Table of Contents. Bylaws of Fairway Village Homeowners Association: As of 06/05/08 Page 1

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1 EXHIBIT "D" T DECLARATIN F CNDMINIUM F FAIRWAY VILLAGE Bylaws of Fairway Village Homeowners Association: Table of Contents ARTICLE I - Principal ffice ARTICLE II - Membership Section 1. Members. Section 2. Meetings; Quorum; Adjournment. Section 3. rder of Business. Section 4. Election of Trustees; Cumulative Voting. Section 5. Proxies Section 6. Informal Action by Members Section 7. Liabilities and Property Rights of Section 8. Voting. Section 9. Voting Member. Section 10. Joint wner Disputes. Section 11. Pledged Votes Section 12. Declarant Acting for Members. ARTICLE III - Board of Trustees Section 1. Number of Trustees. Section 2. Powers of Trustees. Section 3. Election and Term of ffice. Section 4. Vacancies. Section 5. Place of Meeting. Section 6. Annual Meeting, Section 7. Special Meetings Section 8. Waiver of Notice. Section 9. Adjournment. Section 10. Removal. Section 11. Compensation Section 12, Initial Board Section 13. Voting. ARTICLE IV - fficers Section 1. fficers, Section 2. Election Section 3. Vacancies. Section 4. Removal Section 5. President Section 6. Vice-President. Section 7. Secretary/Treasurer. Section 8. Salaries. Section 9. Fidelity Bonds. ARTICLE V Amendment of Bylaws ARTICLE VI Annual Accounting ARTICLE VII Miscellaneous Section 1. Delegation Section 2. Notices Section 3. ther Powers Members As of 06/05/08 Page 1

2 ARTICLE I - Principal ffice The principal office for the transaction of the business of the Association is hereby fixed and located at W.7508 Johannsen Road, Nine Mile Falls, Wa The Board of Trustees may at any time or from time to time change the temporary or permanent location of the principal office. ARTICLE II - Membership 0 Section 1. Members. There shall be one class of members; each of whom shall be owner of one residential unit in the horizontal property regime known as the Fairway Village as recorded in Volume 4 of Condominiums, pages 73-75_/ records of Spokane County, Washington. Where a unit is held in co-ownership or joint tenancy, such co-owners or joint tenants shall collectively constitute one member. Each member shall be entitled to voting rights equal to the percentage interest in the common areas of Fairway Village appertaining to the apartment unit or units owned by such member as provided for in the Declaration of Condominium of Fairway Village. 0 Section 2. Meetings; Quorum; Adjournment. The annual meeting of the Association shall be held on the 8th day of March of each year at Fairway Village on that portion of the common areas identified in the Plat of Fairway Village which is designated by the Board of Trustees. Special meetings of the members may be called by a majority of the Board of Trustees, or upon request by members holding not less than one-third (1/3) of the voting power of members, except only as provided for in subparagraph 25A of the Declaration of Condominium. Notice of annual and special meetings of the members shall specify the date, hours, and place of meeting and shall be given to each member personally or sent to each member by mail, charges prepaid, addressed to him at his address as shown upon the records of the Association. If any mortgagee, institutional or otherwise, so requests in writing, notice shall be mailed to it and each such mortgagee shall be permitted to a representative to attend all such meetings. All such notices of As of 06/05/08 Page 2

3 regular or special meetings shall be given at least ten (10) days but not more than sixty (60) days in advance of the specified date of meeting and shall specify the general nature of business to be transacted. The presence in person or by proxy of members holding in excess of fifty percent (50%) of the voting. power shallconstitute a quorum for the transaction of business at any annual or special meeting. If any meeting of the members cannot be organized because a quorum has not attended, the members who are present, either in person or by proxy, may adjourn the meeting for at least ten days and adequate notice of the new date shall be given as described in this section. 0 Section 3. rder of Business. The order of business at all Association meetings shall be as follows: (a) Roll call. (b) Proof of notice of meeting or waiver of notices. (c) Reading of minutes of preceding meeting. (d) Reports of officers. (e) Reports of special committees, if any. (f) Reports of conndttees. (g) Election of trustees. (h) Unfinished business. (i) New business. 0 Section 4. Election of Trustees; Cumulative Voting. Subject to paragraph 25A of the Declaration of Condominium, the members of the Association shall at each annual meeting elect the Board of Trustees to serve for the ensuing year or until their successors are elected and qualified. Every member shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of trustees to be elected multiplied by the number of votes to which such member is entitled, or to distribute his votes on the same principal among as many candidates as he shall think fit. As of 06/05/08 Page 3

4 C) Section 5. Proxies. At all meetings of the Association, a member may vote by proxy executed in writing by the unit owner or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Association before or at the time of the meeting. 0 Section 6. Informal Action by Members. Any action required to be taken at a meeting of the Association, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the unit owners entitled to vote with respect to the subject matter thereof. 0 Section 7. Liabilities and Property Rights of Members. No member of the Association shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors shall look only to assets of the Association for payments. 0 Section 8. Voting. At all meetings of the membership, whether regular or special, the vote of at least a majority of the voting power shall prevail at any of such meetings at which a quorum is present, except where a vote of two-thirds of the voting power is required by Article V of these bylaws and except where a greater percentage of the voting power is required by law or by the Declaration of Condominium of Fairway Village. 0 Section 9. Voting Member. There shall be one (1) "voting member" of each apartment. Declarant shall be the voting member with respect to any apartment or apartments owned by Declarant. If a person owns more than one (1) apartment, he shall have the votes for each apartment owned. A As of 06/05/08 Page 4

5 voting member other than the owner may be designated by the owner or owners of each apartment by written notice to the Board and need not be an owner. The designation shall be revocable at any time by actual notice to the Board. This power of designation and revocation may be exercised by the guardian, administrators or executors of an owner's estate. Where no designation is made, or where a designation has been made but is revoked and no new designation has been made, the voting member of each apartment shall be the group composed of all of its owners. C) Section 10. Joint wner Disputes. The vote for an apartment must be cast as a single vote. In the event that joint owners are unable to agree among themselves as to how their vote or votes shall be cast, the majority of said joint owners, according to their respective interests in the apartment, shall prevail and shall be deemed to have cast the vote for all joint owners. In the event more than one (1) vote is cast for a particular apartment, none of said votes shall be counted and said votes shall be deemed void. 0 Section 11. Pledged Votes. In the event the record owner or owners have pledged their vote regarding special matters to a mortgagee or beneficiary of a deed of trust under a duly recorded mortgage or deed of trust, or to the vendor under a duly recorded real estate contract, only the vote of such mortgagee, beneficiary, or vendor will be recognized in regard to the special matters upon which the vote is so pledged, if a copy of the instrument with this pledge has been filed with the Board. Amendments to this subsection shall only be effective upon the written consent of all voting members and their respective mortgagees, deed of trust beneficiaries and vendors, if any. 0 Section 12. Declarant Acting for Members. As provided in paragraph 25A of the Declaration of Condominium, Milton D. Knott and Elizabeth M. Knott shall serve as and shall have all power and authority vested in the members of the Association and shall continue as such until the "transition date", as such term As of 06/05/08 Page 5

6 is defined in Paragraph 13 (E) of the Delcaration of Condominium, has passed. This provision shall not be amended except upon the prior written consent of Milton D. Knott and Elizabeth M. Knott. ARTICLE III - Board of Trustees 0 Section 1. Number of Trustees. Subject to paragraph 25A of the Declaration of Condominium, the Board of Trustees shall consist of three (3) members until changed by amendment to these bylaws, as hereinafter provided, and a majority of the Board shall constitute a quorum for the transaction of business. 0 Section 2. Powers of Trustees. Subject to the powers of the members as provided by law or as herein set forth, all powers of the Association shall be exercised by or under the authority of, and the business and affairs of the Association shall be controlled by, the Board of Trustees. Without limiting the generality of the foregoing, the Board of Trustees shall have the following powers: (a) To a point and remove all officers, agents and employees of the Association, prescribe such powers and duties for them as may not be inconsistent with law, the Declaration of Condominium or the bylaws, fix their "compensation and require from them security for faithful service which security shall not affect the obligation of the Association to provide fidelity bonds; (b) To conduct, manage and control the affairs and business of the Association, and to make such rules and regulations therefore not inconsistent with law and the Declaration of Condominium or the bylaws, and such administrative rules and regulations for the general good and peaceful enjoyment of all members as they made deem best; (c) To change the principal office for the transaction of the business of the Association from one location to another As of 06/05/08 Page 6

7 within Spokane County, State of Washington; to fix and locate from time to time one or more subsidiary offices in the Association within Spokane County; to designate any place within Spokane County for the holding of any trustee's or member's meetings; (d) To borrow money and incur indebtedness for the purposes of the Association, and to cause to be executed and delivered therefor, in the Association name, promissory notes or other evidence of debt; and (e) To have and exercise all of the powers and authority granted to the Board of Trustees under the Declaration of Condominium and bylaws; and Section 3. Election and Term of ffice. Subject to paragraph 25A of the Declaration of Condominium, the trustees shall be elected at each annual meeting of the members and shall hold office until their respective successors are elected. Section 4. Vacancies. Any vacancy or vacancies in the Board of Trustees resulting from death, incapacity, resignation, expiration of term of office, removal, or otherwise, shall be filed by the remaining trustees or trustee then in office even though less than a quorum. Section 5. Place of Meeting. Regular meetings of the Board of Trustees shall be held at any place within Spokane County which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Association. Special meetings of the Board may be held either at a place so designated or at the principal office. As of 06/05/08 Page 7

8 C) Section 6. Annual Meeting, Immediately following each annual meeting of members, the Board of Trustees shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of such meeting hereby is dispensed with. Section 7. Special Meetings. Special meetings of the Board of Trustees for any purpose shall be called at any time by any two trustees. Written notice of the time and place of special meetings shall be delivered personally to each trustee or sent to each by mail or by other foam of written communication, charges prepaid, addressed to him at his address as it is shown upon the records of the Association, or if it is not so shown on such records and is not readily ascertainable, at the place in which the meetings of the trustees are regularly held. Such notice shall be mailed at least ten (10) days prior to the time of the holding of the meeting. Section 8. Waiver of Notice. The transaction of business at any meeting of the Board of Trustees, however called and noticed and wherever held, shall be as valid as though had at a meeting duly.held after regular call and notice, if a quorum be present and if either before or after the meeting all of the trustees sign a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be made a part of the minutes of the meeting. Section 9. Adjournment. In the absence of a quorum at any meeting of the Board of Trustees, the majority of the directors present may adjourn the meeting of the Board. Notice of the time and place of holding an adjourned meeting need not be given to absent trustees if the time and place be fixed at the meeting adjourned. As of 06/05/08 Page 8

9 C) Section 10. Removal. A trustee may be removed from office, with or without cause, by the vote of a majority of the trustees or by a vote of a majority of the members of the Association entitled to vote on the election of trustees at a special meeting called for that purpose. Any trustee who ceases to be an apartment owner shall cease to be a trustee. Section 11. Compensation. The trustees shall receive no compensation for their services. Section 12, Initial Board. As provided in paragraph 25A of the Declaration of Condominium, Milton D. Knott and Elizabeth M. Knott shall serve as, and shall have all the authority vested in, the Board of Trustees and shall continue as the initial Board of Trustees until the "transition date", as such term is defined in Paragraph 13 (E) of the Declaration of Condominium, has passed. This provision shall not be amended except upon the prior written consent of Milton D. Knott and Elizabeth M. Knott. Section 13. Voting. At all meetings of the Board at which a quorum is present, whether regular or special, the vote of at least a majority of the voting power present shall prevail, except where a greater percentage of the voting power is required by law, by the Declaration of Condominium or by these bylaws. ARTICLE IV - fficers Section 1. fficers, The officers of this Association shall be a president, vicepresident, and secretary/treasurer, and such other officers as the Board of Trustees may appoint. When the duties do not conflict, one person, other than the president, may hold more than one of these offices. fficers other than the president. need not be As of 06/05/08 Page 9

10 members of the Board of Trustees. All officers must be members of the Association. Section 2. Election. The Board of Trustees shall elect all officers of the Association for terms of one year or until their successors are elected and qualified. Section 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Trustees for the unexpired portion of the term. Section 4. Removal. Any officer elected or agent designated by the Board of Trustees may be removed by the Board of Trustees whenever, in its judgment, the best interest of the Association will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the persons so removed. 0 Section 5. President. Subject to the control of the Board of Trustees, the president shall have general supervision, direction and control of the business and affairs of the Association. He shall preside at all meetings of the members and trustees and shall have such other powers and duties as may be prescribed from time to time by the Board of Trustees, 0 Section 6. Vice-President. In the absence or disability of the president, the vice president shall perform all the duties of the president and in so acting shall have all the powers of the president. The vice president shall have such other powers and perfolm such other duties as may be prescribed from time to time by the Board of Trustees. As of 06/05/08 Page 10

11 C) Section 7. Secretary/Treasurer. The secretary shall keep a full and complete record of the proceedings of the Board of Trustees, shall make service of such notices, as may be necessary or proper, shall supervise the keeping of the books of the Association, and shall discharge such other duties as pertain to the offices or as prescribed by the Board of Trustees. The treasurer shall receive and safely keep all funds of the Association and deposit the same in such bank or banks as may be designated by the Board of Trustees. Such funds shall be paid out only on the check of the Association signed by the president or vice president, and by the treasurer, or by such other officers as may be designated by the Board of Trustees as authorized to sign the same. The treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustee. C) Section 8. Salaries. The salaries of the officers, if any, may be fixed from time to time by the Board of Trustees and no officer shall be prevented from receiving a salary by reason of the fact that he is also a trustee of the Association. 0 Section 9. Fidelity Bonds. The Board of Trustees shall furnish adequate fidelity bonds for all officers, employees and agents of the Association, including without limitation, employees of professional managers, as provided for in paragraph 21A of the Declaration of Condominium, handling or responsible for its funds. The premiums on such bonds shall be a conmcn expense. ARTICLE V Amendment of Bylaws These bylaws may be amended or repealed and new bylaws adopted only by the vote or written consent of members holding at lest twothirds (2/3) of the voting power, provided however, that no amendments to these bylaws shall be effective to alter the rights granted herein to institutional mortgagees without the prior written consent As of 06/05/08 Page 11

12 of all institutional mortgagees. ARTICLE VI Annual Accounting The Board of Trustees shall cause an annual, independent accounting, without audit, to be made of its accounts or of any management body responsible to the Board and shall deliver a copy of such accounting to each member and, upon prior written request, to each institutional holder of a first mortgage on an apartment within thirty (30) days.after completion thereof and in any event within ninety (90) days following the end of the fiscal year. ARTICLE VII Miscellaneous Section 1. Delegation. The Board of Trustees shall, subject to all restrictions of law, have authority to delegate its powers. Section 2. Notices. All notices required to be given to members of the Association under these bylaws or to apartment owners under the Declaration of Condominium of Fairway Village or Association rules or regulations adopted pursuant thereto, shall be sufficient if made in writing and directed by mail, postage prepaid, to such member at his address at Fairway Village or at such other address as such member may designate and which appears in the records of the Association. All notices required to be given to the Association or its Board of Trustees under said Articles, Bylaws, Declaration, rules or regulations shall be sufficient if made in writing and directed by mail, postage prepaid, to the person designated in the Declaration of Condominium to receive service of process for the Association. Section 3. ther Powers. The Association, through its Board of Trustees, shall have and exercise with respect to the members and property involved all other powers and authority set forth in RCW for the operation and maintenance of the condominium project not otherwise inconsistent As of 06/05/08 Page 12

13 herewith. ADPTED this day of, 19 ATTEST: As of 06/05/08 Page 13