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AMENDED BYLAWS

OF

SNOHMOMISH CASCADE HOMEOWNERS ASSOCIATION

FOR DIVISIONS I, II, AND III


ARTICLE I

NAME AND PRINCIPAL OFFICE


1. NAME:    The name of the corporation is SNOHOMISH CASCADE HOMEOWNERS ASSOCIATION, hereinafter referred to as the “ASSOCIATION”.
2. PRINCIPAL OFFICE:    The principle office of the ASSOCIATION shall be at such location as the directors may from time to time designate.


ARTICLE II

DEFINITIONS


1. “ASSOCIATION” shall mean and refer to a non-profit corporation formed to serve as an owner’s association known as the SNOHOMISH CASCADE HOMEOWNER’S ASSOCIATION, its heirs, successors and assigns.
2. “PROPERTIES” shall mean and refer to that certain real property described in the Amended Declaration of SNOHOMISH CASCADE COVENANTS, CONDITIONS, AND RESTRICTIONS of Divisions I, II, and III.
3. “COMMON AREA” shall mean and refer to Division I – Tracts A and B, Division II – Tracts C, D, and F, and Division III – Tracts B, G, H, I, J and K, reserved for the common use and enjoyment of the owners.
4. “LOT” shall mean and refer to any numbered plot of land shown upon any recorded subdivision plat of SNOHOMISH CASCADE DIVISION I, II, III except those areas specifically designated on such plats as “Tracts” or “Open Areas.”
5. “OWNER” shall mean and refer to the person or persons (including Declarant except where otherwise expressly provided) of record holding the beneficial ownership of a lot. The rights, obligations and other status of being an owner commence upon acquisition of the beneficial ownership of a lot and terminate upon disposition of such ownership, but termination of ownership shall not discharge an owner from obligations incurred prior to termination.
6. “DECLARANT” shall mean and refer to Donald H. Leavitt, its successors and assigns, if such successors and assigns should acquire more than one undeveloped lot from the declarant for the purpose of development.
7. “DECLARATION” shall mean and refer to the Amended Declaration of SNOHOMISH CASCADE, DIVISIONS I, II, III COVENANTS, CONDITIONS, AND RESTRICTIONS applicable to the properties recorded in the office of the Snohomish County Auditor.
8. “MEMBER” shall mean and refer to those persons entitled to membership as provided in the Declaration.


ARTICLE III

MEETINGS OF MEMBERS


1. ANNUAL MEETING:    The first annual meeting of the members shall be held as soon as practical after more than 88 lots have been sold in fee or under real estate contracts to homeowners. Each subsequent regular annual meeting of the members shall be held in the same month of each year thereafter at such date and time of each year as may be prescribed by the Board of Directors.
2. SPECIAL MEETING:    A special meeting of the ASSOCIATION may be called at any time by the President or by any three (3) members of the Board of Directors. A special meeting may also be called upon receipt of a written request stating the purpose of the meeting from ten percent (10%) of the voting membership of the ASSOCIATION.
3. NOTICE OF MEETING:    Written notice stating the place, day and hour of the meeting and, in the case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each owner of an occupied lot in the ASSOCIATION. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage fully prepaid thereon, addressed to the member’s address appearing on the books of the ASSOCIATION or supplied by such member to the ASSOCIATION for the purpose of notice.
4. QUORUM:    Those members present or by proxy at any annual or special meeting of the members constitute a quorum at the meeting except where a greater number is required by the Declaration, or these Bylaws.
5. PROXIES:    Voting may be in person or by proxy executed in writing and filed with the Secretary. No proxy shall be valid after the meeting for which it was solicited, unless otherwise expressly stated in the proxy, and every proxy shall automatically cease upon termination of membership.
6. MAJORITY VOTE:    The vote of a majority of the votes entitled to be cast by the members present or represented 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 these Bylaws or the Declaration. Specifically, seventy-five percent (75%) for amendments to and/or repeal of any portion of the Declaration, and sixty percent (60%) to increase maximum annual maintenance assessment beyond that amount established in Article 7.2 of the Declaration.
7. PLACE OF MEETING:    Meetings shall be held in Snohomish County, Washington, or at such place as designated by the Board of Directors.


ARTICLE IV

BOARD OF DIRECTORS


1. NUMBER:    The affairs of this ASSOCIATION shall be managed by a board of three (3) directors appointed by Declarant until the first annual meeting. After the first annual meeting, the Board of Directors shall consist of no less than two (2) nor more than five (5) members. Directors need not be members of the ASSOCIATION.
2. TERM:    The directors named in the Articles of Incorporation shall serve until the first annual meeting. At the first annual meeting, the members shall elect no less than two (2), nor more than five (5) directors. The number of directors and their term of office shall be set by each Board of Directors prior to the annual meeting, except that no director may serve for more than three (3) consecutive years.
3. REMOVAL:    Any director may be removed from the board with or without cause, by a majority vote of the members of the ASSOCIATION. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the board and shall serve for the unexpired term of his predecessor.
4. COMPENSATION:    No director shall receive compensation for any service he or she may render to the ASSOCIATION. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties with the approval of the Board of Directors.
5. ACTION TAKEN WITHOUT A MEETING:    In the absence of a meeting, directors shall have the right to take action which could have been taken at a meeting, by obtaining the written approval of all of he directors.
6. NOMINATION OF DIRECTORS:    Nomination for election to the Board of Directors may be made by a Nominating Committee appointed by the President prior to each annual meeting. The report of the Nominating Committee shall be included in the notice of the annual meeting. Nominations may also be made from the floor.
7. ELECTION:    Election to the Board of Directors shall be by written ballot. At such election, the voting membership or their proxies, may cast the vote they are entitled to exercise in respect to each vacancy.


ARTICLES V

MEETING OF THE BOARD OF DIRECTORS


1. MEETINGS:    Within ten (10) days after each annual meeting of the members, the directors elected at such meeting, and those holding over, shall hold an organization meeting for the purpose of electing offices as hereinafter provided and for transaction of such other business as may come before the board. If all directors are present at the time and place of meeting, no prior notice of such meeting shall be required to be given to the directors. All other meetings of the board shall be held at such place and time as directed by the board.
2. SPECIAL MEETINGS:    Special meetings of the Board of Directors may be called by the President, or by any two directors, after not less than three (3) days notice to each director.
3. QUORUM:    A majority of the directors shall constitute a quorum. The action of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.


ARTICLE VI

POWERS AND DUTIES OF THE BOARD OF DIRECTORS


1. GENERAL POWERS:    The Board of Directors shall have power to:
A. Adopt and publish rules and regulations governing the use of the Common Areas, personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof.
B. Suspend voting rights, and/or impose interest, or both, during any period in which such member shall be in default in the payment of any assessment levied by the ASSOCIATION. Such rights will be suspended after notice and hearing, until said assessment and interest is paid.
C. Exercise for the ASSOCIATION all powers, duties and authority vested in or delegated to this ASSOCIATION and/or reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration.
D. Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors.
E. Employ an independent contractor, or such other persons as deemed necessary, and to prescribe their duties and fix their compensation.
F. Levy assessments in accordance with Article VII, paragraph 7.2 of the Declaration.
G. Impose and foreclose a lien against any property for which assessments and/or fines are not paid within thirty (30) days after date of final notice, or to bring an action at law against the Owner personally obligated to pay the same. To enforce said lien, assessment or fine by sale of the ASSOCIATION or an organization authorized by the ASSOCIATION, in accordance with the provisions of Article VIII, paragraph 8.1 of the Declaration, and the laws of jurisdiction.
2. DUTIES:    It shall be the duty of the Board of Directors to:
A. Maintain a complete record of all of its acts and proceedings of its meetings and present at the annual meeting of the members a report reviewing the business and affairs of the ASSOCIATION for the year.
B. As more fully provided in the Declaration, to:
(1) Prepare a report for the ASSOCIATION prior to the annual meeting listing past and present assessment year receipts and expenditures, and where possible include a forecast of upcoming expenses, with adequate allowance for reserves.
(2) Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each assessment.
(3) Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each assessment period.
(4) Prepare a roster of property subject to assessment, with assessments applicable to each such property, and to keep such roster in the ASSOCIATION office subject to inspection by any Owner.
C. Issue upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.
D. Procure and maintain adequate liability and hazard insurance on property owned, leased or otherwise used by the ASSOCIATION.
E. Cause all officers or employees having fiscal responsibilities to be bonded, as it may be deemed appropriate.
F. Cause the Common Areas and any improvements thereon to be maintained.
G. Procure and maintain insurance protecting the Board of Directors and committee members appointed by the Board against liability in the course of their duties as outlined herein and in the Declaration.


ARTICLE VII

OFFICERS


1. OFFICERS:    The officers of this ASSOCIATION shall be a President, Vice-President, and Secretary/Treasurer who shall at all times be members of the Board of Directors. The Board of Directors may appoint an Assistant Secretary or Assistance Treasurer by resolution entered on its minutes. The officers shall be elected at the organization meeting of the Board of Directors each year, and the term of office shall be for a period of one year and until their successors are elected and assume office, unless such officer resigns or is removed.
2. RESIGNATION AND REMOVAL:    Any officer may be removed from office with or without cause by the board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3. VACANCIES:    A vacancy in any office may be filled by appointment by the board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces.
4. PRESIDENT:    The President shall preside at all meetings of the members of the ASSOCIATION and of the Board of Directors. The President shall sign for the ASSOCIATION such contracts and other documents as may be authorized by the Board of Directors to sign, and shall perform all acts and duties usually performed by a President or as prescribed by the Board of Directors.
5. VICE PRESIDENT:    In the absence or disability of the President, the Vice-President shall preside and perform the duties of the President. The Vice-President shall also perform such other duties as may be delegated by the Board of Directors.
6. SECRETARY:    The Secretary shall record the votes and shall keep, or cause to be kept, the minutes of all meetings and proceedings of the Board and of the members, keep the corporate seal of the ASSOCIATION and affix it on all papers requiring said seal, serve notice of meetings of the board and of the members, keep appropriate current records showing the owners of occupied lots together with their addresses, and shall perform such other duties as required by the Board.
7. TREASURER:    The Treasurer shall receive and deposit in appropriate bank accounts all monies of the ASSOCIATION and shall disburse such funds as directed by resolution of the Board of Directors, keep proper books of account, cause an annual audit of the ASSOCIATION books to be made prior to the completion of each fiscal year, and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and delver a copy of each to the members.
8. MULTIPLE OFFICES:    The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to these Bylaws.


ARTICLE VIII

BOOKS, RECORDS, SEAL


1. INSPECTION BY MEMBERS:    The books, records and papers of the ASSOCIATION shall at all times during reasonable business hours, be subject to inspection by any member.
2. CORPORATE SEAL:    The corporate seal of the ASSOCIATION shall be circular in form and shall have inscribed thereon the name of the ASSOCIATION, the state of incorporation and the year of incorporation.
3. EXECUTION OF CORPORATE DOCUMENTS:    When the execution of any instrument has been authorized by the Board of Directors without specifying the executing officer, such instrument may be executed by any two of the following officers: The President, the Vice-President, Secretary and Treasurer. The Board of Directors may, however, authorize any one of such officers to sign any of such instruments for and on behalf of the ASSOCIATION, and may designate officials or employees of the ASSOCIATION, other than those named above, who may sign such instrument.


ARTICLE IX

ASSESSMENTS


As more fully provided in the Declaration, each owner of an occupied lot is obligated to pay to the ASSOCIATION annual assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of twelve percent (12%) per annum, and the ASSOCIATION may bring an action at law against the property, and interest, costs, and reasonable attorneys’ fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessment provided for herein by nonuse of the Common Area or abandonment of his Lot.


ARTICLE X

AMENDMENTS


1. These Bylaws may be amended at a regular or special meeting of the members by an affirmative vote of not less than seventy-five percent (75%) of the total eligible members, present in person or by proxy, provided that notice of the amendment has been included in the notice of the meeting.
2. Any matter stated in these Bylaws to be or which is in fact governed by the Declaration may not be amended except as provided in such Declaration. In the case of any conflict between such Declaration and these Bylaws, the provisions of the Declaration shall control.


ARTICLES XI

MISCELLANEOUS


The fiscal year of the ASSOCIATION shall begin on the first day of January and end on the 31st day of December. The first fiscal year shall begin January 1, 1989.