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ARTICLE I - REGISTERED OFFICE AND REGISTERED AGENT SECTION 1.1. The registered office of the corporation 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 such notices as may be required by law. The registered agent shall have a business office coincidental with the registered office. Any Changes in the registered agent or registered office of the corporation shall be effective upon filing notice of such change with the office of the Secretary of State Washington, unless a later date is specified in such notice. SECTION 2.1. The membership of the corporation shall be comprised of those persons who own one or more of the residential lots (the "Lots") within the Plat of Marie's Vineyard, according to the plat thereof recorded among the plat records of Thurston County, Washington. In the event any member shall convey his or her interest in any such Lot, or contract to convey any such Lot, such member shall immediately be disqualified from membership by reason of the conveyance or contract to convey, and the subsequent owner or contract purchaser of such Lot shall immediately 'become entitled to membership in the place and stead of the predecessor member. SECTION 2.2. Each member shall be entitled to one vote for each Lot owned. When more than one person holds an ownership interest in any Lot, all such persons shall be members and the vote for such Lot shall be cast as collectively determined by such members; however, in no event shall more than one vote be cast for each Lot. The Board of Directors may suspend the voting rights of any member for any period during which such member is delinquent in the payment of any regularly imposed assessment owing to the corporation or for the violation of any of the provisions of the Declaration of Covenants, Conditions, Restrictions and Reservations for the Plat of Marie's Vineyard or any rule or regulation adopted by the corporation. SECTION 2.3. An annual meeting of members, for election of directors and for transaction of such other business as may properly come before the meeting, shall be held on such date and at such time and place, as may be fixed by the Board of the Board of Directors. Special meetings of members for any purpose may be called at any time by the Board of Directors. SECTION
2.4.
Notice of the annual meeting and any special meeting of members
shall be given by delivering personally or by mailing, a written
or printed SECTION 2.5. At any meeting of the members of the corporation, one half of the members present in person or by proxy shall constitute a quorum. SECTION 2.6. Members of record may vote at any meeting of the members, either in person or by proxy, provided such proxy shall be in writing and filed with the secretary at the meeting prior to being voted. Such proxy shall be entitled to all rights of the member to vote at any adjournment of such meeting, but the proxy shall not be valid after adjournment of such meeting. SECTION 2.7. If a quorum is present, the affirmative vote of the majority of members present at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Washington Nonprofit Corporation Act (Chapter 24.03 of the Revised Code of Washington). SECTION
2.8. Any
action required or which may be taken at a meeting of members may
be taken without a meeting if a written consent setting forth the
action so taken is signed by all members entitled to vote with respect
to the subject matter SECTION 2.9. Members may participate in any meeting of members by any means of communication whereby all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. ARTICLE III - MANAGEMENT OF THE CORPORATION SECTION 3.1. Except as may be otherwise provided in the Washington Nonprofit Corporation Act or the Articles of Incorporation of the corporation, all corporate powers shall be exercised by or under the authority of the Board of Directors, and the business and affairs of the corporation shall be managed and directed by the Board of Directors. SECTION
3.2. The
initial Board of Directors shall be composed of two directors. The
number of directors may be changed from time to time by amendment
to these Bylaws, but no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director.
Unless a director dies, resigns or is removed. He or she shall hold
office until his or her successor is elected. SECTION 3.3. An annual meeting of the Board of Directors shall be held without notice immediately after and at the same place as the annual meeting of the members of the corporation. The Board of Directors shall hold other regular meetings as they shall by resolution so provide, without notice other than such resolution. The Board of Directors shall hold such special meetings as the directors shall deem necessary for the competent management of the affairs of the corporation. SECTION 3.4. A majority of the number of directors fixed by or as provided in these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority are present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the 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 vote of a greater number is required by these Bylaws, by the Articles of Incorporation or by the Washington Nonprofit Corporation Act. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum. SECTION 3.5. Any director may be removed from office, with or without cause, by a two-thirds affirmative vote of the members of the corporation at any regular or special meeting of the members. Notice of the proposed removal of a director must be given to such director not less than two days prior to the date of the meeting at which such removal is to be voted upon. SECTION 3.6. Any vacancy occurring on the Board of Directors, whether caused by resignation, death or removal, may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the Board of Directors. A director elected to fill any vacancy shall hold office for the un-expired term of his or her predecessor, and until his or her successor is elected and qualified. Any directorship to be filled by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the Board of Directors for a term of office continuing only until the next election of directors by the members. SECTION 3.7. Notice of a special meeting of the Board of Directors, stating the place, date and time of the meeting, shall be given to a director in writing or orally by telephone or in person. Neither the business being transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If such notice is delivered by mail, the notice shall be deemed effective if deposited in the mail, properly addressed to a director at the director's address shown on the records of the corporation with postage prepaid, at least five days before the meeting. If the notice is delivered orally, by telephone or in person, or if the notice is in person or by facsimile transmission, the notice shall be effective if delivered or transmitted to a director at least two days before the meeting. SECTION 3.8. Except as may be provided otherwise in the Articles of Incorporation or these Bylaws of the corporation, the Board of Directors shall have all powers and duties provided in the Washington Nonprofit Corporation Act including, without limiting the generality of the foregoing, the power and duty to fix the rates to be charged for any utility services provided to members by the corporation, and to establish and levy assessments to cover taxes, insurance and the cost of maintaining and improving community areas and facilities held by the corporation for the benefit of its members, as the Board of Trustees shall determine necessary or desirable. SECTION 3.9. Directors may participate in any meeting of the Board of Directors by any means of communication whereby all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. SECTION 4.1. The officers of the corporation shall be a president, a vice- president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person except the offices of president and secretary. SECTION 4.2. The officers of the corporation shall be elected annually by the Board of Directors at the organizational meeting of the Board of Directors held after the annual meeting of members at which the directors shall have been elected. Unless an officer dies, resigns or is removed from office, the officers shall hold office until the next annual organizational meeting of the Board of Directors and until his or her successor is elected. SECTION 4.3. Any officer elected by the Board of Directors may be removed by a majority vote of such directors. SECTION 4.4. A vacancy in any office because of the death, resignation or removal of any officer may be filled by the Board of Directors for the un-expired term of the predecessor. SECTION 4.5. The president shall be the chief executive officer of the corporation, and shall preside at all meetings of the members and of the Board of Directors. The president shall have general control and management of the businesses affairs and properties of the corporation, and shall execute in the name of the corporation, all certificates, contracts, deeds and other instruments of the corporation authorized by the Board of Directors. The president shall have such other powers and perform other duties as my conferred and assigned by the Board of Directors. SECTION 4.6. The vice president shall exercise all of the powers and discharge all of the duties of the president during the absence or disability of the president. The vice president shall have such other powers and discharge such other duties as may be conferred and assigned by the Board of Directors. SECTION 4.7. The secretary shall keep the minutes of all proceedings of the members and of the Board of Directors, and shall attend to the giving and serving of notices of all meetings of the members and of the Board of Directors when required. The secretary shall also execute with the president, in the name of the corporation, all instruments as may be required by the Board of Directors. The secretary shall make such reports and perform such other duties as are normally incident to such office and as are properly required by the Board of Directors. SECTION 4.8. The treasurer shall keep, or cause to be kept, full and accurate records and accounts of receipts and disbursements of the corporation. The treasurer shall receive and deposit, or cause to be received and deposited, all monies and other valuables of the corporation, in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors. The treasurer shall disburse or cause to be disbursed the funds of the corporation as directed by the Board of Directors, and shall, in general, perform all of the duties normally incident to the office of treasurer and as are properly required by the Board of Directors. SECTION 4.9. The Board of Directors may appoint such other officers as it shall deem necessary or expedient, who shall hold office for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors. SECTION 5.1. Whenever notice is required to be given to any member or director under these Bylaws, the Articles of Incorporation or the Washington Nonprofit Corporation Act, a waiver thereof in writing, signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, the meeting need be specified in the waiver of notice of such meeting. SECTION 5.2. The attendance of a member at a meeting of the members of the corporation and the attendance of a director at a meeting of the Board of Directors shall constitute a waiver of the notice of such meeting, except where the member or director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. SECTION 6.1. The corporation shall indemnify each person who is or was an officer or director of the corporation to the fullest extent permitted by the Washington Nonprofit Corporation Act, as amended from time to time. The Board of Directors may, at any time, approve indemnification of any other person which the corporation has the power to indemnify under Washington law. The indemnification provided by this Article VI shall not be deemed exclusive of any other right to which a person may be entitled as a matter of law or by contract or by vote of the Board of Directors or the members of the corporation. The corporation may purchase and maintain indemnification insurance for any person to the extent provided by applicable law. Any indemnification of an officer or director pursuant to this Article VI, including any payment or reimbursement of expenses, shall be reported to the members with the notice of the next meeting of members or prior thereto in a written report containing a brief description of the proceedings involving the director or officer being indemnified and the nature and extent of such indemnification. SECTION 7.1. These Bylaws may be amended or repealed, and new Bylaws may be adopted, by a majority vote of the Board of Directors. These Bylaws may also be amended or repealed, and new Bylaws may also be adopted, by the majority vote of the members of the corporation.
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