-07	23-12	32-11	32-09	32-10			
32-08	32-13	32-03	32-01	32-02			
32-07	32-G5	32-04	32-06	31-03			
31-07	31-08	3101	31-04	31-05			
31-06	31-02						

Also served are:         1) the current George Berger residence on parcel 22 
                                     2) the current Harvey Rustman residence and store on parcel 21-08 
                                     3) the current Darrell Jensen residence on Section 33 TIGN, 
                                         R2E,WM, approximately located and identified as lot "A-1” on the 
                                         attached copy of the above cited map
                                     4) the current Joe Berger residence between parcels 31-07 and 31-08
                                          with boundaries approximate1y located on the attached map and   
                                            there identified as "A-2"