AMENDED AND RESTATED BYLAWS FOR
GLENWOOD HOMEOWNERS ASSOCIATION

TABLE OF CONTENTS

AMENDED AND RESTATED BYLAWS FOR
GLENWOOD HOMEOWNERS ASSOCIATION

The Bylaws of Glenwood Homeowners Association (“the Previous Bylaws”) were adopted on or about January 13, 1999.

To satisfy Article 5.6.1 of the original Declaration of Restrictive Covenants for the Plat of Glenwood, dated June 12, 1989, and Section 5.6 of the Previous Bylaws, a written notice of the time, place and purpose of the Association meeting was delivered to each Owner at least ten (10) days before the meeting at which this Amended and Restated Bylaws For Glenwood Homeowners Association (“the Amendment”) was considered. This Amendment was approved at a meeting having a quorum by a two-thirds majority.

The President and Secretary of Glenwood Homeowners Association certify that the Previous Bylaws have been amended as follows and that these Amended and Restated Bylaws supercede and replace the contents of the Previous Bylaws which were in effect at the time these Amended and Restated Bylaws were adopted.

These Amended and Restated Bylaws (“the Bylaws”) provide for operation of Glenwood Homeowners Association (the “Association) located in King County, Washington. They apply to the entire Property, each Lot within the Property, and all common areas. Each Lot Owner automatically, by virtue of such ownership, becomes a member of the Association. All present and future Lot Owners, Mortgagees and other encumbrancers, lessees, tenants, licensees, and occupants of Lots, and their guests and employees, and any other person who may use the facilities of the Property are subject to these Bylaws, the Declaration of Restrictive Covenants for the Plat of Glenwood, as it may from time to time be amended (the “Declaration”), and the Governing Documents (as defined in Section 9.1 below). Words and phrases defined in the Declaration have the same meaning in these Bylaws.

ARTICLE 1. MEMBERSHIP; VOTING; REGISTER.

1.1 Membership. The Owners of Lots in Glenwood shall constitute Glenwood Homeowners Association, which association may, in the discretion of the Board, operate under a different, but substantially similar, name (“the Association”), Corporations, partnerships, associations, and other legal entities, trustees under an express trust, and other fiduciaries, as well as natural persons, may be members of the Association. Owners of a Lot as joint tenants, tenants in common, community property, or other ownership involving more than one Owner, shall be joint members of the Association, but the sum total of their vote shall not exceed the voting power allocated to the Lot owned.

1.2 Number of Votes. The total voting power of all Owners shall be 68 votes. The total number of votes available to the Owner of any one Lot shall be one (see Declaration Section 5.3.1).

1.3 One Voting Representative per Lot. An Owner of a Lot may, by written notice to the Board, designate a voting representative who is authorized to cast the Lot’s vote. The voting representative need not be an Owner. This designation is revocable. It may be revoked by a party having an ownership interest in a Lot. It is revoked by so notifying the Board in writing. The revocation is effective upon actual notice to the Board. Absent an effective designation, the group composed of all Owners of a Lot shall comprise the Lot’s voting representative, and Section 1.4 below shall govern vote casting. If a Lot is owned by husband and wife and only one of them is at a meeting, the one who is present will represent the marital community.

1.4 No Division of a Vote. A Lot’s vote (1) shall not be divided, and (2) shall be cast as a single vote. If only one of the multiple Owners of a Lot is present at a meeting of the Association, the Owner is entitled to cast the vote allocated to that Lot. If more than one of the multiple Owners are present, the votes allocated to that Lot may be cast only in accordance with the agreement of a majority in interest of the multiple Owners. There is majority agreement if any one of the multiple Owners casts the votes allocated to that Lot without protest being made promptly to the person presiding over the meeting by any of the other Owners of the Lot. Joint Owners who cannot agree how to cast their Lot’s vote on a matter are deemed to have forfeited the right to cast that vote on the matter in question.

1.5 Voting by Proxy; Pledged Votes to Mortgagee. A vote allocated to a Lot may be cast pursuant to a proxy properly signed by an Owner. The proxy may be revoked by a party having an ownership interest in a Lot. An Owner may not revoke any proxy except by actual notice of revocation to the person presiding over a meeting of the Association, A proxy is void if it is not dated, or if it purports to be revocable without notice. Unless stated otherwise in the proxy, a proxy terminates 11 months after its date of issuance. An Owner may, but shall not be obligated to, pledge his or her vote on all issues or on specific issues to a Mortgagee.

1.6 Persons Under Disability. Minors and persons declared legally incompetent shall be eligible for membership in the Association, if otherwise qualified, but shall not be permitted to vote except through a legally appointed, qualified, and acting guardian of their estate voting on their behalf, or, in the case of a minor with no legal guardian of his estate, through a parent having custody of the minor.

1.7 Register of Members. The Board shall keep a register containing the names and addresses of all members of the Association. Persons who purchase an interest in a Lot shall promptly inform the Board of their interest Persons who claim to be members of the Association must furnish the Board, upon request, with copies of any documents under which they assert ownership of a Lot or any interest in a Lot, and any Mortgages on the Lot.

ARTICLE 2. MEETINGS OF MEMBERS.

2.1 Place. Meetings of the members of the Association shall be held at any suitable place as may be convenient to the membership and as may be designated from time to time by the Board.

2.2 Annual Meeting. The annual meeting of the Association shall be held during the first quarter of the fiscal year on a date fixed by the Board, which date shall not be less than ten (10) nor more than sixty (60) days after notice of the meeting is given to the members. At such annual meeting the Owners shall elect members to the Board or fill vacancies on the Board, and transact such other business as shall properly come before the meeting.

2.3 Budget. The assessments shall be prepared as set forth in Articles 5.10 and 5.11 of the Declaration. The budget shall be prepared as required by the Washington Homeowner’s Association Act, at RCW 64.38.025(3), as amended from time to time.

2.4 Special Meetings. A special meeting of the Association may be called (1) by the president, or (2) upon a written request signed by Owners of seven (7) or more Lots. Written notice of the special meeting shall be sent to all Owners not less than ten (10) days, nor more than sixty (60) days in advance of the meeting. The only business transacted at a special meeting may be that stated in the notice of the special meeting, unless consented to by each of the Owners present either in person or by proxy.

2.5 Notice of Meetings. It shall be the duty of the secretary to give notice of each annual, budget and special meeting. These Notices shall be hand-delivered or sent prepaid by first-class United States mail to the mailing address of each Int or to any other mailing address designated in writing by the Lot Owner, to each member of the Association and, if required by the Declaration, to each Eligible Mortgagee. The notice shall state (1) the time and place of the meeting, (2) the business to be voted on, (3) the general nature of any proposed adoption of, or amendment to, the Declaration, the Articles, the Bylaws, or the budget, (4) the change, if any, in the assessment obligation if the proposed action is approved, and (5) if removal of a director(s) is proposed, the name(s) of the director(s) whose removal is sought. Before any meeting of the Association, any member may, in writing, waive notice of such meeting. Attendance by a member at a meeting of the Association shall be a waiver by him of timely and adequate notice unless he expressly challenges the notice when the meeting begins.

2.6 Quorum. The presence in person or by proxy of members of the Association or voting representatives of twenty-four Lots shall constitute a quorum for the transaction of business at any meeting of members of the Association.

2.7 Adjournment of Meetings. If any meeting of Owners cannot be organized because a quorum has not attended, the Owners present, in person or by proxy, may adjourn the meeting to a time not less than 48 hours from the time the original meeting was called.

2.8 Majority Vote. Except as otherwise provided by the Homeowners Association Act, by the Declaration, or by these Bylaws, passage of any matter submitted to vote at a meeting where a quorum is present shall require the affirmative vote of at least 51% of the votes present.

2.9 Order of Business. The order of business at meetings of the Association shall be determined by the Board, but generally will be as follows:

2.10 Action Without A Meeting. Any action, other than the election of directors, which may be taken by the owners at a meeting of the Association, may be taken without a meeting provided that the requirements of this subsection have been met:

2.11 Parliamentary Authority. In the event of dispute, the parliamentary authority for the meetings shall be the most current available edition of Robert’s Rules of Order.

ARTICLE 3. BOARD OF DIRECTORS.

3.1 Number, Term and Qualifications. The affairs of the Association shall be governed by a Board comprised of five (5) Board members. If a corporation is a member of the Association, any one of its officers, directors, or shareholders may be elected to the Board; if a partnership is a member, any one partner of such partnership may be elected to the Board.

3.2 Powers and Duties. The Board shall have the powers and duties provided for in the Homeowners Association Act, in the Declaration, in the Act under which it is incorporated, and all other powers necessary for the administration of the affairs of the Association, and may do all such acts and things as are not prohibited by statute or by the Declaration required to be done in another manner.

3.3 Vacancies. Vacancies on the Board (except for those due to the removal of a director by a vote of the Association) shall be filled by vote of the majority of the remaining directors, even though they may constitute less than a quorum. That director shall serve the balance of the unexpired term.

3.4 Election and Term of Office. Each term of office is one (1) year. The number of directors or their term of office may be changed by amendment of these Bylaws.

3.5 Removal of Directors. At any regular or special meeting of the Association, any one or more of the directors may be removed, with or without cause, by members holding a majority of the votes in the Association, provided that notice of the proposed removal was given prior to the meeting as set forth in Section 2.5 above. Any director whose removal has been proposed shall be given an opportunity to be heard at the meeting before the vote for removal is taken. If a majority of votes in the Association do vote to remove the director(s), a successor(s) may then and there be elected by members holding a majority of the votes in the Association to fill the vacancy thus created and to serve the balance of the unexpired term.

3.6 Compensation. No director shall be paid for service as a director, except as provided and limited by Section 4-9 of these Bylaws.

3.7 Organizational Meeting. The first meeting of the newly elected Board shall be held within ten days of election at a place to be fixed by the directors at the meeting at which the directors were elected, No notice to the newly elected directors will be necessary to legally call the meeting, providing a majority of the whole Board is present at the meeting.

3.8 Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the directors, but shall be held at least quarterly. Notice of regular meetings of the Board shall be given to each director personally or by mail, telephone, or facsimile, at least three days before the day fixed for the meeting. Notice may be given to a director via e-mail if the director has given the secretary written authorization to give the director notice via e-mail to an e-mail address identified in the written authorization,

3.9 Special Meetings. Special meetings of the Board may be called by the president on three days’ notice to each director, given personally or by mail, telephone, facsimile, or, if authorized by Section 3.7 above, by e-mail. The notice shall state the time, place, and purpose of the meeting, Special meetings of the Board must also be called by either the president or secretary or by the written request of any two directors, by giving the same notice as specified above,

3.10 Waiver of Notice. Before any meeting of the Board, any director may waive notice of such meeting in writing. Attendance by a director at any meeting of the Board shall be a waiver by him of timely and adequate notice unless he expressly challenges the notice when the meeting begins. If all directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at the meeting.

3.11 Quorum. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business. The acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. If there is less than a quorum present at any meeting of the Board, the majority of those present may adjourn the meeting and make a good faith effort to timely notify these absent board members of the date, time and place of the adjourned meeting. At the adjourned meeting any business which might have been transacted at the meeting as originally called may be transacted without further notice.

ARTICLE 4. OFFICERS.

4.1 Designation. The principal 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. These four officers shall be members of the Board. The directors may appoint such other officers as in their judgment may be necessary or desirable and such other officers need not be members of the Board. Two or more offices may be held by the same person, except that a person may not hold the offices of president and secretary simultaneously.

4.2 Election of Officers. The officers of the Association shall be elected annually by the Board at the first Board meeting after the annual meeting of the Association. They shall hold office at the pleasure of the Board.

4.3 Removal of Officers. At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of the members of the Board, any officer may be removed, with or without cause. A successor to the removed officer may be elected at the same meeting.

4.4 President. The president shall preside at all meetings of the Association and of the Board and shall have all powers and duties usually vested in the office of the president.

4.5 Vice President. The vice president shall perform the duties of the president when the president is absent or unable to act, and shall perform such other duties as may be prescribed by the Board.

4.6 Secretary. The secretary shall keep the minutes of all meetings of the Board and of the Association and shall have custody of the business records of the Board and the Association, other than financial records kept by the treasurer. He shall also perform such other duties as may be prescribed by the Board.

4.7 Treasurer. The treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all financial matters of the Association, and shall have all powers and duties usually vested in the office of the treasurer.

4.8 Other Officers and Employees. Other officers of the Association, and any persons employed to assist the officers, shall have such authority and shall perform such duties as the Board may prescribe within the provisions of the applicable statutes, the Declaration, and these Bylaws.

4.9 Compensation. The Board may pay reasonable compensation to any officer or Owner who performs substantial services for the Association in carrying out management duties above and beyond the regular duties of the Board and officers. The Board’s decision to compensate an officer shall not become final until sixty (60) days after notice of it (including the amount of compensation to be paid) has been given to the members of the Association, and this decision may be reversed by the members of the Association at a meeting duly called and held within fifty-five (55) days after the notice of the decision was given.

ARTICLE 5. COMMITTEES.

5.1 Committees of Directors. The Board, by resolution, may appoint one or more committees that consist of two or more directors. Such committees, when composed entirely of Board members, shall have and exercise, to the extent provided in the resolution establishing the committee, the authority of the Board in the management of the Association. The appointment of any such committee shall not relieve the Board of its ultimate responsibility for the administration and management of the Association.

5.2 Other Committees. Other committees, not having or exercising the authority of the Board in the management of the Association, may be appointed by the president or the directors, and such committees may be composed of one or more members of the Association.

ARTICLE 6. HANDLING OF FUNDS.

6.1 Accounts. The Association shall establish the necessary funds or accounts to provide properly for the operation and maintenance of the Association. Overall management of these funds shall be the responsibility of the treasurer of the Association.

6.2 Combination and Deposit or Investment of Funds. All funds of the Association shall be kept in accounts or deposits that are insured by agencies of the United States, The funds of the Association shall not be commingled with the funds of any other association or with the funds of any manager of the Association, Any reserve funds of the Association shall be kept in a segregated account and any transaction affecting such funds, including the issuance of checks, shall require the signature of at least two persons who are officers or directors of the Association.

ARTICLE 7. KEEPING RECORDS AND REPORTS

7.1 Financial Records. The Board shall cause to be kept complete, detailed, and accurate books and records of the receipts and expenditures of the Association, in a form that complies with generally accepted accounting principles The books and records, authorizations for payment of expenditures, contracts, and other records of the Association shall be available for examination by the Owners, Mortgagees, and the agents or attorneys of either of them, during normal business hours and at other reasonable times.

7.2 Official Business. Except for a Complaint to which the Notice and Opportunity to be Heard procedure in Article 9 below applies, all official business an Owner wishes to take up with the Board shall be transmitted to the Board in writing, through submission to the president or, in the president’s absence, then to the vice president or secretary. Official matters submitted to the Board in this manner shall receive the attention of the Board at its next regular meeting. The Board should respond to such submission in writing within sixty (60) days of its receipt of the submission.

ARTICLE 8. AMENDMENTS.

The Bylaws may be amended by the affirmative vote of two-thirds of the votes cast at any regular or special meeting of the Association, or by casting of written ballots in any vote conducted by mail as provided by Section 2.10 of these Bylaws, provided that prior notice of the text of all proposed amendments to the Bylaws has been distributed to all members not less than ten (10) days prior to the meeting at which the vote on the proposed amendments will be taken,

ARTICLE 9. RULES AND ENFORCEMENT.

9.1 Strict Compliance. Owners and occupants shall comply with provisions of the Governing Documents and with decisions the Board is authorized to make (“Board Decisions”). “Governing Documents” mean the Declaration, the Articles of Incorporation, the Bylaws, all properly adopted Operating Rules and all future amendments to any of these documents.

9.2 Operating Rules. The Board is authorized by law to adopt reasonable Operating Rules. RCW 64.38.020(1). “Operating Rule” means a rule or policy relating to any of the following subjects: (a) use of any common area; (b) use of a Lot; (c) discipline, including any fine schedule for violation of the Governing Documents or Board Decision and any procedure for the imposition of a fine or penalty; or (d) Assessment collection procedures. “Assessment,” for the purposes of this section 9.2, shall include, but is not limited to: (1) fines imposed by the Association; (2) interest and late charges on any delinquent account; and (3) costs of collection, including reasonable attorney’s fees, incurred by the Association in connection with the collection of a delinquent Owner’s account or in connection with the enforcement of the Governing Documents. “Operating Rule” does not include any of the following Board actions: (a) a decision in a specific case that is not intended to apply generally; (b) a decision setting the amount of a regular or special assessment; (c) a rule change that is required by law, if the Board has no discretion as to the substantive effect of the rule change; or (d) issuance of a document that merely repeats existing law or the Governing Documents.

9.3 Validity of Operating Rules. An Operating Rule is valid and enforceable if all of the following requirements are satisfied: (a) the rule is in writing; (b) the rule is within the authority of the Board conferred by law or by the Declaration; (c) the rule is consistent with the Governing Documents; (d) the rule is adopted, amended, or repealed in good faith and in substantial compliance with the requirements of this Article; and (e) the rule applies prospectively only (i.e. is not retroactive).

9.4 Changing Operating Rules. The Board shall provide members with notice and an opportunity to submit comment before making a Rule Change. “Rule Change” means the adoption, amendment, or repeal of an Operating Rule by the Board.

9.5 Optional Rulemaking Process. The Board is not required to use this Optional Rulemaking Process. Use of this process does, however, establish compliance with the requirements of Section 9.4 above.

9.5.1. The Board shall deliver notice of a proposed Rule Change to the Owners, The notice shall include all of the following information: (a) the text of the proposed Rule Change; (b) a description of the purpose and effect of the proposed Rule Change; and (c) the deadline for submission of a comment on the proposed Rule Change.

9.5.2 For a period of not less than 15 days following actual or constructive delivery of a notice of a proposed Rule Change, the Board shall accept written comments from Owners on the proposed Rule Change.

9.5.3 The Board shall consider any comments it receives and shall make a decision on a proposed Rule Change at a Board meeting. A decision shall not be made until after the comment submission deadline.

9.5.4 The Board shall deliver notice of a Rule Change to the Owners. The notice shall set out the text of the Rule Change and state the date the Rule Change takes effect. The date the Rule Change takes effect shall be not less than 15 days after notice of the Rule Change is delivered.

9.6 Rule Change Reversal. Not more than thirty (30) days after Board delivery of notice of a Rule Change, Owners may request a Special Meeting, in accordance with the Bylaws, to reverse a Rule Change. The Rule Change may be reversed by the affirmative vote of fifty-one percent (51%) of the total voting power of the Association. A Rule Change reversed under this section may not be readopted for one year after the date of the meeting reversing the Rule Change.

9.7 Fines. The Board is authorized to enforce the Governing Documents and Board Decisions. RCW 64.38.020(4) and (11). This authority includes a right to impose reasonable monetary fines, after Notice and an Opportunity to be Heard, for violation of the Governing Documents or a Board Decision. RCW 64.38.020 (11).

9.8 Fine Schedule. The Board shall establish and maintain a fine schedule. The Board here establishes an initial fine schedule as follows:

The fine schedule shall be furnished to Owners. Furnishing these Bylaws to Owners qualifies as furnishing the initial fine schedule to Owners. Fines shall be imposed based on the fine schedule most recently established and furnished to Owners. Fines shall only be imposed after Notice and an Opportunity to be Heard. Any such hearing held shall be conducted as provided in Section 9.10 below.

9.9 Hearing Board.

9.9.1 The Board, or other body or person designated by the Board to act on its behalf in this manner (“Hearing Board”), is authorized and empowered to investigate, hear and determine all complaints concerning violations of any provision of the Governing Documents or of any Board Decision and to order that compliance with the Governing Documents or Board Decision be restored.

9.9.2 The Hearing Board is further authorized, after giving the Owner Notice and an Opportunity to be Heard, to levy reasonable fines against any person found to be in violation of any provision of the Governing Documents or of any Board Decision and to require the non-prevailing party in a Hearing Board hearing to reimburse the Association for the Association’s costs, including reasonable attorney’s fees, in connection with the matter,

9.10 Right to Notice and Opportunity to Be Heard. Whenever the Governing Documents require that an action of the Board be taken after “Notice and an Opportunity to be Heard,” the following procedure shall be observed:

9.10.1 The Board shall give written notice of the proposed action to all significantly affected Owners or occupants.

9.10.2 The notice shall state the proposed action and the date, time and place of the hearing, which date shall be not less than ten days from the date notice is actually or constructively delivered to the person against whom action is proposed.

9.10.3 At the hearing, the affected person shall have the right, personally or by a representative, to give testimony orally, in writing, or both, subject to reasonable rules of procedure established by the Board to assure a prompt and orderly resolution of the issues. The Board shall consider the information submitted, but shall retain its authority to assign to the information submitted as much or as little weight as the Board, in its sole discretion, shall determine is appropriate.

9.10.4 The affected person shall be notified of the decision in the same manner in which notice of the meeting was given.

ARTICLE 10. ARCHITECTURAL CONTROL COMMITTEE

10.1 Creation. Pursuant to Article 4.1 of the Declaration, the Association hereby reconstitutes the Architectural and Landscape Control Committee as follows.

10.2 Name. The committee shall be known as the Architectural Control Committee (“ACC”).

10.3 Committee Members. The ACC shall be constituted by the members of the Board, or such other persons as appointed by the Board, but in no event shall the ACC have less than 3 members, at least one of whom must be a member of the Board.

10.4 Duties and Responsibilities. The ACC shall have the duties and responsibilities set forth in Articles 3.13, 3.16, and 4.2 of the current Declaration, and such other responsibilities as shall be placed upon it by any future amendments to the Declaration.

10.5 Roofing; Continuing Violation. The ACC shall additionally be responsible for maintaining a list of approved roofing materials that may be used on homes and other structures in Glenwood. Materials not on the approved list may not be used, A violation of this section shall be a continuing offense per Article 9 above from the date the unapproved materials are first installed until the date they are completely removed.

ARTICLE 11. INDEMNIFICATION

To the full extent permitted by law, each member of the Board of Directors, each officer, each member of an Association committee, the managing agent, and any other agents or attorneys of the Association, shall be indemnified by the Association against all expenses and liabilities, including attorney’s fees, reasonably incurred by or imposed in connection with any proceeding to which he or she may be a party, or in which he or she may become involved, by reason of holding or having held such a position, or any settlement thereof, whether or not he or she holds such position at the time such expenses or liabilities are incurred, except to the extent such expenses and liabilities are covered by insurance and except in such cases where such person is found guilty of willful misfeasance in the performance of his or her duties; provided, that in the event of a settlement, the indemnification shall apply only when the Board of Directors approves such settlement as being in the best interests of the Association.

The foregoing Bylaws were adopted at a duly called and conducted meeting of the Association on  March 2 , 2006.

Dated this  2nd  day of  May , 2006.