**By-Laws** 

**Of** 

**Wood trails Homeowners Association** 

ARTICLE I 

Offices 

Section 1\. Registered Office and Agent. The corporation shall have and  continuously maintain in the state of Washington a registered office, and a registered  agent whose office is identical with such registered office, as required by the Washington  Nonprofit Corporation Act. The registered office may be changed by the Board of  Directors. 

Section 2\. Registered Office and Agent. The corporation shall have and  continuously maintain in the state of Washington a registered office, and a registered  agent whose office is identical with such registered office, as required by the Washington Nonprofit Corporation Act. The registered office may be, but need not be, identical with  the principal office in the State of Washington, and the address of the registered office  may be changed from time to time by the Board of Directors. 

ARTICLE II 

Definitions 

Section 1\. “Association” shall mean and refer to Wood Trails Homeowners  Association, its successors and assigns. 

Section 2\. “Properties” shall mean and refer to that certain real property  described in the Declaration of Covenants, Conditions and Restrictions, and such  additions thereto as may be hereafter brought within the jurisdiction of the Association.

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Section 3\. “Common Area” shall mean all real property owned by the  Association for the common use and enjoyment of the Owners. 

Section 4\. “Lot” shall mean and refer to any plot of land shown upon and  recorded subdivision map of the Properties with the exception of the Common Area. 

Section 5\. “Owner” shall mean and refer to the record owner, whether one or  more persons or entities, of the fee simple title to any Lot which is a part of the  Properties, including contract sellers, but excluding those having such interest merely as  security for the performance of an obligation. 

Section 6\. “Declarant” shall mean and refer to the Wood Trails Joint Venture,  its successors and assigns if such successors or assigns should acquire more than one  undeveloped Lot from the Declarant for the purpose of development. 

Section 7\. “Declaration” shall mean and refer to the Declarations of  Covenants, Conditions and Restrictions applicable to the properties recorded in the office  of the Snohomish County Auditor under Recording Numbers 7606030296, 7608240112,  and such other number(s) as may be added by annexation or addition of the other  Divisions. 

Section 8\. “Member” shall mean and refer to those persons entitled to  membership as provided in the Declaration. 

ARTICLE III 

Membership 

Section 1\. Eligibility. Every person or entity who is a record owner of a fee  or undivided fee interest in any such Lot which is subject by covenants of record to  assessment by the Association. The foregoing is not intended to include persons or 

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entities who hold an interest merely as security for the performance of an obligation.  Membership shall be appurtenant to and may not be separated from ownership of any Lot  which is subject to assessment by the Association. 

Section 2\. Voting Rights. Owners shall be entitled to one vote for each Lot  owned. When more than one person holds an interest in any Lot, all such persons shall  be members. The vote for such Lot shall be exercised as they determine, but in no event  shall more than one vote be cast with respect to any Lot. 

ARTICLE IV 

Meetings of Members 

Section 1\. Annual Meeting. An annual meeting of the members shall be held  for the purpose of electing Directors and for the transaction of such other business as may  come before the meeting. If the election of Directors shall not be held on the day  designated herein for any annual meeting, or at any adjournment thereof, the Board of  Directors shall cause the election to be held at a special meeting of the members as soon  thereafter as conveniently may be. The annual meeting shall be held in the month of  October. If a suitable meeting place is unavailable in October, then the meeting shall be  held in November. If the Board of Directors wishes to change the designated month of  the annual meeting then it may do so with a majority vote from the Association members  attending an annual meeting. 

Section 2\. Special Meeting. Special meetings of the members may be called  by the President, the Board of Directors, or not less than one-tenth of the members having  voting rights. 

Section 3\. Place of Meeting. The Board of Directors may designate any place  within the State of Washington, as the place of meeting for any annual meeting or for any  special meeting called by the Board of Directors. If all of the members shall meet at any 

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time and place, either within or without the State of Washington, and consent to the  holding of a meeting, then such meeting shall be valid without call or notice and at such  meeting any corporate action may be taken. 

Section 4\. Notice of Meetings. Except as otherwise set forth in this section,  written or printed notice stating the place, day and hour of any meeting of members shall  be delivered, either personally, by mail to each member entitled to vote at such meeting,  not less than fourteen (14) days nor more than sixty (60) days before the date of such  meeting, by or at the direction of the President, or the Secretary, or the officers or persons  calling the meeting. 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  Declaration or the By-Laws, any budget or changes in the previously approved budget  that result in a change in owners’ assessment obligations, and any proposal to remove a  Director. If mailed, the notice of a meeting shall be deemed to be delivered when  deposited in the United States mail addressed to the member at his address as it appears  on the records of the Association, with postage prepaid.  

Not withstanding anything to the contrary in the preceding paragraph, in order to  increase the annual assessment in excess of that provided for in the Declaration or to levy  a special assessment, the notice must be given not less than thirty (30) days nor more than  sixty (60) days before the meeting. 

Section 5\. Informal Action By Members. Any action required by law to be  taken at a meeting of the members, or an 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 approved by two thirds (2/3) of the members entitled to vote with  respect to the subject matter thereof. 

Section 6\. Quorum. The presence at the meeting of members entitled to cast,  or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership  shall constitute a quorum for any action except as otherwise provided in the Articles of 

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Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be  present or represented at any meeting, the members entitled to vote thereat shall have  power to adjourn the meeting from time to time, without notice other than announcement  at the meeting, until a quorum as aforesaid shall be present or be represented. 

Section 7\. Proxies. At any meeting of members, a member entitled to vote  may vote by proxy executed in writing by the member or by his duly authorized attorney in-fact. All proxies shall be in writing and filed with the secretary. No proxy shall be  valid after eleven months from the date of its execution unless otherwise provided in the  proxy. All proxies shall be revocable and shall automatically cease upon conveyance by  the member of his Lot. 

Section 8\. Voting by Mail. Where Directors are to be elected, such election  may be conducted by mail in such manner, as the Board of Directors shall determine. 

ARTICLE V 

Board of Directors 

Section 1\. General Powers. The affairs of the Association shall be managed  by a Board of five (5) Directors. Directors shall be members of the Association. 

Section 2\. Term, Tenure and Qualifications. Each Director shall hold office  until the end of the Director’s term unless removed from office, with or without cause, by  an affirmative vote of two-thirds (2/3) of the absolute membership. A term of office is  three (3) years. In order to maintain some consistency of operation two (2) board  members shall be elected on alternating terms from the remaining board members.

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Section 3\. Regular Meetings. Regular meetings of the Board of Directors  shall be held without notice, at such place and hour as may be fixed from time to time by  resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting  shall be held at the same time on the next day which is not a legal holiday. 

Section 4\. Special Meetings. Special meetings of the Board of Directors shall  be held when called by the president of the Association, or by any two directors, after not  less than three (3) days notice to each director. 

Section 5\. Notice. Notice of any special meeting of the Board of Directors  shall be given by written notice delivered personally, by mail, or (in the case of Directors  who have delivered to an officer of the Association a written record consenting to receive  notice by electronic mail) by electronic mail to each Director at his address as shown by  the records of the corporation. If mailed, such notice shall be deemed to be delivered  when deposited in the United States mail in a sealed envelope so addressed, with postage  thereon prepaid. If notice be given by electronic mail, such notice shall be deemed  delivered when the electronic mail is transmitted. Any Director may waive notice of any  meeting. The attendance of a Director at any meeting shall constitute a waiver of notice  of such meeting, except where a Director attends a meeting for the express purpose of  objecting to the transaction of any business because the meeting is not lawfully called or  convened. Neither the business to be transacted at, nor the purpose of, any regular or  special meeting of the Board need be specified in the notice or waiver of notice of such  meeting. 

Section 6\. Quorum. A majority of the Board of Directors shall constitute a  quorum for the transaction of business at any meeting of the board; but if less than a  majority of the Directors are present at said meeting, a majority of the Directors present  may adjourn the meeting from time to time without further notice.

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Section 7\. Manner of Acting. The act of a majority of the Directors present at  a meeting at which a quorum is present shall be the act of the Board of directors, unless  the act of a greater number is required by law or by these By-Laws. 

Section 8\. Vacancies. Any vacancy occurring in the board of Directors and  any directorship to be filled by reason of an increase in the number of directors, shall be  filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for  the unexpired term of his predecessor in office. 

Section 9\. Compensation. Directors as such shall not receive any stated  salaries for their services, but by resolution of the Board of directors a fixed sum and  expenses of attendance, if any, may be allowed for attendance at each regular or special  meeting of the Board. Also, Directors may be reimbursed for actual expenses incurred in  the performance of their duties. Nothing herein contained shall be construed to preclude  any Director from serving the Association in any other capacity and receiving  compensation therefore. 

Section 10\. Informal Action by Directors. Any action required by law to be  taken at a meeting of Directors, or any action which may be taken at a meeting of  Directors, may be taken without a meeting if a consent in writing, setting forth the action  so taken, shall be approved by a majority of the Directors. 

ARTICLE VI 

Nomination And Election Of Directors 

Section 1\. Nomination. Nomination for election to the Board of Directors  shall be made by the nominating committee. Nominations may also be made from the  floor at the annual meeting. The Nominating Committee shall make as many  nominations for election to the Board of Directors as it shall in its discretion determine, 

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but not less than the number of vacancies that are to be filled. Such nominations may be  made from among the members or non-members. 

Section 2\. Election. Election to the Board of directors shall be by secret  ballot. At such election the members or their proxies may cast, in respect to each  vacancy, as many votes as they are entitled to exercise under the provisions of the  Declaration. The person receiving the largest number of votes shall be elected.  Cumulative voting is not permitted. 

ARTICLE VII 

Powers Of The Board Of Directors 

Section 1\. Powers. The Board of Directors shall have the power to: 

(a) adopt and publish rules and regulations governing the use of the Common  Area and facilities, and the personal conduct of the members and their  guests thereon, and to establish penalties for the infraction thereof; 

(b) suspend the voting rights and right to use of the recreational facilities of a  member during any period in which such member shall be in default in  the payment of any assessment levied by the Association. Such rights  may also be suspended after notice and hearing, for a period not to exceed  sixty (60) days, for infraction of published rules and regulations. 

(c) exercise for the Association all powers, duties and authority vested in or  delegated to this Association and not reserved to the membership by other  provisions of these By-Laws, the Articles of Incorporation, or the  

Declaration;

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(d) declare the office of a member of the Board of the Directors to be vacant  in the event such member shall be absent from three (3) consecutive  regular meetings of the Board of Directors; and 

(e) employ a manager, an independent contractor, or such other employees as  they deem necessary, and to prescribe their duties. 

(f) establish, adopt and assess a systems of fines for the purpose of  enforcing: 

1- the Declaration of Covenants, Conditions & Restrictions 

2- the Protective Covenants Running With Land 

3- rules, regulations and policies of the Association 

Section 2\. Duties. It shall be the duty of the Board of directors to: 

(a) cause to be kept a complete record of all its acts and corporate affairs and  to present a statement thereof to the members at the annual meeting of the  members, or at any special meeting when such statement is requested in  writing by one-fourth (1/4) of all the members who are entitled to vote; 

(b) supervise all officers, agents and employees of this Association, and see  that their duties are properly performed; 

(c) as more fully provided in the Declaration, to: 

(1) fix the amount of the annual assessment against each Lot at least  thirty (30) days in advance of each annual assessment period; 

(2) send written notice of each assessment to every owner subject thereto  at least thirty (30) days in advance of each annual assessment period;  and

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(3) foreclose the lien against any property for which assessments are not  paid within thirty (30) days after due date or to bring an action at law  against the owner personally obligated to pay the same. 

(d) issue, or cause an appropriate officer to 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 assessments has been paid, such  certificates shall be conclusive evidence of such payment; 

(e) procure and maintain adequate liability and hazard insurance on property  owned by the Association; 

(f) cause all officers or employees having fiscal responsibilities to be  bonded, as it may deem appropriate; 

(g) cause the Common Area to be maintained. 

ARTICLE VIII 

Officers 

Section 1\. Officers. The officers of the Association shall be a President, one  or more vice Presidents (the number thereof to be determined by the Board of Directors),  a Secretary, a Treasurer and such other officers as may be elected in accordance with the  provisions of this Article. The Board of Directors may elect or appoint such other  officers, including one or more Assistant Secretaries and one or more Assistant  Treasurers, as it shall deem desirable, such officers to have the authority and perform the  duties prescribed, from time to time, by the Board of Directors. Any two or more offices  may be held by the same person, except the offices of President and Secretary.

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Section 2\. Election and Term of Office. The officers of the Association shall  be elected annual by the Board of Directors after the regular annual meeting of its  Members. If the election of officers shall not be held at such meeting, such election shall  be held as soon thereafter as conveniently may be. New officers may be created and  filled at any meeting of Board of Directors. Each officer shall hold office until his  successor shall have been duly elected and shall be qualified. 

Section 3\. Removal. Any officer elected or appointed by the Board of  Directors may be removed by the Board of Directors whenever in its judgment the best  interests of the Association would be served thereby, but such removal shall be without  prejudice to the contract rights, if any, of the officer so removed. 

Section 4\. Vacancies. A vacancy in any office because of death, resignation,  removal disqualification or otherwise, may be filled by the Board of Directors for the  unexpired portion of the term. 

Section 5\. President. The President shall be the principal executive officer of  the Association and shall in general supervise and control all of the business and affairs  of the Association. He shall preside at meetings of the members and the Board of  Directors. He may sign, with the Secretary or any other proper officer of the Association  authorized by the Board of Directors, any deeds, mortgages, bonds, certificates, or other  instruments which the Board of Directors has authorized to be executed, except in cases  where signing and execution thereof shall be expressly delegated by the Board of  Directors or by these By-Laws or by statute to some officer or agent of the Association;  and in general he shall perform all duties incident to the office of the President and such  other duties as may be prescribed by the Board of Directors from time to time. 

Section 6\. Vice President. In the absence of the President or in the event of  his inability or refusal to act, the Vice President (or in the event there be more than one  Vice President, the Vice President in the order of their election) shall perform the duties 

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of the President, when so acting, shall have all of the powers of and be subject to all the  restrictions upon the President. Any Vice President shall perform such other duties as  from time to time may be assigned to him by the President or by the Board of Directors. 

Section 7\. Treasurer. If required by the Board of Directors, the Treasurer  shall give a bond for the faithful discharge of his duties in such sum and with such surety  or sureties as the Board of Directors shall determine. He shall have charge and custody  of and be responsible for all funds and securities of the Association; receive and give  receipts for moneys due and payable to the corporation from any source whatsoever, and  deposit all such moneys in the name of the Association in such banks, trust companies, or  other depositories as shall be selected in accordance with the provisions of Article VII of  these By-Laws; and in general perform all the duties incident to the office of Treasurer  and such other duties as from time to time may be assigned to him by the President or by  the Board of Directors. The Treasurer shall keep proper books of account and, if required  by Federal, State or local law, or if deemed appropriate by a majority of the board, cause  an annual audit of the Association books to be made by a Certified Public Accountant at  the completion of each fiscal year. He shall prepare an annual budget and an annual  balance sheet statement and the budget and balance sheet statement shall be presented to  the membership at its regular annual meeting. 

Section 8\. Secretary. The Secretary shall keep the minutes of the meetings  and the members and of the Board of Directors in one or more books provided for that  purpose; see that all notices are duly given in accordance with the provisions of these By Laws or as required by law; be custodian of the corporate records and of the seal of the  corporation and see that the seal of the corporation is affixed to all documents, the  execution of which on behalf of the corporation under its seal is duly authorized in  accordance with the provisions of these By-Laws; keep a register of the post office  address of each member which shall be furnished to the Secretary by each member; and  in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

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Section 9\. Assistant Treasurers and Assistant Secretaries. If required by the  Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of  their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Treasurers and Assistant Secretaries, in general shall perform such duties  as shall be assigned to them by the Treasurer and the Secretary or by the President or by  the Board of Directors. 

ARTICLE IX 

Committees 

Section 1\. Standing Committees. The Standing Committees of the  Association shall be: 

The Architectural Control Committee 

Unless otherwise provided herein, each committee shall consist of a chairman and two or  more members and shall include a member of the Board of Directors for Board contact.  The committees shall be appointed by the Board of Directors during first meeting of the  Board of Directors after the annual meeting at which time the Board of Directors shall  appoint or reappoint members to the existing committees The Board of Directors may  appoint such other committees as it deems desirable or necessary. 

Section 2\. The “Architectural Control Committee” shall have the duties and  functions described in article VI of the Declaration. It shall monitor any proposals,  programs, or activities which may adversely affect the residential value of the Properties  and shall advise the Board of Directors regarding Association action on such matters. 

Section 3\. Term of Office. Each member of a committee shall continue as  such until the first meeting of the Board of Directors after the annual meeting at which  time the Board of Directors shall appoint or reappoint members to the existing  committees or unless the committee shall be sooner terminated, or unless such member 

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be removed from such committee by the Board of Directors, or unless the committee  member resigns, or unless such member shall cease to qualify as a member thereof. 

ARTICLE X 

Contracts, Checks, Deposits and Funds 

Section 1\. Contracts. The Board of Directors may authorize any officer or  officers, agent or agents of the Association, in addition to the officers so authorized by  these By-Laws, to enter into any contract or execute and deliver any instrument in the  name of and on behalf of the association, and such authority may be general or confined  to specific instances. 

Section 2\. Checks, Drafts, etc. All Check, drafts, or orders for the payment of  money, notes or other evidences of indebtedness issued in the name of the Association,  shall be signed by such officer or officers, agent or agents of the Association and in such  manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be  signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a  Vice President of the Association. 

Section 3\. Deposits. All funds of the Association shall be deposited from  time to time to the credit of the Association in such banks, trust companies or other  depositories as the Board of Directors may select. 

Section 4\. Gifts. The Board of Directors may accept on behalf of the  Association any contribution, gift, bequest or devise for the general purpose or far any  special purpose of the Association. 

ARTICLE XI

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Miscellaneous 

Section 1\. Books and Records. The Association shall keep correct and  complete books and records of account and shall also keep minutes of the proceedings of  its members, Board of Directors and committees having any of the authority of the Board  of Directors, and shall keep at the registered or principal office a record giving the names  

and addresses of the members entitled to vote. All books and records of the Association  may be inspected by any member, or his agent or attorney fro any proper purpose at any  reasonable time. 

Section 2\. Fiscal Year. After the first fiscal year, the fiscal year of the  Association shall begin on the 1st day of January and end on the 31st day of December in  each year. 

Section 3\. Seal. The Board of Directors shall provide a corporate seal, which  shall be in the form of a circle and shall have inscribed thereon the name of the  corporation and the words “Corporate Seal. Nonprofit 1977” 

Section 4\. Waiver of Notice. Whenever any notice is required to be given  under the provisions of the Washington Nonprofit Corporation Act or under the  provisions of the Articles of Incorporation or the By-Laws of the corporation, a waiver  thereof in writing signed by the person or persons entitled to such notice, whether before  or after the time stated therein, shall be deemed equivalent to the giving of such notice. 

Section 5\. Amendment of By-Laws. These By-Laws may be amended, at a  regular or special meeting of the members, by a vote of a majority of a quorum of  members present in person or by proxy. In the case of any conflict between the Articles  of Incorporation and these By-Laws, the Articles shall control; and in the case of any  conflict between the Declaration and these By-Laws, the Declaration shall control.

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Section 6\. Tax Exempt Status. It is the express intent, purpose and mandate  of the Articles of Incorporation that the corporation be managed and operated so as to  qualify under the provisions of Section 528 of the Internal Revenue Code of the United  States, and any amendments thereto, or successor statutes of like import, to the end that  this corporation shall qualify as exempt from taxation by the United States as provided in  the aforesaid section. 

Updated 10-23-2018

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