ARTICLE 1. OFFICES The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors ("Board") may designate. The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.

ARTICLE 2. MEMBERSHIP

2.1 Classes of Members

The Corporation shall initially have one class of member which shall be those families residing in The Corporation shall single unit dwellings within the limits of the community plats known as Whispering Heights, Collingwood, The Heights, Whispering View, North Vista, and Sha-Loch who subscribe to the objects, purposes and by-laws of this organization and who have paid the annual dues prescribed by these by-laws. An eligible member shall be defined as the family residing in the dwelling. Additional classes of members, the manner of election or appointment of each class of members and the qualifications and rights of each class of members may be established by amendment to these bylaws.

2.2 Qualifications for Membership

In order to qualify for membership, a member shall submit an application to the board along with payment of the annual dues. Acceptance for membership shall be by affirmative vote of a majority of the Directors. Only those members who have been accepted and whose current dues have been paid shall be considered active members for notice and voting purposes.

2.3 Voting Rights

2.3.1 Each member entitled to vote with respect to the subject matter of an issue submitted to the members shall be entitled to one vote upon such issue.

2.3.2 Each member entitled to vote at an election of Directors may cast one vote for as many persons as there are Directors to be elected and for whose election such member has a right to vote. The election of Directors may be conducted in such manner as the Board of Directors shall determine.

2.4 Termination of Membership

Membership in the corporation may be terminated for any action by a member that is detrimental to the best interests of the corporation, or for failure to actively support corporate purposes, or to actively participate in corporate activities. Removal shall require the affirmative vote of threefourths (3/4ths) of the board of directors. In the event that any such termination is contemplated, the board of directors shall notify the member in writing of the reasons for the proposed action, and of the time and place of the meeting of the Board of Directors at which termination is to be considered, not later than ten (10) days prior thereto. At the meeting, the accused member shall be entitled to respond to the stated reasons, and to be heard in his or her own defense.

2.5 Certificates of Membership

Certificates of membership in the corporation may be issued. If issued, they shall be numbered, and the respective members' names shall be entered in the membership register of the corporation as the certificates are issued. Certificates shall bear the member's name and shall be signed by the president or the secretary.

2.6 Meetings

2.6.1 Annual Meeting

The annual meeting of the members shall be held at a specific time, date and place as shall be determined by the Board of Directors for the purpose of electing Directors and transacting such other business as may properly come before the meeting.

2.6.2 Other Meetings

The President, the Board, or not less than 10 percent of the members entitled to vote at such meeting, may call other meetings of the members for any purpose.

2.6.3 Place of Meetings

All meetings of members shall be held at such place designated by the Board.

2.6.4 Notice of Meetings

The Board shall cause to be delivered to each member, either personally or by mail, not less than seven (7) days nor more than sixty (60) days before the meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.6.5 Quorum

Ten (10) percent of the members of the Corporation entitled to vote shall constitute a quorum at a meeting of the members.

2.6.6 Manner of Acting

A majority vote of members attending an association meeting shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation or these By-Laws.