1.1 Registered Office and Registered Agent.

The registered office of the Association shall be located in the State of Washington, at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law.

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2.1 Regular Meetings.

There shall be three regular meetings of the members of the Association to be held at such specific place and time as shall be set by the Board of Directors.

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2.2 Special Meeting.

Special meetings of the members for any purpose or purposes may be called at any time by the Board of Directors to be held at such time and place as shall be set by the Board of Directors.

Any three (3) members, upon written request to the Secretary, may call a special meeting of the membership.

Notice of special meetings stating the purposes shall be given by the Secretary to all members in the same manner as notice of the annual meeting.

It shall be the duty of the Secretary to call a special meeting of the members to be held at the time and place set by the Board of Directors not less than fourteen (14) nor more than sixty (60) days after the receipt of request to call a special meeting.

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2.3 Notice of Meetings.

Notice of the annual meeting of members shall be in writing, stating the time, place, and purposes of such meeting and shall be given to all members of record entitled to vote at such meeting at least fourteen (14) days prior to the day set for the meeting.

The written notice shall be placed in the United States mail, postage prepaid, and addressed to a member at his/her last known post office address at least fourteen (14) days before the date of the meeting.

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2.4 Membership and Voting Rights.

The members of the Association are the Owners who shall be entitled to one vote for each Lot owned.

When more than one person holds any interest in any Lot, all such persons shall be members.

The vote for such Lot shall be exercised among them as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot.

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2.5 Adjourned Meetings.

In the event any meeting is adjourned then the meeting may be continued at such time and place as those present may determine provided written notice must be given to all members of the time and place of the continued meeting, which written notice must be mailed at least fourteen (14) days before the date of the continued meeting.

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2.6 Quorum.

The presence in person or by proxy of one third (33.33%) of the voting power of all members shall constitute a quorum for the transaction of business at a members' meeting.

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2.7 Vote by Mail.

Members may vote by mail for the election of directors or officers or on other proposals submitted to the members if the name of each candidate and/or the text of each proposal to be voted on is set forth in an accompanying writing or contained in the notice of meeting.

Persons voting by mail shall be deemed present for purposes of a quorum, count of votes, and percentages of total voting power.

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2.8 Action by Members Without a Meeting.

Any action required or which may be taken at a meeting of members of the Association may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter.

Such consent shall have the same force and effect as a unanimous vote of members.

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2.9 Action of Members by Communications Equipment.

Members may participate in a meeting of members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

Participating by such means shall constitute presence in person at a meeting.

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2.10 Business.

Business transacted at all special meetings shall be confined to the objects stated in the notice.

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2.11 Majority Vote Governs.

When a quorum is present at any meeting, the vote of the holders of a majority of the members in the Association present in person or represented by proxy at the meeting shall decide any matter brought before the meeting, unless the matter is one upon which, by express provision of the laws of the State of Washington, the Articles of Incorporation, the Declaration, or these Bylaws, a different vote is required.

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2.12 Meeting Procedure – Robert's Rules of Order.

Meetings of Members may be conducted in a fashion that is less formal than that applicable to larger organizations, provided the procedures employed do not violate these Bylaws or any other governing documents of the Association.

In the event of a dispute or disagreement between or amongst Members at a Meeting regarding procedure, Robert's Rules of Order shall govern.

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3.1 Number and Qualifications.

The affairs and property of the Association shall be managed by a Board of not less than five (5) Directors. Directors need be members of the Association.

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3.2 Election of Directors: Nominating Committee; Election Committee.

The Directors shall be elected by the members at the Winter Meeting of the members, to hold office until the next Winter Meeting and until his/her respective successor is elected and qualified.

In the event of failure to hold an election of Directors at the Winter Meeting, election of Directors may be held at the Spring Meeting or at a special meeting of the members called for that purpose.

Election of the Board of Directors shall be by written ballot. The members or their proxies may cast, in respect of each vacancy, as many votes as they are entitled to exercise under the provisions of the recorded covenants applicable to Cedar Ridge Homeowners' Association.

The candidates receiving the largest number of votes shall be elected.

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3.2.1 Nominations.

Nominations for election of the Board of Directors shall be by a Nominating Committee which shall be one of the standing committees of the Association.

The Nominating Committee shall consist of a Chairman and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors at or following the Fall Meeting.

The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.

The nominations shall be made from the members.

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3.2.2 Elections.

All elections to the Board of Directors shall be made on written ballots which shall:

1. describe the vacancies to be filled;
2. set forth the names of those nominated by the Nominating Committee for vacancies; and
3. contain a space for a write-in vote by the members for each vacancy.

The ballots shall be prepared and mailed by the Secretary to the members at least fourteen (14) days in advance of the Winter Meeting.

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3.2.3 Ballots.

Each member shall receive as many ballots as he/she has votes, as defined in Paragraph 2.4.

The completed ballots shall be returned as follows:

Each ballot shall be placed in a sealed envelope marked "Ballot" but not marked in any other way.

The "Ballot" envelope shall be placed in another sealed envelope which shall bear on its face the name and signature of the member or his/her proxy, the number of ballots being returned, and such other information as the Board of Directors may determine will serve to establish his/her right to cast the vote or votes represented in the ballot or ballots contained therein.

The ballots shall be returned to the Secretary at the Winter Meeting or to the address designated in the ballot.

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3.2.4 Receipt.

Upon receipt of any ballots prior to the Winter Meeting, the Secretary shall immediately place the ballots in a safe place until the day set for the Winter Meeting at which the elections are to be held.

At the Winter Meeting all ballots shall be gathered and turned over, unopened, to an Election Committee which shall consist of three (3) members appointed by the Board of Directors.

The Election Committee shall then adopt a procedure which shall:

1. establish that the number of envelopes marked "Ballot" corresponds to the number of votes allowed to the member or his/her proxy identified on all the outside envelopes containing them;
2. establish that the signature of the member or his/her proxy on the outside envelopes appears genuine; and
3. if the vote is by proxy, establish that the proxy has been filed with the Secretary and that such proxy is valid.

A procedure shall be taken in a manner that the vote of any member or his/her proxy shall not be disclosed to anyone, even the Election Committee.

The outside envelopes shall then be placed in a safe or other locked place and the Election Committee shall proceed to the opening of the "Ballot" envelopes and the counting of the votes.

Immediately after the announcement of the results, unless a review of the procedure is demanded by the members present, the ballots and the outside envelopes shall be destroyed.

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3.3 Change of Number.

The number of Directors may, at any time, be increased or decreased by the members at any annual or special meeting, provided that no decrease shall have the effect of shortening the term of any incumbent Director except as provided in Paragraphs 3.4 and 3.5.

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3.4 Vacancies.

Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the members at a meeting of the members, provided notice shall have been given that such vacancy would be filled at the meeting.

A Director elected to fill any vacancy shall hold office for the unexpired term of his/her predecessor and until his/her successor is elected and qualified.

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3.5 Removal of Directors.

At a meeting of members called expressly for that purpose, the entire Board of Directors, or any member, may be removed by a vote of the holders of a majority of the members then entitled to vote at an election of the Directors.

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3.6 Regular Meetings.

The first meeting of each newly elected Board of Directors shall be held immediately after the Winter Meeting.

The Board of Directors shall also meet following the Spring and Fall Meetings of the members at the same place as the members' meetings.

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3.7 Additional Regular Meetings.

Additional regular meetings of the Board of Directors may be held at any place and at such time as shall from time to time be fixed by resolution of the Board.

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3.8 Special Meetings.

Special meetings of the Board of Directors may be held at any place and at any time, whenever called by the President, Vice President, Secretary, Treasurer, or any three (3) or more Directors.

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3.9 Notice of Meeting.

No notice of the Winter, Spring, and Fall Meetings of the Board of Directors shall be required.

Notice of the time and place of any special meeting of the Board of Directors shall be given by the Secretary or by the person calling the meeting, by mail, personal communication, or otherwise, at least three (3) days prior to the date upon which the meeting is to be held.

No notice of any additional regular meeting need be given if the time and place shall have been fixed by resolution of the Board of Directors and a copy of the resolution has been mailed to each Director at least three (3) days prior to the first meeting held pursuant to the resolution.

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3.10 Registered Dissent.

A Director who is present at a meeting of the Board of Directors at which action on an Association matter is taken shall be presumed to have assented to the action unless:

1. his/her dissent shall be entered in the minutes of the meeting;
2. he/she shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment of the meeting; or
3. he/she shall forward the dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting.

The right to later dissent shall not apply to a Director who voted in favor of such action.

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3.11 Quorum.

A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.

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3.12 Action by Directors Without a Meeting.

Any action required or which may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken or to be taken, shall be signed by all of the Directors.

The consent shall have the same effect as a unanimous vote.

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3.13 Action of Directors by Communications Equipment.

Any action required or which may be taken at a meeting of Directors may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

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4.1 Officers Enumerated; Election.

The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors at the annual meeting, to hold office for the term of one (1) year, and until their successors are elected and qualified.

The President of the Association shall be a Member of the Board of Directors. Other officers may, but are not required to be, Members of the Board of Directors.

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4.2 Qualifications.

None of the officers of the Association except the President need be a Director.

Any two or more offices may be held by the same person, except the offices of President and Secretary.

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4.3 The President.

The President must be a Director of the Association.

He/She shall exercise the usual executive powers pertaining to the office of the President.

He/She shall preside at the meetings of the Board of Directors and of the members.

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4.4 Vice President.

The Vice President shall have such powers and perform such duties as may be assigned to him/her from time to time by the Board of Directors.

The Vice President shall be vested with the powers and perform the duties of the President in the absence of the President or during his/her incapacity.

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4.5 Secretary and Assistant Secretaries.

It shall be the duty of the Secretary to keep the records of the proceedings of the Directors and members, to facilitate the Board of Directors election process as set forth in Article III and, when requested by the Board of Directors, to sign and execute with the President all deeds, bonds, contracts, and other obligations or instruments in the name of the Association, and to perform such other duties as the Board of Directors may from time to time designate.

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4.6 Treasurer.

The Treasurer shall have the care and custody and be responsible for all funds and securities of the Association and shall keep regular books of account.

He/She shall deposit all funds and other valuable effects in the name of the Association in such depositories as may be designated by the Board of Directors.

In general, he/she shall perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be designated to him/her by the Board of Directors.

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4.7 Other Officers and Agents.

The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their office for such term and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

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4.8 Removal of Officers.

Any officer elected or appointed may be removed by the Board of Directors by the affirmative vote of a majority of the whole Board of Directors whenever, in its judgment, the best interests of the Association will be served thereby.

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5.1 Standing Committees.

The standing committees of the Association shall be as follows:

• The Nominations Committee;
• The Maintenance Committee;
• The Election Committee;
• The Architectural Control Committee; and
• The Financial Review Committee.

Unless otherwise provided, each Committee shall consist of a Chairman and two or more members.

The Board of Directors may appoint such other Committees as it deems desirable.

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5.2 Nominations Committee.

The Nominations Committee shall have the duties and functions described in Article III of the Bylaws.

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5.3 Maintenance Committee.

The Maintenance Committee shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the common properties and facilities of the Association, and shall perform such other functions as the Board, in its discretion, determines.

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5.4 Election Committee.

The Election Committee shall perform such functions in connection with the election of Directors as are set forth in Article III or as may otherwise be directed by the Board.

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5.5 Architectural Control Committee.

The Architectural Control Committee shall have the duties and functions described in Article IV, Declaration of Covenants and Restrictions applicable to Cedar Ridge Estates.

It shall advise the Board and the members of proposals, programs, or activities which may adversely affect the residential value of Cedar Ridge Estates.

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5.6 Financial Review Committee.

The Financial Review Committee shall supervise the annual budget and balance sheet statement to be presented to the membership at its regular annual Spring Meeting.

The Treasurer shall be an ex officio member of the Committee.

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5.7

It shall be the duty of each Committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility.

It shall address such complaints as it deems appropriate or refer them to such other Committee, Director, or Officer of the Association as is further concerned with the matter presented.

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