Bylaws of Wilson Ranch Association

Article 1       Name and Location Article 7    Powers and Duties of BOD
Article 2      Object and Definitions Article 8    Officers and Their Duties
Article 3      Membership Article 9    Committees
Article 4      Association Article 10    Indemnification
Article 5     Board of Directors Article 11   Ammendments
Article 6     Meetings of BOD Article 12    Miscellaneous

ARTICLE 1

NAME AND LOCATION

The name of the corporation is Wilson Ranch Association, a Washington nonprofit corporation.The principal office of the corporation is located at 1938 Fairview Avenue East, Suite 300, Seattle, Washington 98102, but meetings of Members and Directors may be held at such places within the State of Washington as may be designated by the Board of Directors.

ARTICLE 2

OBJECT AND DEFINITIONS

2.1 Purposes.The purposes for which the Association is formed are (i) to provide for the maintenance, preservation, and control of the Common Area which is part of the real property located in Okanogan County, Washington (Property), which has been submitted to the Amended and Restated Declaration of Covenants, Conditions, Restrictions, and Easements for Wilson Ranch recorded under Auditor’s File No. 3034705 in the official records of Okanogan County, Washington, as it may be amended, (Declaration); and (ii) to promote the health, safety, and welfare of the Owners of Wilson Ranch.

2.2 Assent.All present or future Owners, their family, present or future tenants, and their guests and invitees, and any other person using the facilities of Wilson Ranch in any manner are subject to the Wilson Ranch Documents, including these Bylaws.The mere acquisition or rental of any of the Lots in Wilson Ranch or the mere act of occupancy of one of the Lots shall constitute ratification and acceptance of these Bylaws.

2.3 Definitions.The defined terms used in these Bylaws shall have the meanings assigned to those terms in the Declaration.

ARTICLE 3

MEMBERSHIP

3.1 Membership.The Association shall have two classes of voting membership:

Class A: Class A Members shall be all Owners, with the exception of Declarant.Each Owner shall be entitled to a specific number of votes figured as follows:

(i) one (1) vote for each Lot owned, according to the Plat recorded in the official records of Okanogan County, Washington;

(ii) one (1) vote for each residential Condominium Unit as shown on a Condominium Map recorded in the official records of Okanogan County, Washington;

(iii )in the case of a hotel, one-half (1/2) vote for each hotel room as noted in a statement of allocated votes signed by Declarant and filed with the Secretary of the Association regardless of whether any such room is a Condominium Unit so long as it is operated for hotel purposes.

The ownership interests enumerated in paragraphs (i) through (iii) above are sometimes referred to as “Voting Units” in these Bylaws.When more than one person holds an interest in any Voting Unit, all such persons shall be Members. The vote for such Voting Unit shall be exercised as they among themselves determine, and the Secretary of the Association shall be notified of such designation prior to any meeting.In the absence of such advice, the vote allocated to the Voting Unit shall be suspended in the event more than one person or entity seeks to exercise the right to vote.

Class B: Class B Member(s) shall be the Declarant and any successor of Declarant who takes title to all or part of the Property for the purpose of development and sale and who is designated as successor declarant in a recorded instrument executed by Declarant.Class B Members shall be entitled to three votes for each Voting Unit owned.The Class B membership shall terminate on either of the following dates, whichever occurs earlier:

(a) July 1, 2005; or

(b) the date on which Declarant voluntarily relinquishes its Class B membership, as evidenced by a notice recorded in the official records of Okanogan County, Washington.

From and after the termination of the Class B membership, Declarant and any designated successor shall be entitled to one vote for each Voting Unit owned.At such time, Declarant shall call a special meeting of Members to advise the membership of the termination of Class B status and to transfer control of the Association to the Class A Members.

3.2 Proof of Membership.Any person or entity, on becoming an Owner of a Lot, shall furnish to the Manager or to the Secretary of the Association a photocopy or a certified copy of the recorded instrument vesting that person or entity with an ownership interest, which instrument shall remain in the files of the Association.An Owner shall not be deemed to be a Member of the Association in good standing and shall not be entitled to vote at any annual or special meeting of Members unless this requirement is first met.

ARTICLE 4

ASSOCIATION:MEETINGS, QUORUM, VOTING, PROXIES

4.1 Annual Meetings.The first annual meeting of the Members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held in the last week of March of each year on a date set by the Board of Directors at the hour of 7:00 p.m., unless otherwise specified.If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following the originally scheduled date which is not a legal holiday.

4.2 Special Meeting.Special meetings of the Members may be called at any time by the President of the Association or by the Board of Directors, or upon written request of the Members who are entitled to vote one-tenth (1/10) of all of the votes of the Class A membership.

4.3 Notice of Meetings.Written notice stating the place, day, and hour of each meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than fifty (50) 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 the registered mailing address of each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member’s mailing address as it appears on the records of the Association, with postage thereon prepaid.

4.4 Quorum.The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, twenty-five percent (25%) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Wilson Ranch Documents.If, however, such quorum shall not be present or represented at the meeting, the Members entitled to vote at the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or be represented.

4.5 Voting by Mail.The Board of Directors may decide that voting of the Members shall be by mail with respect to any properly noticed matter, any particular election of Directors, any proposed amendment of any of the Wilson Ranch Documents, or adoption of a proposed plan of merger, consolidation, or dissolution.In the case of a vote by mail relating to any properly noticed matter, or any proposed amendment to any of the Wilson Ranch Documents, or adoption of a proposed plan of merger, consolidation, or dissolution, the Secretary shall give written notice to all Members, which notice shall include (i) a proposed written resolution setting forth a description of the proposed action, (ii) a statement that such persons are entitled to vote by mail for or against such proposal, (iii) a statement of a date not less than twenty (20) days after the date such notice shall have been given by which all votes must be received, and (iv) the specified address of the principal office of the corporation to which all votes must be sent.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 of each class entitled to be cast on such question unless a higher proportion of the votes is required by any of the Governing Documents.Delivery of a vote in writing to the principal office of the corporation shall be equivalent to receipt of a vote by mail at such address for the purpose of this Section.

4.6 Proxies.Any Member may cast such Member’s vote in person or by proxy, but no proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.Proxies shall be filed with the Secretary at or before the appointed time of each meeting.

4.7 Designation of Voting Representative—Proxy.If title to a Lot is held by more than one individual, by a firm, corporation, partnership, association, or other legal entity, or any combination of such parties, a proxy must be executed and filed with the Secretary appointing and authorizing one person or alternate persons (who may be a tenant of the Owner) to attend all annual and special meetings of Association Members and to cast the vote or votes allocated to that Lot at the meeting.Such proxy shall be effective and remain in force for eleven months from the date of its execution unless voluntarily revoked, amended, or sooner terminated by operation of law; provided, however, that within thirty (30) days after such revocation, amendment, or termination, the Owner or Owners shall reappoint and authorize one person or alternate persons to attend all annual and special meetings as provided by this Section.

4.8 Waiver of Notice.Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting.Attendance at a meeting by a Member, whether in person or by proxy, shall be deemed waiver by such Member of notice of the time, date, and place of the meeting, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted at the meeting unless objection to the calling or convening of the meeting, of which proper notice was not given, is raised before the business is put to a vote.

4.9 Majority of Owners.As used in these Bylaws, the term “majority” shall mean those votes, Owners, or other groups as the context may indicate totaling more than 50 percent of the total number.

4.10 Conduct of Meetings.The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring there.

4.11 Action Without a Meeting.Any action which may be taken by the vote of Members at a regular or special meeting may be taken without a meeting with the written consent of all of the Members.

ARTICLE 5

BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE

5.1 Directors During Declarant Control.As long as the Class B membership exists, the Board of Directors consisting of three (3) directors shall be selected by Declarant and shall serve at the sole discretion of Declarant.Declarant may surrender its right to select the Board of Directors prior to termination of the Class B membership.The directors selected by Declarant need not be Members of the Association.

5.2 Directors Following Termination of Declarant Control.When the Class B membership no longer exists, the affairs of this Association shall be managed by a Board of five (5) directors who shall be Members of the Association or the delegates of Members appointed by proxy under Section 4.7 above.The number of members of the Board of Directors may be changed by amendment of these Bylaws.One (1) member of the Board of Directors shall be elected solely by the Member(s) that own property within Wilson Ranch that is operated for hotel or other commercial purposes; the remaining four (4) positions shall be filled by an election of all Members.

5.3 Nominating Committee.Except with respect to directors selected by Declarant, nominations for election to the Board of Directors shall be made by a Nominating Committee, consisting of a Chairman, who shall be a Member of the Board of Directors, and two or more Members of the Association.The Nominating Committee shall be appointed by the Board of Directors not less than thirty (30) days prior to each annual meeting of the Members to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each such annual meeting.The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but in no event less than the number of vacancies or terms to be filled by vote of the Members.Nominations shall be permitted from the floor.All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.

5.4 Election of Directors.At the first meeting of the Members following termination of the Class B membership, the Members shall elect all of the Board of Directors.Any terms of Class B directors which have not expired shall terminate.At each annual meeting of Members thereafter, directors shall be elected.

5.5 Terms of Office.The initial terms of the directors elected pursuant to Section 5.2 shall be fixed at the time of their election as they themselves shall determine in order to establish a system of three (3) year terms in which at least one member of the Board is reelected in each year.At the expiration of the initial term of office of each respective director, a successor shall be elected to serve three (3) years.Each director shall hold office until such director’s successor shall have been elected by the Association and qualified.

5.6 Removal of Directors; Vacancies.Direc­tors may be removed and vacancies on the Board may be filled as follows:

(a) By the Members.Following termination of the Class B membership, any director may be removed, with or without cause, at any regular or special meeting of the Members. A successor to any director removed may then and there be elected to fill the vacancy created.A director whose removal is proposed by the Members shall be given at least ten (10) days’ notice of the date and purpose of the meeting, and shall be given an opportunity to be heard at the meeting.

(b) By the Board.Any director who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of any Assessment for more than thirty (30) days may be removed by a majority vote of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board.In the event of the death, disability, or resignation of a director, a vacancy may be declared by the Board, and it may appoint a successor.Any director appointed by the Board shall serve for the remainder of the term such successor was appointed to fill.

5.7 Compensation.No director shall receive compensation for any service he or she may render to the Association.However, any director may be reimbursed for actual expenses incurred in the performance of such director’s duties.

5.8 Action Taken Without a Meeting.The directors shall have the right to take any action which they could take at a meeting in the absence of a meeting by obtaining the written approval of all the directors.Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE 6

MEETINGS OF DIRECTORS

6.1 Regular Meetings.Regular meetings of the Board of Directors shall be held quarterly without notice, at such place and hour as may be fixed from time to time by resolution of the Board.Should the 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.

6.2 Special Meetings.Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) directors, after not less than three (3) days’ notice to each director.

6.3 Quorum.A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

6.4 Waiver of Notice.The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each of the directors not present signs a written waiver of notice.The waiver of notice or consent need not specify the purpose of the meeting.Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

6.5 Telephonic Participation.One or more Directors may participate in any regular or special meeting of the Board by telephone conference call and those Directors so participating shall be counted for quorum purposes.

ARTICLE 7

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

7.1 General.The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association.The Board of Directors may do all such acts and things as are not by law or by the Articles of Incorporation, these Bylaws, or the Declaration directed to be exercised or done by the Members.

7.2 Specific Powers and Duties.Without limiting the generality of powers and duties set forth in Section 7.1 above, the Board of Directors shall be empowered and shall have the powers and duties as follows:

(a) To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations, and all other provisions set forth in the Declaration.

(b) To establish, make, and enforce compliance with such reasonable rules and regulations as may be necessary for the operation, use, and occupancy of Wilson Ranch, with the right to amend same from time to time.A copy of such rules and regulations shall be delivered to or mailed to each Member promptly after adoption.

(c) To keep in good order, condition, and repair all the Common Area and all items of personal property, if any, used in the enjoyment of the Common Area.No approval of the Members is required for expenditures for these purposes, except as otherwise required by the Declaration.

(d) To insure and keep insured all the insurable property contained in the Common Area and to maintain casualty and other insurance, all as required by the Declaration.

(e) To fix, determine, levy, and collect the prorated annual Assessments to be paid by each of the Members towards the gross expenses of Wilson Ranch, and to adjust, decrease, or increase the amount of the Assessments, and to credit any excess of Assessments over expenses and cash reserves to the Members against the next succeeding assessment period.

(f) To levy and collect special assessments whenever, in the opinion of the Board, it is necessary to do so in order to meet increased operating or maintenance expenses or costs, or additional capital expenses, or because of emergencies. All special Assessments shall be in statement form and shall set forth in detail the various expenses for which the Assessments are being made.

(g) To levy and collect default assessments for violation of the Wilson Ranch Documents or because the Association has incurred an expense on behalf of a Member under the Wilson Ranch Documents.

(h) To collect delinquent assessments by suit or otherwise and to enjoin or seek damages from an Owner as provided in the Declaration and these Bylaws; to enforce a late charge of not less than $100 in connection with any assessments remaining unpaid more than thirty (30) days from the due date for payment; to collect interest at two points above the prime rate charged by the Association’s bank or such other rate set by the Board on unpaid assessments in accordance with Section 4.8 of the Declaration; and to exercise other remedies for delinquent Assessments as set forth in the Declaration.

(i) To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the Declaration and these Bylaws and to authorize the appropriate officers to execute all such instruments evidencing such indebtedness as the Board of Directors may deem necessary; provided, however, that the Board shall not borrow more than $50,000 or cause the Association to be indebted for more than $50,000 at any one time without the prior approval of a majority of votes of both classes of membership.

(j) To enter into contracts within the scope of their duties and powers.

(k) To establish a bank account for the operating account of the Association and for all separate funds which are required or may be deemed advisable by the Board of Directors.

(l) To cause to be kept and maintained full and accurate books and records showing all of the receipts, expenses, or disbursements and to permit examination thereof by Members or their Mortgagees at convenient weekday business hours.

(m) To cause any and all access roads and parking areas across the Property to be maintained.

(n) To delegate to the Manager or any other person or entity such of the Association’s duties or responsibilities as may be more conveniently or efficiently performed by another than by the Association, and to agree to assess to the Members a reasonable fee for such services, except that the duties set forth in (e), (f), (g), (i), and (j) shall not be so delegated.

(o) To assist the Design Review Committee in the performance of its functions.

7.3 Manager.

(a) The Board of Directors may employ for Wilson Ranch a professional management agent or agents as Manager at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize.The Board of Directors may delegate to the Manager, subject to the Board’s supervision, all of the powers granted to the Board of Directors by these Bylaws, other than the powers set forth in subparagraphs (e), (f), (g), (i), (j) and (n) of Section 7.2 of this Article.Declarant, or an affiliate or employee of Declarant, may be employed as Manager.

(b) No management contract may have a term in excess of three (3) years and must permit termination by either party without cause and without payment of a termination fee on ninety (90) days’ or less written notice.

7.4 Accounts and Reports.The following management standards of performance will be followed by unless the Board by resolution specifically determines otherwise:

(a) Accrual accounting, as defined by generally accepted accounting principles, shall be employed.

(b) Accounting and controls should conform with established AICPA guidelines and principles.A segregation of accounting duties should be maintained.Cash disbursements shall be limited to amounts of $25 and under.

(c) Cash accounts of the Association shall not be commingled with any other accounts.

(d) No remuneration shall be accepted by the Board of Directors or the Manager from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder’s fees, service fees, prizes, gifts, or otherwise (except that such persons may be employees of Declarant during the period of Class B membership); anything of value received shall benefit the Association.

(e) Any financial or other interest which the Manager or a Member of the Board of Directors may have in any firm (other than Declarant) providing goods or services to the Association shall be disclosed promptly to the Board of Directors.

(f) Commencing at the end of the calendar quarter in which the first Lot is sold and closed and continuing on a quarterly basis, financial reports shall be prepared for the Board of Directors containing:

(i) an Income Statement reflecting all income and expense activity for the preceding three (3) months on an accrual basis;

(ii) an Account Activity Statement reflecting all receipt and disbursement activity for the preceding three (3) months on an accrual basis;

(iii) a Delinquency Report listing all Owners who have been delinquent during the preceding three (3) month period in paying the monthly installments of Assessments and who remain delinquent at the time of the report, and describing the status of any action to collect such installments which remain delinquent.

(g) A Balance Sheet as of the last day of the Association’s fiscal year and an Operating Statement for said fiscal year shall be distributed to the Members.At the written request of an Owner or First Mortgagee, such statements shall be audited at their expense.Any such audited statements shall be delivered to any Owner requesting the report and to the Association upon payment of a reasonable fee for copying.

(h) An Account Status Report reflecting the status of all accounts in an “actual” versus “approved” budget format with a Budget Report reflecting any actual or pending obligations which are in excess of budgeted amounts by an amount exceeding the operating reserves or ten percent (10%) of a major budget category (as distinct from a specific line item in an expanded chart of accounts) shall be prepared for the Board periodically and available to all Members on an annual basis.

7.5 Hearing Procedure.The Board shall not impose a fine, suspend voting, or suspend any rights of a Member or other occupant for violations of rules and regulations or of the provisions of the Wilson Ranch Documents unless and until the following procedure is followed:

(a) Demand.Written demand to cease and desist from the alleged violation shall be served upon the alleged violator specifying:

(i) the alleged violation;

(ii) the action required to abate the violation; and

(iii) a time period, not less than ten (10) days, during which the violation may be abated without further sanction, if such violation is a continuing one, or a statement that any additional similar violation may result in the imposition of a sanction after notice and hearing, if the violation is not continuing.

(b) Notice.At any time within twelve (12) months of such demand, if the violation continues past the period allowed in the demand for abatement without penalty or if the same rule is subsequently violated, the Board or its delegate shall serve the violator with written notice of a hearing to be held by the Board.The notice shall contain:

(i) the nature of the alleged violation;

(ii) the time and place of the hearing, which time shall not be less than ten (10) days from the giving of the notice;

(iii) an invitation to attend the hearing and produce any statement, evidence, and witness on the Member’s behalf; and

(iv )the proposed sanction to be imposed.

(c) Hearing.The hearing shall be held pursuant to this notice affording the Member a reasonable opportunity to be heard.Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meeting.Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, director, or agent who delivered such notice.The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting.The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.Written and oral evidence may be presented.The presenting party shall provide copies of any written evidence to the other party or parties.The decision of the Board shall be final.

(d) Appeal.The Board may in its discretion appoint a Hearing Committee to hear the matter.In such event the above procedure will apply except that either party may appeal the decision of the Hearing Committee to the Board by written notice to the Hearing Committee, the other party and the Board.The Board shall consider the minutes of the hearing and report the decision of the Board within a reasonable period of time not exceeding ninety (90) days after receipt of the notice. The decision of the Board shall be final.

These procedures shall not be necessary in order to impose any sanction or penalty for nonpayment of a delinquent assessment. The Design Review Committee shall employ the above procedures before ordering modification or removal of any improvement erected without its proper consent.Owner shall follow the above procedure in contesting a decision of the Design Review Committee except that instead of employing paragraph (a), the aggrieved Owner shall proceed to paragraph (b), and the Owner shall give the Design Review Committee and the Board notice of the decision appealed from, including a copy of the decision.The Board shall then give the notice of hearing consistent with Section 7.5(b)(i), (ii), and (iii) above, and the Board shall consider appeals regarding such matters in the manner set forth above.

ARTICLE 8

OFFICERS AND THEIR DUTIES

8.1 Enumeration of Officers.The officers of the Association shall be a President, Vice President, Secretary, and Treasurer, who shall at all times, except during the period in which the Class B membership exists, be Members of the Board of Directors, and such other officers as the Board may from time to time by resolution create.

8.2 Election of Officers.The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.

8.3 Term.The officers of the Association shall be elected annually by the Board, and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.

8.4 Special Appointments.The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.

8.5 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 in the notice, and unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

8.6 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 replaces.

8.7 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 Section 8.4 of this Article.

8.8 Duties.The duties of the officers are as follows:

(a) President:The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds, and other written instruments; and shall co-sign all checks and promissory notes.

(b) Vice President:The Vice President shall act in the place and stead of the President in the event of his absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

(c) Secretary:The Secretary shall record the votes and keep 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 Members of the Association together with their addresses; and shall perform such other duties as required by the Board.

(d) 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; shall sign all checks and promissory notes of the Association; keep proper books of account; and shall prepare an annual budget and the financial statements provided for by Section 7.4 of these Bylaws, and deliver or make copies available of each to the Members.

ARTICLE 9

COMMITTEES

The Board shall appoint a Nominating Committee as provided in these Bylaws.In addition, the Board of Directors may appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE 10

INDEMNIFICATION

The Association shall indemnify every director and officer, or former director or officer, and their respective successors, personal representatives, and heirs, against all loss, costs, and expenses, including counsel fees, reasonably incurred by such person in connection with any action, suit, or proceeding to which such person may be made a party by reason of such person’s being or having been a director or officer of the Association, except as to matters as to which such person shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of such person’s duty to the Association.In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of such person’s duties as such director or officer.The foregoing rights shall not be exclusive of other rights to which such director or officer may be entitled. All liability, loss, damage, cost, and expense arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the Association as common expenses.

ARTICLE 11

AMENDMENTS

These Bylaws may be amended, at a regular or special meeting of the Board, by a vote of a majority of a quorum of Directors present in person or by proxy, but amendment of Article 5 or 11 or any portion of those Articles shall require approval of all Directors.

ARTICLE 12

MISCELLANEOUS

12.1 Fiscal Year.The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

12.2 Conflicts of Documents.In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

CERTIFICATION

The undersigned does hereby certify:

That I am the duly elected and acting Secretary of the Wilson Ranch Association, a Washington nonprofit corporation; and

That the foregoing constitute the original Bylaws of the Association, as duly adopted by the Board of Directors of the Association effective as of March 20, 2001.

In Witness Whereof, I have hereunto subscribed my name this _____ day of _______________, 2002.




_____________________________________
James Gregg
Secretary