BYLAWS OF THE ELK RUN DIVISION IV HOMEOWNERS ASSOCIATION

BYLAWS OF THE ELK RUN DIVISION IV HOMEOWNERS ASSOCIATION The following are the Bylaws of Elk Run Division IV Homeowners Association (the Association ), a non-profit corporation organized under the Washington Nonprofit Corporation Act (RCW 24.03, the Nonprofit Corporation Act ). These Bylaws provide for operation of Elk Run Division IV, a homeowners association located in Maple Valley, Washington, created pursuant to the Washington Homeowner Association Act (RCW 64.38 et. seq.) (the Act ). They apply to the entire Association, each Lot therein, and all Common Areas. Each Owner automatically, by virtue of such ownership, becomes a member of the Association. All present and future Owners, Mortgagees and other encumbrancers, lessees, tenants, licensees, and occupants of Lots, and their guests and employees, and any other person who may use the facilities of the Association are subject to all governing documents for the Association, including but not limited to these Bylaws, the Declaration of Covenants, Conditions, Restrictions, and Easements for Elk Run, as it may from time to time be amended (the Declaration ), and the Rules and Regulations (the Rules ) of the Association. Words and phrases that are defined in the Declaration shall have the same meaning in these Bylaws; provided, however, that the Rules shall also be considered and included as Governing Documents for purposes of these Bylaws. For the purposes of these Bylaws, the term, Electronic Means, shall mean any manner of electronic communication as provided for in RCW 24.03. ARTICLE 1 MEMBERSHIP; VOTING; REGISTER 1.1 Membership. Each of the Lot owners shall be a member of the Association and shall be entitled to one membership for each Lot so owned. Corporations, partnerships, associations, and other legal entities, trustees under an express trust, and other fiduciaries, as well as natural persons may be members of the Association. Owners of a Lot as joint tenants, tenants in common, community property, or other ownership involving more than one Owner, shall be joint members of the Association, but the sum total of their vote shall not exceed the voting power allocated to the Lots owned. 1.2 Transfer of Membership. The Association membership of each Owner shall be appurtenant to the Lot giving rise to such membership, and shall not be assigned, transferred, pledged, hypothecated, conveyed or alienated in any way except upon the transfer of title to said Lot and then only to the transferee of title to such Lot. Any attempt Page - 1

to make a prohibited transfer shall be void. Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association appurtenant thereto to the new owner. 1.3 Number of Votes. Members shall be entitled to one vote for each Lot owned. 1.4 Owner in Good Standing. In order to be eligible to vote on any Association matter, an Owner must be in good standing. Any Owner who is more than ninety (90) days delinquent in the payment of Assessments (which includes, without limitation, late charges, fines, attorneys fees and costs incurred by the Association relating to Owner, and all other charges owing by Owner) or who is currently in violation of the governing documents is not an Owner in good standing. The voting rights of an Owner not in good standing shall, without necessity of any further action or notice by the Association, be suspended and remain suspended for any period during which Assessments levied and due from such Owner and against the Owner s Lot remain unpaid and/or an infraction or violation of the Governing Documents of the Association by any Owner or any occupant of the Owner s Lot remains unresolved. The Board, at its sole discretion, may make exceptions to the restrictions of this Section. 1.5 Voting Owner. Every Owner shall be entitled to cast one vote in the Association for each Lot owned. A vote shall be appurtenant to and held and owned in the same manner as the beneficial fee interest in the Lot to which it relates. A vote shall not be separate from ownership of the Lot to which it relates; provided, however, that when more than one person or entity holds the beneficial interest in any Lot, the vote therefor shall be cast as the Owners among themselves determine, but in no event shall more than one vote be cast with respect to any Lot; and if the several Owners of a Lot are unable to agree as to the casting of their vote, such vote shall not be counted. The Board can assume that an Owner attending a meeting has the right to exercise the vote for such Lot if no written objection by another Owner of the Lot has been received by the Board. Similarly, if an Owner signs and provides a proxy to another person or entity and no written objection to it has been made by any other Owner of such Lot, the Board may assume that such proxy is valid and will legally exercise the vote for such Lot. The Owner(s) of each Lot may designate one Owner as representative to represent him or her in the Association, by written notice to the Board of Directors. A designated representative must be an Owner of a Lot. A designation may be revoked at any time by the Owner(s) of the Lot on written notice to the Board of Directors, and the death or judicially declared incompetence of all persons constituting the Owners of a Lot shall Page - 2

revoke the designation; provided, however, that such revocation shall not be effective until the Board of Directors has been notified. Natural persons, partnerships, corporations, trusts or other legal entities may own or have an ownership interest in Lots. 1.6 Joint Owner Dispute. The vote for any Lot must be cast as a single vote, and fractional votes shall not be allowed. In the event that joint owners are unable to agree among themselves as to how their vote or votes shall be cast, they shall lose their right to vote on the matter in question. In the event more than one vote is cast for a particular Lot none of said votes shall be counted, and said vote shall be deemed void. 1.7 Proxies. Votes allocated to a Lot may be cast in person or pursuant to a proxy duly executed by an Owner. A Lot Owner may not revoke a proxy given pursuant to this section except by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or purports to be revocable without notice. Unless stated otherwise in the proxy, a proxy terminates eleven (11) months after its date of issuance. 1.8 Voting by Mail or Electronic Means. The Board of Directors may in its discretion decide that voting of the members shall be by mail or Electronic Means with respect to any particular election of the Board or with respect to adoption of any proposed amendment to the Declaration or Bylaws, or with respect to any other matter for which approval by Owners is required by the Declaration or Bylaws, in accordance with the following procedure: 1.8.1 In case of election of directors by mail or Electronic Means, the existing directors shall advise the Secretary in writing of the names of nominees for all directors to be elected and of a date not less than fifty (50) days after such advice is given by which all votes are to be received. The Secretary, within five (5) days after such advice is given, shall give written notice to all Owners of the number of directors to be elected and of the names of the nominees. The notice shall state that any such Owner may nominate an additional candidate or candidates, not to exceed the number of directors to be elected, by notice in writing to the Secretary at the address specified in the notice, to be received on or before a specified date not less than fifteen (15) days from the date the notice is given by the Secretary. Within five (5) days after the specified date, the Secretary shall give written notice and/or ballot to all Owners stating the number of directors to be elected, the names of all persons nominated by the Board, the names of persons nominated by members and the date by which votes of the Owners must be received by the Secretary at the address specified in the notice. Votes received after that date will not be effective. All persons elected as directors pursuant to an election by mail or Electronic Means shall take office effective on the date specified in the notice for the receipt of votes. Page - 3

1.8.2 In the case of a vote by mail or Electronic Means relating to any other matter, the Secretary shall give written notice and/or ballot to all Owners, which shall include a proposed written resolution setting forth a description of the proposed action and shall state that the owners are entitled to vote by mail or Electronic Means for or against the proposal by delivering the vote on or before a specified date not less than 20 days after the notice to the address specified in the notice. Votes received after that date shall not be effective. Any such proposal shall be adopted if approved by the affirmative vote of not less than a majority of the votes entitled to be case on such question, unless a greater or lesser voting requirement is established by the Declaration or these Bylaws for the matter in question. 1.8.3 Delivery of a vote in writing to the specified address shall be equivalent to receipt of a vote by mail or Electronic Means at such address for the purpose of this Section 1.8. 1.8.4 Any proposal shall be adopted if a quorum is represented and the proposal is approved by the affirmative vote of not less than a majority of the votes cast on such question, unless a greater or lesser voting requirement is established by statute or the governing documents. 1.8.5 Within ten (10) days after the ballots have been counted, each Owner shall be notified by mail, Electronic Means, or other delivery of written notice of the results of the ballot or that a quorum of ballots were not returned. 1.9 Pledged Vote. In the event the owner of a Lot has pledged his or her vote to a mortgagee, or to the vendor under a real estate contract and written evidence of the pledge has been filed with the Association, only the vote of such mortgagee or vendor will be recognized concerning the matters for which the vote was pledged. 1.10 Persons Under Disability. Minors and persons declared legally incompetent shall be eligible for membership in the Association, of otherwise qualified, but shall not be permitted to vote except through a legally appointed, qualified, and acting guardian of their estate voting on their behalf, or, in the case of a minor with no legal guardian of his estate, through a parent having custody of the minor. 1.11 Register of Members. The Board shall cause a register to be kept containing the names and addresses of all members of the Association. Persons who purchase an interest in a Lot shall promptly notify the Board of their interest. Persons who claim to be members of the Association shall, upon request, furnish the Board with copies of any documents under which they assert ownership of a Lot or any interest therein, and any Mortgages thereon. Page - 4

ARTICLE 2 MEETINGS OF MEMBERS 2.1 Place. Meetings of the members of the Association shall be held at such suitable place as may be convenient to the membership and designated from time to time by the Board. 2.2 Annual Meeting. A meeting of the Association must be held at least once each year. The Association shall hold its annual meeting at such reasonable date and time as determined by the Board of Directors. 2.3 Special Meetings. Special meetings of the association may be called by the president, a majority of the board of directors, or by owners having ten percent (10%) of the votes in the association. 2.4 Notice of Meetings. The notice of any meeting shall state the time and place of the meeting and the business to be placed on the agenda by the board of directors for a vote by the owners, including the general nature of any proposed amendment to the articles of incorporation, bylaws, any budget or changes in the previously approved budget that result in a change in assessment obligation, and any proposal to remove a director. Not less than fourteen (14) nor more than sixty (60) days in advance of any meeting of the association, the secretary shall provide written notice to each owner of record by: (a) Hand-delivery to the mailing address of the owner or other address designated in writing by the owner; or (b) Prepaid first-class United States mail to the mailing address of the owner or to any other mailing address designated in writing by the owner; or (c) Electronic transmission to an address, location, or system designated in writing by the owner. Notice to owners by an electronic transmission complies with this section only with respect to those owners who have delivered to the secretary a written record consenting to receive electronically transmitted notices. An owner who has consented to receipt of electronically transmitted notices may revoke the consent at any time by delivering a written record of the revocation to the secretary. Consent is deemed revoked if the secretary is unable to electronically transmit two (2) consecutive notices given in accordance with the consent. Page - 5

Before any meeting of the Association, any member may, in writing, waive notice of such meeting. Attendance by a member at a meeting of the Association shall be a waiver by him or her of adequate notice unless he or she expressly challenges the notice when the meeting begins. 2.5 Quorum. A quorum is present throughout any meeting of the association if the owners to which thirty-four percent (34%) of the votes of the association are allocated are present in person or by proxy at the beginning of the meeting. 2.6 Adjournment of Meetings. In the event a quorum is not present at any meeting, the owners present, though less than a quorum, may adjourn the meeting to a later date and give notice thereof to all the owners in accordance with the notice provisions of the governing documents and at the reconvened meeting the quorum requirement will be reduced by half. 2.7 Majority Vote. If a quorum is present at any such meeting, any action may be taken by an affirmative vote of a majority of the total votes present at the meeting, unless otherwise expressly provided in the governing documents for the Association. 2.8 Order of Business. The order of business at meetings of the Association shall e as follows unless dispensed with on motion: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Roll call and establish quorum; Proof of notice of meeting or waiver of notice; Approve Minutes of preceding meeting; Reports of officers; Reports of committees; Election of inspectors of election; Election of directors (annual meeting or special meeting called for such purpose); Unfinished business; New business; Adjournment. Page - 6

2.9 Parliamentary Authority. In the event of dispute, the parliamentary authority for the meetings shall be the most current available edition of Roberts Rules of Order or such other published code of parliamentary procedure as shall be approved by a majority at the meeting. 2.10 Action of Members by Communications Equipment. Any action required or which may be taken at a meeting of the members may be taken by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting may hear the other participants at the same time and participation by such means shall constitute presence in person at such meeting. 2.11 Association Meeting Minutes. The association must make available to each owner of record for examination and copying (proposed) minutes from the previous association meeting not more than sixty (60) days after the meeting. Minutes of the previous association meeting must be approved at the next association meeting in accordance with the association's governing documents. ARTICLE 3 BOARD OF DIRECTORS 3.1 Number, Term, and Qualifications. The affairs of the Association shall be governed by a Board of not less than three (3) nor more than seven (7) Directors. The term of office of the Directors shall be one (1) year or until their successors are elected and qualify. Any Director may be elected to serve for an additional term or terms. The number of Director positions above the minimum three (3) to be filled shall be determined and set each year by majority vote of the Board before the owners annual meeting and announced to Owners in the notice or Agenda for the annual owners meeting. However, if the Board does not vote to set the number of positions for election, the number of Director positions open for election at the annual owners meeting shall be the same number as the preceding year. All Directors shall be members of the Association. If a corporation is a member of the Association, any one of its officers, directors, or shareholders may be elected to the Board; if a partnership is a member, any one partner of such partnership may be elected to the Board. 3.2 Powers and Duties. The Board of Directors, for the benefit of the homeowners association and the owners, shall enforce the provisions of the Declaration, the Bylaws, and the Rules adopted and amended by the Board from time to time, and shall have all powers and authority permitted to the Board of Directors under the Act, the Non-Profit Corporation Act, and the governing documents. The board of directors shall not act on behalf of the association to amend the articles of incorporation, to take any action that Page - 7

requires the vote or approval of the owners, to terminate the association, to elect members of the board of directors, or to determine the qualifications, powers, and duties, or terms of office of members of the board of directors; but the board of directors may fill vacancies in its membership of the unexpired portion of any term pursuant to Section 3.3 of these Bylaws. 3.3 Vacancies. Vacancies on the Board of Directors caused by reasons other than the removal of a director by a vote of the Association may be filled by the remaining directors, even though they may constitute less than a quorum. Each person so selected shall be a director until a successor is elected at the next annual meeting of the Association. 3.4 Removal of Directors. The owners by a majority vote of the entire voting power in the association present, in person or by proxy, and entitled to vote at any meeting of the owners at which a quorum is present, may remove any member of the board of directors with or without cause. At the same meeting, a successor shall be elected for the unexpired portion of the term. Any director whose removal has been proposed shall be given an opportunity to be heard at the meeting prior to the vote for removal. 3.5 Compensation. No compensation shall be paid to directors for their services as directors, but directors may be reimbursed by the Association for reasonable expenses incurred in connection with Association business. 3.6 Organizational Meeting. The first meeting of the newly elected Board shall be held within ten (10) days of election at a place to be fixed by the directors at the meeting at which the directors were elected, and no notice shall be necessary to the newly elected directors in order legally to call the meeting, providing a majority of the whole Board shall be present at the meeting. 3.7 Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least two (2) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each director personally or by mail, telephone, facsimile transmission or internet transmission, at least three (3) days before the day fixed for the meeting. 3.8 Special Meetings. Special meetings of the Board may be called by the president on three (3) days notice to each director, given personally or by mail, telephone, facsimile transmission or internet transmission, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board shall be called by either the president or secretary in like manner and on like notice on the written request of any two (2) directors. Page - 8

3.9 Waiver of Notice. Before any meeting of the Board, any director may, in writing, waive notice of such meeting. Attendance by a director at any meeting of the Board shall be a waiver by him or her adequate notice unless he or she expressly challenges the notice when the meeting begins. If all directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at the meeting. 3.10 Quorum. A majority of the members of the Board of Directors shall be required for a quorum. The Board of Directors shall act by majority vote of those present at its meetings where a quorum exists. 3.11 Open Meeting/Executive Session. All meetings of the board of directors shall be open for observation by all owners of record and their authorized agents. The board of directors shall keep minutes of all actions taken by the board, which shall be available to all owners. Upon the affirmative vote in open meeting to assemble in closed session, the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the association, and matters involving the possible liability of an owner to the association. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The board of directors shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the board of directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified. 3.12 Action of Directors by Communications Equipment. Any action required or which may be taken at a meeting of directors or of a committee thereof may be taken by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting may hear the other participants at the same time. 3.13 Action of Directors by Written Consent. Any action required to be taken at a meeting of the board of directors may be taken without a meeting if a consent in the form of a record, setting forth the action so taken, shall be executed by all of the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such. For purposes of this section, email communications shall Page - 9

constitute written consent as long as the decision is unanimous and is ratified at the next meeting of the Board of Directors. 3.14 Indemnification. Every director and officer shall be indemnified by the Association against all expenses and liabilities, including attorneys fees, reasonably incurred by or imposed upon him or her in connection with any proceeding to which he or she may be a party, or in which he or she may become involved by reason of being or having been a director or officer of the Association, or any settlement thereof, whether or not he or she is a director, officer or commissioner at the time such expenses are incurred, except in cases where the director, officer or commissioner is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties; provided that in the event of a settlement, the indemnification provided herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of the Association. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer or commissioner may be entitled. 3.15 No Personal Liability. So long as a Director, or an Association committee member, or an Association officer has acted in good faith, without willful or intentional misconduct, upon the basis of such information as may be possessed by such person, then no such person shall be personally liable to any owner, or to any other party, including the Association, for any damage, loss or prejudice suffered or claimed on account of any act, omission, error or negligence of such person; provided, that this section shall not apply where the consequences of such act, omission, error or negligence are covered by insurance obtained by the Board of Directors. ARTICLE 4 OFFICERS 4.1 Designation. The principal officers of the Association shall be a president, a vice president, a secretary, and a treasurer, all of whom shall be elected by and from the Board. The directors may appoint from the Board such other officers as in their judgment may be necessary or desirable. Two or more offices may be held by the same person, except that a person may not hold the offices of president and secretary simultaneously. 4.2 Election of Officers. The officers of the Association shall be elected annually by the Board at the first Board meeting after the annual meeting of the Association. They shall hold office at the pleasure of the Board. 4.3 Removal of Officers. At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of Page - 10

the members of the Board, any officer may be removed, either with or without cause. A successor to the removed officer may be elected at any such meeting. 4.4 President. The president shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board and shall have all powers and duties usually vested in the office of the President. 4.5 Vice President. The vice president shall perform the duties of the president when the president is absent or unable to act, and shall perform such other duties as may be prescribed by the Board. 4.6 Secretary. The secretary shall keep the minutes of all meetings of the Board and of the Association and shall have custody of the business records of the Board and the Association, other than financial records kept by the treasurer. He or she shall also perform such other duties as may be prescribed by the Board. 4.7 Treasurer. The treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. 4.8 Other Officers and Employees. Other officers of the Association and any persons employed to assist the officers shall have such authority and shall perform such duties as the Board may prescribe within the provisions of the applicable statutes, the Declaration, and these Bylaws. 4.9 Compensation. The officers shall not be entitled to compensation for their service as officers. 4.10 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board. ARTICLE 5 COMMITTEES 5.1 Committees of Directors. The Board may appoint one or more committees that consist of one or more directors. Such committees, if composed of at least two members of the Board members, shall have and exercise, to the extent provided in the resolution establishing the committee, the authority of the Board in the management of the committee, its purpose(s) and decision making within the scope of its subject matter. The appointment of any such committee shall not relieve the Board of its ultimate responsibility for the administration and management of the Association. Page - 11

5.2 Other Committees. Other committees, not having or exercising the authority of the Board in the management of the Association, may be appointed by the president or the directors, and such committees may be composed of one or more members of the Association. ARTICLE 6 RECORDS AND REPORTS The Association shall keep financial records sufficiently detailed to enable the Association to fully declare to each owner the true statement of its financial status. All financial and other records of the Association, including but not limited to checks, bank records, and invoices, in whatever form they are kept, are the property of the Association. All records of the association, including the names and addresses of owners and other occupants of the lots, shall be available for examination by all owners, holders of mortgages on the lots, and their respective authorized agents on reasonable advance notice during normal working hours at the offices of the association or its managing agent. The association may impose and collect a reasonable charge for copies and any reasonable costs incurred by the association in providing access to records. Records retained by the Association may be withheld from inspection and copying to the extent that they concern: (a) Personnel, salary, and medical records relating to specific individuals; (b) Contracts, leases, and other commercial transactions to purchase or provide goods or services, currently being negotiated; (c) Existing or potential litigation or mediation, arbitration or administrative proceedings; (d) Existing or potential matters involving federal, state or local administrative or other formal proceedings before a governmental tribunal for enforcement of the governing documents; (e) Communications with the Association s attorney, including invoices, which are otherwise protected by the attorney-client privilege or the attorney work-product doctrine; (f) Information the disclosure of which would violate any law; (g) Records of an executive session of the Board; or (h) Individual Lot files other than those of the requesting Owner. ARTICLE 7 AMENDMENTS Page - 12

The Bylaws may be amended, in whole or in part, by the Board of Directors or by vote of the Lot Owners having sixty percent (60%) of the voting power at any annual meeting or special meeting called for that purpose. The Board of Directors shall not amend or repeal any Bylaws adopted by the owners. IN WITNESS WHEREOF, these Bylaws have been adopted and executed by the Board of Directors of the Association on the day of, 2016. Print name: Vice President Print name: Treasurer Print name: Director Print name: Director Print name: Director Print name: Director Adoption by the Board of Directors Attested to and Confirmed by the President and Secretary of the Association: President of the Association Secretary of the Association Page - 13