(Mike Sofie)
(Dr. Roy Sofield)
(J.A. Phillips)
(A.J. DeMeule)
(Ray D. Willliams)

The following Restrictive Covenants are applicable to all Sudden Valley platted lots. Some later platted divisions may contain more restrictions. Please refer to Restrictive covenants for specific divisions, which are on file in the Association offices. The Restrictive Covenants specific to your Division should have been received upon purchase of your lot or condo. If not, contact your title company. The following generic Covenants are reprinted here for your reference and convenience.
Sudden Valley Community Club, Inc., was renamed Sudden Valley Community Association November 20, 1975.

THIS INDENTURE and Declaration of Covenants Running with the Land, made this 28th day of October, 1969, by Sudden Valley, Inc., a Washington corporation,

WITNESSETH:

WHEREAS, said party is the owner of Sudden Valley Divisions, an addition to Whatcom County, Washington, as recorded in the records of Whatcom County, which property is located in Whatcom County, Washington, and

WHEREAS, it is the desire of said party that said covenants be recorded and that said restrictive covenants be thereby impressed upon said land, now, therefore,

IT IS HEREBY MADE KNOWN THAT said party does by these presents make, establish, confirm and hereby impress upon Sudden Valley Division—, an addition to Whatcom County, Washington, which property is all located in Whatcom County, Washington, the following Restrictive Covenants to run with said land, and do hereby bind said parties and all of their future grantees, assignees and successors to said covenants for the term hereinafter stated and as follows:

1. These Restrictions shall apply to subdivided, numbered lots only, other than the exempt lots, and are specifically excluded from application to said exempt lots and to other lands designated on the Map as parcels or as lands of Declarant, which exempt lots, parcels and lands are intended for future commercial, multiple dwelling, single-family residence, or recreational uses, as designated on Sudden Valley Divisions as recorded.

2. The Restrictions and agreements set forth herein are made for the mutual and reciprocal benefit of each and every lot in the Unit and the Subdivision to which they are applicable, as herein provided, and are intended to create mutual, equitable servitudes upon each of said lots in favor of each and all of the other lots therein; to create reciprocal rights between the respective owners of all of said lots; to create a privity of contract and estate between the grantees of said lots, their heirs, successors and assigns; and shall as to the owner of each such lot, his heirs, successors or assigns, operate as covenants running with the land for the benefit of each and all other lots in the Unit and Subdivision and their respective owners. Restrictions substantially the same as those contained herein shall be recorded on all future recorded tracts of the Subdivision in
conformity with the general scheme of improvement of all lands to be included therein; provided, however, Declarant, for a period of five years from date hereof, shall have the right to amend these restrictive covenants in order to conform generally with the over-all development and improvement plan for the lands herein described and other lands of Declarant to be ultimately included within divisions of Sudden Valley, and may further be amended by Declarant pursuant to requirements of any city, county, state or other governmental agency. Thereafter, these restrictions may be amended at any time by written consent of two-thirds of the record owners of the lots contained within the subdivisions of Sudden Valley.

3. No lot shall be used except for residential purposes. No building shall be erected, altered, placed or permitted to remain on any lot other than one detached single-family dwelling. No structure of a temporary character, trailer, mobile home, basement, tent, shack, garage, barn or any other out-buildings shall be used on any lot at any time as a residence, either temporarily or permanently.

4. All plans and specifications for any structure or improvement whatsoever to be erected on any lot, and the proposed location thereof on any lot or lots, the construction material, the roofs and exterior color schemes, any later changes or additions after initial approval thereof, and any remodeling, reconstruction, alterations or additions thereto on any lot shall be subject to and shall require the approval in writing before any such work is commenced of the Architectural Control Committee (herein called “Committee”), as the same is from time to time composed.

No trees, shrubs, bushes or other natural growth shall be removed from any lot without the written approval of the Architectural Control Committee, and all plans for such removal shall be submitted in writing to such Committee.

The Architectural Control Committee shall initially be composed of K.A. Sanwick, Jr., R.C. Marcy and J.R. McGowan. The number of members and the identity of individual members on such Committee may be changed, altered and/or modified by the Declarant at any time. Said changes, alterations and/or modifications shall be deemed to take effect upon the recordation of the statement to said effect which has been fully executed by the Declarant, or his successor in interest.
There shall be submitted to the Committee at 1200 Penny Building, 2200 6th Ave., Seattle, Washington, 98111 (2145 Lake Whatcom Blvd., Bellingham, Washington, 98226), or at such other address as the Committee may designate by an instrument recorded and executed by a majority of the Committee then in existence, two (2) complete sets of plans and specifications for any and all proposed improvements, the erection or alteration of which is desired, and no structures or improvements of any kind shall be erected, altered, placed or maintained upon any lot unless and until the final plans, elevations and specifications therefore have received such written approval as herein provided. Such plans shall include plot plans showing the location on the lot of the building, wall, fence or other structure proposed to be constructed, altered, placed or maintained, together with the proposed construction material, color schemes for roofs and exteriors thereof and proposed landscape planting.

As a means of defraying its expenses, the Committee may institute and require a reasonable filing fee to accompany the submission of plans to it. No additional fee shall be required for resubmission of plans revised in accordance with Committee recommendations.

The Committee shall approve or disapprove plans, specifications and details within thirty (30) days from the receipt thereof or shall notify the person submitting them that an additional period of time, not to exceed thirty (30) days, is required for such approval or disapproval. Plans, specifications and details not approved or disapproved within the time limits provided herein shall be deemed approved as submitted. One (1) set of said plans and specifications and details with the approval or disapproval, endorsed thereon, shall be returned to the person submitting them, and the other copy thereof shall be retained by the Committee for its permanent files.

The Committee shall have the right to disapprove any plans, specifications or details submitted to it in the event the same are not in accordance with all of the provisions of this Declaration; if the design or color scheme of the proposed building or other structure is not in harmony with the general surroundings of such lot or with the adjacent buildings or structures; if the plans and specifications submitted are incomplete; or in the event the Committee deems the plans, specifications or details, or any part thereof, to be contrary to the interests, welfare or rights of all or any part of the real property subject hereto, or the owners thereof. The decisions of the Committee shall be final. Neither the Committee nor any architect or agent thereof or of Declarant shall be responsible in any way for any defects in any plans or specifications submitted, revised or approved in accordance with the foregoing provisions, nor for any structural or other defects in any work done according to such plans and specifications. The Committee shall by rule adopt building setback requirements as to each lot, and such rules shall be binding.

5. No noxious or offensive activity shall be carried on upon any lot, nor shall anything be done thereon that may be or may become an annoyance or nuisance to the neighborhood.

6. Any dwelling or structure erected or placed on any lot in any subdivision shall be completed as to external appearance, including exterior finish within 9 months from date of start of construction.

7. No sign of any kind shall be permitted on any lot, except one professional sign of not more than one square foot, listing the name of the owner of said lot.

8. No animals, livestock or poultry of any kind shall be raised, bred or kept on any lot except that dogs, cats or other household pets may be kept, provided that they are not kept, bred or maintained for any commercial purpose.

9. No lot shall be used or maintained as a dumping ground for rubbish; trash, garbage or other waste shall not be kept except in sanitary containers. No outside incinerators or other equipment for the disposal of such material shall be used.

10. No walls of any kind shall be permitted. No derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained or permitted upon any lot.

11. Every effort shall be made by the owner not to disturb natural conditions of the lot as to trees, shrubs, bushes or other ground cover except as hereinbefore provided with the consent of the Architectural Control Committee. Original clearing by the Declarant prior to or for the purposes of sale of a lot shall not constitute a violation of this covenant.

12. No individual sewage disposal system shall be permitted on any lot unless the system is designed, located and constructed in accordance with the requirements, standards and recommendations of Whatcom County and the Architectural Control Committee. Approval of such system as installed shall be obtained from such authority. Provided, however, that if an individual sewage disposal system is permitted pursuant to the foregoing and thereafter a general sewer system is installed and operating, then in that event, each lot owner shall be required to make use thereof and terminate his use of an individual system.

13. All lots, whether occupied or unoccupied, and all improvements placed thereon, shall at all times be maintained in such a manner as to prevent their becoming unsightly by reason of unattractive growth on such lot or the accumulation of rubbish or debris thereon. No improvement that has been partially or totally destroyed by fire, earthquake or otherwise, shall be allowed to remain in such state for more than three months from the time of such destruction.

14. The Committee may allow reasonable variances and adjustments of these restrictions in order to overcome practical difficulties and prevent unnecessary hardships in the application of the provisions contained herein; provided, however, that such is done in conformity with the intent and purposes hereof, and provided also that in every instance such variance or adjustment will not be materially detrimental or injurious to other property or improvements in the neighborhood, the Unit or Subdivision.

15. Invalidation of any one of these covenants by judgment or court order shall in no wise affect any of the other provisions, which shall remain in full force and effect.

16. There shall be easements for roads, for ingress and egress, for all lot owners of the said plat on all roads as shown on the plat referred to above, as well as on any plat or plats hereafter recorded by the Declarant covering adjacent property.
No lot shall have or maintain direct access to any county or public road; each lot is further subject to utility easements over three (3) feet on each side lot line and five (5) feet on each rear lot line and as otherwise shown on the face of the plat. Declarant, its successors and assigns, shall construct all roads shown on said plat or plats, and shall provide community beaches, park areas, reserve areas, and maintain such facilities until the same are conveyed to Sudden Valley Community Club, Inc., a non-profit corporation to be formed. Thereafter, said Club shall maintain and operate said facilities together with such additional recreational or other facilities as Declarant may convey to the Club. Said Club shall have the power to charge and assess its members on an equitable basis for the operation and maintenance of said facilities provided by the Declarant and to charge and assess its members on an equitable basis for such additional recreational or other facilities as shall be duly authorized by its membership for the mutual benefit of all its members. Land and/or lots of the Declarant, its successors and assigns, within said plat, which shall be used for or devoted to recreational purposes, and all unplatted land of Declarant shall not be subject to assessment or charges by the Sudden Valley Community Club, Inc., on a land area basis, but only on a reasonable use of facility basis. In addition to the other obligations of the Community Club and its members as set forth herein, it shall also be their duty to maintain a security guard and patrol at all times and pay the costs thereof. Minimum monthly dues and/or assessments for each member shall be Nine Dollars ($9.00), and said dues and/or assessments shall commence January 1, 1970, or later at the discretion of the Declarant. Such assessments shall constitute liens on the real property and may be foreclosed as provided by law. Each lot owner shall be required to become and remain a member of the Community Club and abide by its Articles, Bylaws and Rules as the same initially shall exist and from time to time be changed. Declarant’s unsold lots shall not be subject to assessment or dues.

17. These covenants are to run with the land and shall be binding on all parties and all persons claiming under them for a period of thirty (30) years from the date these covenants are recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years, unless an instrument signed by a majority of the then owners of the lots has been recorded, agreeing to change said covenants in whole or in part.

18. No television or radio antennas of any kind shall be permitted on any lot or structure. The Federal Telecommunication Act of 1996 overrides this regulation.

19. It is the intent and obligation of the Declarant to convey title to the real property comprising the roads to the Sudden Valley Community Club, but said Club shall be restricted in its right to convey same and must hold and maintain same for the benefit of all lot owners. Beneficial Title only shall be in all lot owners. Said Club at all times must maintain an adequate reserve fund out of assessment and/or dues as specified in paragraph 16 for such road maintenance. The amount of such reserves shall be fixed by an independent engineer and each year certified by the Club to all Club members.

20. Notwithstanding anything heretofore stated to the contrary, any party who acquires title to any portion of the subject property by a foreclosure against the Declarant or by Deed in lieu of foreclosure from the Declarant succeed to, and have the same rights as are heretofore granted to the Declarant.

21. Enforcement shall be by proceeding at law or in equity against any person or persons violating or attempting to violate any covenant either to restrain violation or to recover damages.

Dated this 28th day of October, 1969.

Sudden Valley, Inc.

By K.A. Sanwick, Jr., President.

By F. Robert Lee, Secretary.

AMENDMENT TO SUDDEN VALLEY COVENANTS

This Amendment of Covenants Running with the Land, made this 19th day of October, 1971, by Sudden Valley, Inc., a Washington corporation. The Sudden Valley Covenants are hereby amended so as to provide the following:

1. The lien of the assessments provided for in paragraph 16 of the Restrictive Covenants heretofore recorded shall be subordinated to the lien of any first mortgage (now or hereafter placed on any lot). Sale or transfer of any lot shall not affect the assessment lien. However, the sale or transfer of any lot that is subject to such first mortgage pursuant to a decree of foreclosure under such mortgage or in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payments thereof that become due prior to such sale or transfer. No sale or transfer shall relieve such lot from liability for assessments thereafter becoming due or from the lien thereof.

2. All permanent utility service shall be underground exclusively.

IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has hereunto set its hand and corporate seal the day and year first above written.

Sudden Valley, Inc.

By E.C. Mower, President

By F. Robert Lee, Executive Vice President.

Section l. Name. The name of the Association shall be Sudden Valley Community Association (hereinafter referred to as the "Association").

Section 2. Membership. The membership of the Association shall be described as follows:

(a) A "member of the Association is defined as any person(s), corporation, partnership, trust or any other legal entity who owns all or a part of an interest in one or more lots in Sudden Valley to which membership is appurtenant. A purchaser under contract to purchase an interest in a lot shall be deemed the owner for membership purposes. A 'member in good standing' is any person who is current in the payment of all annual dues assessments and special assessments, and any charges associated therewith for each lot owned."

(b) The membership shall consist of and be limited to the owners of lots in Sudden Valley who shall have one membership for each lot. No lot, whether owned by one or more persons, corporations, partnerships, trusts or any other entities, shall have more than one membership per lot. In the event of multiple owners of a lot, votes and rights of use and enjoyment shall be as provided in the Restrictive Covenants, these Bylaws, the Rules and Regulations, and resolutions adopted by the Board or Directors (hereinafter referred to as the "Board"), but in no event shall more than one vote be cast for each membership.

(c) No membership privileges shall be suspended; except for nonpayment of annual dues and assessments, special assessments or any charges associated therewith. Membership shall be appurtenant to ownership of a lot and no member may withdraw except upon transfer of title to the real property to which it is appurtenant.

(d) Each member shall remain personally obligated to pay all annual dues, assessments, special assessments, and any charges associated therewith accruing during his/her ownership of the lot without regard to forfeiture of the rights and privileges of membership in the Association as provided herein.

(e) Each member shall be subject to the provisions of the Restrictive Covenants, the Articles of Incorporation, these Bylaws and the Rules and Regulations including the personal liability for the payment of all annual dues, assessment, special assessments, and any charges associated therewith. Publication in the newsletter of the Association of amendments to the Rules and Regulations approved by the Board shall be deemed official notice. Non-receipt by a member shall not constitute a release from compliance.

(f) Upon sale of a lot or at the time when a contract to purchase has been entered into, the membership appurtenant to the lot shall become the property of the new owner or contract purchaser (hereinafter collectively referred to as "New Owner"). Only the New Owner shall be entitled to the privileges and rights of membership in the Association. At the request of the New Owner, who shall provide satisfactory proof of ownership, the Secretary shall change the Association records to reflect the new ownership. Unless otherwise provided herein, the New Owner may exercise all of the rights and privileges of membership in the Association and shall be subject to all of the liabilities of membership from the time the New Owner becomes the record owner of the lot.

Section 3. Definition. Unless prohibited by the context, certain words used in these Bylaws or in any amendment thereof shall have the meaning set forth herein.

(a) "Association" shall mean and refer to Sudden Valley Community Association, a non-profit Washington corporation, its successors and assigns.

(b) "Bylaws" shall mean the Bylaws of Sudden Valley Community Association.

(c) "Common Property" shall mean any and all real and personal property and easements and other interests therein, together with the facilities and improvements located thereon, now or hereafter owned by the Association for the common use and enjoyment of the owners.

(d) "Director" shall refer to a duly elected member of the Board of Directors of the Sudden Valley Community Association.

(e) "Lot" shall refer to any platted lot within the Plats of Sudden Valley recorded in the office of the Auditor of Whatcom County, whether or not improvements are constructed thereon, which constitutes or will constitute, after construction of improvements, a single-family dwelling site as shown on the plat of the community, or any amendments thereto. A "lot" shall also refer to a single-family condominium unit in a multi-family condominium complex within the Sudden Valley Development and shall also refer to a single-family dwelling site composed of two or more of the platted lots in the Sudden Valley Development, which have been bound together by an Irrevocable Covenant to Bind Lots and Forfeit Membership(s) in the form prescribed by the corporation's Board of Directors and in the manner prescribed in the corporation's Bylaws. The ownership of each lot shall include, and there shall pass with each lot as an appurtenance thereto, whether or not separately described, all of the right, title and interest of an owner including, without limitation, membership in the Association.

(f) "Majority" shall mean those eligible votes, owners, or other groups as the context indicate totaling more than fifty percent (50%) of the total eligible number.

(g) "Mortgage" shall mean any mortgage, deed to secure debt, and any and all other similar instruments used for the purpose of conveying or encumbering real property as security for the payment or satisfaction of an obligation.

(h) "Mortgagee" shall mean the holder of a mortgage.

(i) "Owner" shall mean the record owner of a lot, whether one or more person, corporation, partnership, trust or any other legal entity, who holds fee simple title, provided, however, that a contract purchaser or vendee on a real estate contract for purchase of a lot shall be deemed the "owner" for the purposes hereof.

(j) "Person" shall mean any natural person, as well as a corporation, joint venture, partnership (general or limited), association, trust or other legal entity.

Section 1. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or such other suitable place convenient to the members as may be designated by the Board.

Section 2. Annual and Special Meetings. The annual meeting shall be set by the Board so as to occur on the first Saturday of November of each year, commencing at 1 p.m. The President shall have the authority to call special meetings of the Association. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of the Board or upon a petition signed by fifty (50) members entitled to vote, said petition specifying the purpose of the special meeting. The President, upon receipt of the petition, shall cause notice to be given as herein provided for a special meeting to be held within sixty (60) days of the President's receipt of the petition; provided, however, that if a special meeting is not called by the President in a timely manner, any twenty (20) of the original signers of the petition shall be empowered to call such a meeting and the meeting shall be deemed to be as if it had been called by the President.

Section 3. Notice of Meeting. It shall be the duty of the Secretary to mail or cause to be delivered to each member, at the address set forth in the Association's records, a notice of each annual or special meeting of the Association stating the date, time and place of such meeting, and the agenda for the meeting as adopted by the Board of Directors. In addition, all matters to be presented for a vote of the members at any general or special meeting shall be generally described in the notice. No business shall be transacted at any general or special meeting except as stated in the notice. The mailing or delivery of a notice of a meeting in the manner provided in this section shall be considered service of notice. Notices shall be served personally or deposited in the United States Mail, with postage thereon prepaid, not less than thirty (30) nor more than fifty (50) days prior to the date of the meeting. Additionally, notice of each annual or special meeting shall be posted on the bulletin board of the Association.

Section 4. 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 waived by such member of notice of the meeting, unless such member specifically objects to lack of proper notice at the time the meeting is called to order.

Section 5. Quorum. The presence, in person or by proxy, of fifty (50) eligible members shall constitute a quorum at all meetings of the Association, provided, however, that the presence, in person, by proxy or by absentee ballot, of fifty (50) eligible members represented at a meeting of the Association to elect Board members shall constitute a quorum. Once a quorum is established at a meeting, a quorum shall be deemed to exist throughout the meeting regardless of whether a quorum shall cease to exist.

Section 6. Adjournment of Meeting. If any meeting of the Association cannot be held because a quorum is not present at such time as the meeting is called, the meeting shall be automatically continued to a specified time and place to occur within thirty (30) days of the initially scheduled meeting. The required quorum at the adjourned meeting shall be fifty (50) members. At such adjourned meeting, no business shall be transacted other than the business which was originally scheduled to be considered at the meeting originally called.

Section 7. Voting.
(a) A member shall be entitled to one vote for each lot which he/she owns which is current in the payment of all annual dues, assessments, special assessments, and any charges associated therewith.

(b) Each member entitled to vote shall have the right to vote in person or by proxy the number of lots owned; provided, however, that during election of Board members each member may vote in person, by proxy or by absentee ballot, as set forth in subsection (e) or this Section. Voting for election of candidates to the Board shall also be subject to the terms otherwise set forth in these Bylaws. No member shall be entitled to cumulate votes.

(c) If a lot is owned by two or more persons, the several owners shall designate one person to cast the vote for each lot so owned. If a lot owner owns more than one lot, such owner may cast; one vote for each lot owned. A corporation, partnership, trust or other legal entity which owns an interest in any lot must designate one person to cast the vote for each lot owned. Each person who has the right to cast the one vote for each lot owned shall be called the voting member. The voting member is hereby designated as the proper party to receive notices of meetings and other notices as provided hereunder. The Association shall designate the voting member for each lot which has failed to designate a voting member on its behalf.

(d) Voting is by show of voting cards unless a ballot is requested by at least five (5) members or as otherwise provided in these Bylaws.

(e) Any member entitled to vote in the election of Board members may cast an absentee ballot in said election, provided that:

(1) The ballot is on a form authorized by, and the original provided by, the Nominations and Elections Committee; and

(2) The ballot is sent in a special recognizable envelope with the signature and division and lot number of the member on the outside with only one (1) ballot sealed inside and enclosed in a separate ballot envelope to the Chairman of the Nominations and Elections Committee who shall open the ballot envelope only after the meeting is in session. All absentee ballots must be received by the day prior to the election in order to be valid.

(f) The Association shall not be allowed to cast votes for lots owned by it.

Section 8. Proxies.

(a) Each member may vote in person or by proxy, provided, however, that in the election of Board members, each member may vote in person, by proxy or by absentee ballot. All proxies shall be in the form authorized by, and the original provided by, the Nominations and Elections Committee. To be valid, a proxy must be dated and filed with the Secretary before the appointed time of each meeting. The proxy shall be valid only for the subsequent annual or special meeting or the adjournment thereof. Upon filing the proxy with the Secretary, the proxy holder shall obtain the voting card and ballots necessary to vote each proxy held. A proxy shall automatically cease upon the happening of any of the following events:

(i) conveyance by the member of his/her interest in the lot;
(ii) receipt of notice by the Secretary of
the death or judicial declaration of
incompetence of the member;
(iii) receipt of written revocation of the proxy;
(iv) or completion of the annual or special meeting.

(b) The Board of Directors may vote proxies granted to it by members pursuant to a majority vote of the Board.

(c) Proxy forms shall be available at the Association's principal place of business at least thirty (30) days prior to any annual or special meeting.

Section 9. Conduct of Meetings. The President, or his/her designee, shall preside over all meetings of the Association. The Secretary shall keep minutes of the meeting and record in the Minute Book all resolutions adopted at the meeting as well as a record of all transactions occurring during the meeting. The Association shall have a parliamentarian, who is not a member of the Association, present at any meetings of the Association where a vote of the membership may be taken. The latest edition of the Roberts Rules of Order shall govern the Association in all cases to which they are applicable and. in which they arc not inconsistent with these Bylaws and any special rules of order or resolutions the Association may adopt.

A. Composition and Selection.

Section 1. Governing Body: Composition. The affairs of the Association shall be governed by a Board in which all powers of the Association shall be vested unless otherwise provided herein. The directors shall be members in good standing of the Association; provided, however, no person from the same household or persons who jointly own Sudden Valley property may serve either as a voting or nonvoting member of the Board at the same time.

Section 2. Number of Directors. The Board shall consist of nine (9) voting directors who shall be members in good standing throughout their respective terms in office. In addition, the Board shall be composed of the following non-voting members:

(a) The Chairperson of the Architectural Control Committee; and
(b) The Chairperson of the Nominations and Elections Committee.

Section 3. Nominations of Directors. Nomination and election of members to the Board shall be governed by the following:

(a) Nominations and Elections Committee shall solicit nominations of eligible candidates for the Board at least ninety (90) days prior to the annual meeting and at any other times when a vacancy occurs, at least thirty (30) days prior to appointment by the Board. At least sixty (60) days prior to the annual meeting, any member may present to the Nominations and Elections Committee names of nominees to serve on the Board provided that written consent to serve accompanies each nomination.

(b) In order to he eligible for election to the Board of Directors, a candidate must be a member in good standing and remain so and, at least sixty (60) days prior to the annual meeting, must submit to the Nominations and Elections Committee a Disclosure or Interest Statement in the form prescribed by the Committee containing such information as the Committee may request concerning the business and financial interests of the candidate together with an agreement to disclose potential conflicts of interest in any action under consideration by the Association and to abstain from voting on any motion affecting that interest.

(c) No member shall be eligible for election to the Board for more than two (2) consecutive terms, plus the unexpired portion of a term to which he or she is appointed provided that it does not exceed one (1) year. After the expiration of one (1) year, the member shall again be eligible for election to the Board.

(d) All eligible candidates shall have an equal opportunity to communicate their qualifications to members and to solicit votes.

(e) The Chairperson of the Nominations and Elections Committee shall submit to the membership the names of all eligible candidates along with an absentee ballot form at least thirty (30) days prior to the annual meeting.

(f) The Nominations and Elections Committee shall supervise the handling of absentee ballots received prior to the election deadline, secure and man ballot boxes on the day of the annual meeting, count all ballots and submit a written report to the President of the Board detailing the results of the election.

(g) No candidate for election to the Board of Directors shall assist in the counting of votes.

Section 4. Election and Term of Office. Directors shall be elected and hold office as follows:

(a) All eligible members of the Association shall be entitled to vote in the manner set forth in these Bylaws for all directors to be elected, and the candidate(s) receiving a plurality vote shall be elected. No more than three (3) directors shall he elected each year, except when additional directors are necessary to fill vacancies otherwise existing on the Board.

(b) The term of office of each director shall be three (3) years or until their respective successors have been elected by the Association, provided, however, that a director who has replaced a director who has resigned or otherwise ceases to be a member of the Board except as provided in Sections below, shall serve until the conclusion of the following annual meeting of the Association and until a successor is elected. In the election of two (2) or more directors, the candidates receiving the most votes shall be awarded the longest available term. Newly elected directors shall take office immediately following the annual meeting of the membership.

Section 5. Removal of Directors. At any regular or special meeting of the Association duly called, any one or more members of the Board may he removed, with or without cause, by a two-thirds vote of the members present at the meeting in person or by proxy, and a successor may then be elected to complete the term of office of the removed director. A director whose removal will be considered at the annual meeting shall be given at least ten (10) days written notice thereof and shall be given the opportunity to be heard at the meeting. A director whose removal will be considered at any special meeting of the Association shall be given written notice thereof in accordance with Article II, Section 3 of these Bylaws and shall be given an opportunity to be heard at the meeting.

Any director who has three (3) consecutive absences unexcused by the President from Board meetings or four (4) absences unexcused by the President; from board meetings during the fiscal year shall automatically be removed from the Board. A Board member who has violated the Restrictive Covenants, Bylaws or Rules and Regulations, or who has failed to pay any annual dues assessments, special assessments, fines or charges associated therewith within thirty (30) days of the due date may be removed from the Board by a vote of the majority of the remaining Board members. A Board member shall be automatically suspended from participating as a Board member when charged with a gross misdemeanor or felony which suspension shall continue until the case is disposed of, provided, however, that; conviction will result in the Board member being automatically removed from the Board.

Section 6. Vacancies. If a director resigns or otherwise ceases to be a member of the Board, excluding the removal of a director as set forth in Section 5 above, the Board shall immediately request the Nominations and Elections Committee to submit not less than two (2) nominees to fill the vacancy. The remaining directors shall, by majority vote, elect a successor(s) from the nominees who shall serve until the conclusion of the following annual meeting of the Association. The Board shall fill any such vacancy within sixty (60) days.

B. Meetings

Section 7. Organizational Meeting. The first meeting of the members of the Board following each annual meeting of the membership shall be held within ten (10) days thereafter at such time and place as shall be determined by the Board. The purpose of the organizational meeting will be for the purpose of electing officers.

Section 8. Regular Meetings. Regular meetings of the Board shall be held at the principal office of the Association or at such other suitable place at a time as shall be determined by the majority of the directors. At least four (4) such meetings shall be held during each fiscal year. If such meetings are scheduled by the Board on a routine basis, notice of the prearranged schedule shall be given and no further notice need be given. Alternately, at least forty-eight (48) hours prior to each meeting, the Secretary shall give each Board member notice of the meeting and shall provide public notice, including the agenda, by posting the same at the Association office.

Section 9. Special Meetings. Special meetings of the Board may be held when requested by the President or by a majority of the Board. At least forty-eight (48) hours prior to each meeting, the Secretary shall give each Board member notice of the meeting and shall provide public notice, including the agenda, by posting the same at the Association office.

Section 10. Waiver of Notice. The transactions of any meeting of the Board, however called and noticed or wherever held, shall be valid as though taken at a meeting duly held after regular call or 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, a consent to holding the meeting, or an approval of the minutes. 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.

Section 11. Quorum of the Board. At all meetings of the Board, a majority of the voting directors shall constitute a quorum for the transaction of business, and the votes of a majority of the voting directors present at a meeting at which a quorum is present shall constitute the decision of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. In exceptional circumstances which make it extremely difficult or impossible for a quorum to be present, the President shall have the authority to allow the Board to conduct its meeting by means of a conference telephone or other communications equipment which allows all persons participating in the meeting to communicate with each other at the same time, so long as a quorum of directors are present either in person or via communications equipment as specified herein. In all other instances, if any meeting cannot he held because a quorum is not physically present, a majority of the voting directors who are present at such meeting may adjourn the meeting to a time not less than five (5) and not more than thirty (30) days from the date thereof. When the meeting is reconvened, any business which might have been transacted at the original meeting may be transacted without further notice.

Section 12. Compensation. No director shall receive any compensation from the Association for acting as a director unless approved by a majority of the membership.

Section 13. Open Meetings. {RCW} 64.38.035 (2) Except as provided in this subsection, all meetings of the Board of Directors shall be open for observation by all owners of record and their authorized agents. The Board of Directors shall keep minutes of all actions taken by the Board, which shall be available to all owners. Upon the affirmative vote in open meeting to assemble in closed session, the Board of Directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the association, and matters involving the possible liability of an owner to the association. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The Board of Directors shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the Board of Directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified.

Section 14. Conduct of Meeting. The President shall preside over all meetings of the Board. The Secretary shall keep the Minute Book of the Board, recording all resolutions adopted by the Board and all transactions occurring at the meeting. The latest edition of Roberts Rules of Orders shall govern the conduct of all Board Meetings when not in conflict with these Bylaws and any special rules of order or resolutions the Board may adopt.

Section 15. Action without a Formal Meeting. Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if all of the directors consent thereto in writing, provided that a good faith effort has been made.

C. Powers and Duties.

Section 16. Powers. The Board shall be responsible for the affairs of the Association and shall have all of the powers necessary and convenient to conduct the affairs of the Association and, as provided by law, may do all acts and things except those which are reserved for the members by the Articles of Incorporation, these Bylaws, or the laws of the State of Washington. The Board may not transfer any of its responsibilities to a third party. However, it may delegate the execution of any aspects of its affairs, provided that such delegation is accompanied by clear and specific definition of accountability, authority, performance, expectations, and the means by which performance will be measured.

Section 17. Management Agent. The Board may employ a management agent(s) at a compensation established by the Board to perform such duties and services as the Board may authorize. The term of any management shall be established by mutual agreement of the parties.

Section 18. Borrowing. The Board shall have the power to borrow money for proper purposes without the approval of the members of the Association.

Section 19. Annual Dues, Assessments, and Special Assessments.

(a) Annual dues and assessments shall be established by the Board and approved by a vote of not less than sixty (60%) percent of the members present in person or by proxy at any annual or special meeting. Annual dues and assessments provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit and enjoyment of the owners, including maintenance of the Association's real and personal property, all as may be more specifically authorized from time to time by the Board. Annual dues and assessments shall be payable annually, quarterly, or monthly, or as otherwise determined by the Board and are due on such dates as fixed by the Board. If payment in full is not received when due, the account shall be deemed delinquent and the balance of any unpaid annual dues and assessments and charges associated therewith shall become immediately due and payable. Delinquent accounts shall be subject to a late charge and a lien filing fee as approved by the Board.

In addition, the unpaid balance shall accrue interest at a rate established by the Board until paid in full. The Association shall also be entitled to recover, from the member, all attorneys' fees and costs incurred because of a failure of the member to pay dues.

A member is personally obligated to pay all annual dues and assessments accruing on a lot during the tenure of his/her ownership thereof. A member is also personally liable for the payment of interest accruing on any unpaid annual dues and assessments, together with court costs, attorneys' fees, lien, filing fees, and other reasonable costs of collection. In the event of delinquency, the entire amount of any unpaid annual dues, assessments, interest, attorneys' fees, lien, filing fees, and other reasonable costs of collection shall become a lien against the lot upon which they accrue, which may be foreclosed as provided by law and/or collected from the member, his/her heirs, successors and assigns.

(b) In addition to the annual dues and assessments, a special assessment may also be levied by the Board for the purpose of paying the costs of capital improvements and repair and other proper purposes as determined by the membership. Special assessments shall be established by the Board and approval by a vote or not less than sixty percent (60%) of the members present in person or by proxy at an annual or special meeting. If payment in full is not received when due, the account shall be deemed delinquent and the balance of any unpaid special assessment and charges associated therewith shall become immediately due and payable. Delinquent accounts shall be subject to a late charge and lien filing fees as approved by the Board.

In addition, the unpaid balance shall accrue interest at a rate established by the Board until paid in full. The Association shall also be entitled to recover, from the member, all attorneys' fees and costs incurred because of a failure of the member to pay any special assessment.

A member is personally obligated to pay all special assessments accruing on a lot during the tenure of his/her ownership thereof. A member is also personally liable for the payment of interest accruing on any unpaid special assessments, together with court costs, attorneys' fees, lien filing fees, and other reasonable costs of collection. In the event of delinquency, the entire amount of any unpaid special assessments, interest, attorneys' fees, lien filing fees, and other reasonable costs of collection shall become a lien against the lot upon which they accrue, which may be foreclosed as provided by law and/or collected from the member, his/her heirs, successors and assigns.

(c) The subscription fee for the newsletter published by the Association shall be included in the annual dues and assessments and shall be mailed to the voting member at the address of record of each lot so long as the lot is current in the payment of annual dues and assessments and any charges associated therewith, including any special assessments. Additional subscriptions per lot are available at an additional cost as shall be determined from time to time by the Board.

(d) Suspension of membership due to nonpayment of annual dues, assessments, special assessments, or any charges associated therewith, and/or termination of membership due to transfer of title to the real property to which said membership is appurtenant shall not constitute a release from the personal obligation to pay such annual dues, assessments, special assessments, or any charges associated therewith.

(e) The Association shall be exempt from payment of annual dues, assessments and special assessments on lots owned by the Association.

Section 20. Use Fees. Use fees may be levied against members in amounts to be determined by the Board for services which benefit specific members, including fees for use of amenities or facilities, recreational fees, trash service fees and other special fees. Such fees may be levied against those members determined by the Board to benefit from or otherwise take advantage of the services or benefits so provided.

Section 21. Use Rights. The Board may grant other use rights, upon the payment of such charges as it deems appropriate, to persons who are not members of the Association. Such use rights shall be subject to the Restrictive Covenants, these bylaws and any Rules and Regulations or other use restrictions promulgated by the Association, or the Board, but such rights shall not include any voting privileges.

Section 22. Fines and Penalties. The Board is authorized to impose monetary fines and other penalties against members for violations of the Restrictive Covenants, these Bylaws, and Rules and Regulations of the Association as might be applicable to the lots, Common Property or other property of the Association. The Board shall not impose a monetary fine or other penalty unless and until notice of the provision alleged to have been violated has been provided as required in the respective documents or as herein provided. A violator shall be offered the opportunity to appear before the Appeals Committee of the Board to explain why a fine or penalty should not he levied or to request an adjustment of the fine or penalty levied. The Board may assign its power to impose monetary fines and other penalties to the management staff of the Association. A late charge shall not constitute a fine. Members shall be personally liable for the payment of monetary fines and/or other penalties which, if not paid when due, shall become a lien against the property which may be foreclosed as provided by law and/or collected from the members, his/her heirs, successors and assigns.

Section 23. Actions of the Board Directly Benefiting Board Member. Any member of the Board who can reasonably expect to benefit in a direct or substantial way from the possible outcome of the Board action under discussion must disclose each time it is discussed that he/she has such an interest and abstain from voting on any motion affecting that interest.

(a) The Board may contract or otherwise deal with any company of which a Board member is a director, shareholder or an employee, provided such Board member does not vote on any motion respecting the contract or participate in any discussion thereof.

(b) With approval of the Board, a member may be reimbursed for expenses incurred in carrying out business of the Board.

(c) No person closely related to a director or an employee shall be employed by the Association unless approved by the Board.

Section 24. Rules and Regulations. In addition to such other powers conferred upon the Board, the Board shall have the power to promulgate such rules and regulations as it deems appropriate. Members shall be responsible for complying with the rules and regulations adopted by the Board and ensuring that their guests and tenants comply therewith. Publications of the Rules and Regulations in the Sudden Valley Views shall be deemed official notice to the member of the existence of the rule and regulation and the obligation to comply therewith.

Section 1. Officers. The officers of the Association shall be the President, Vice President, Secretary and Treasurer. Any two or more offices may be held by the same person, except the office of president. The Board may also elect such other officers as it deems necessary, such officers having the authority to perform duties as prescribed by the Board and the applicable laws of the State of Washington.

Section 2. Election, Term of Office and Vacancies. The officers of the Association shall be elected annually by a majority vote of the Board at the organizational meeting of the Board following each annual meeting of the membership. A vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board for the unexpired portion of the term.

Section 3. Removal. Any officer may be removed by a majority vote of the Board whenever, in its judgment, the best interests of the Association will be served thereby.

Section 4. President. The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Association and of the Board, unless the President shall direct management or others to preside. The President shall have all the general powers and duties which are incident to the office of the President of a corporation organized under the applicable laws of the State of Washington.

Section 5. Vice President. The Vice President shall act in the President's absence and shall have all powers, duties and responsibilities provided for the President when so acting.

Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Association and of the Board and shall be in charge of such books and papers as the Board may direct and shall, in general, conduct all duties incident to the office of the Secretary of a corporation organized under the applicable laws of the State of Washington.

Section 7. Treasurer. The Treasurer shall have the responsibility for the Association's funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable affects in the name of the Association in such depositories as may be designated by the Board. All checks shall require two (2) signatures as provided by resolution of the Board. The Treasurer shall cause an annual audited financial statement to be made available to the Association and cause quarterly financial statements to be published on a quarterly basis in the newsletter of the Association.

Section 8. Absence of Officers. In the absence of both the President and Vice President from a meeting, the directors present shall, by majority vote, elect from the remaining directors present, other than the Secretary, a director to be Chairperson of that meeting. In the absence of the Secretary, the directors present shall choose from among themselves one director, other than the President, to serve as Secretary at that meeting.

Section 9. Compensation. No officer shall receive any compensation from the Association for acting as such.

Section 10. Resignation. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary of the Association. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. Acceptance of a written resignation shall not be necessary to make it effective.

Section 11. Agreements, Contracts, Deeds, Licenses, Checks, Etc. All agreements, contracts, deeds, leases and other instruments of the Association shall be executed by at least two (2) officers or by such other person(s), including managing agents, as may be designated by resolution of the Board.

Section 1. General. The Board is authorized to organize committees to perform tasks and to serve for such periods as the Board may, by resolution, specify. Committees shall perform the specific duties as provided in the resolution adopted by the Board. Subject to approval of the Board, each committee shall adopt its own rules or procedure; provided that

(a) a minimum of four (4) meetings shall he held each year,
(b) notice of each meeting shall be posted,
(c) no business shall be conducted with less than a quorum of appointed voting members present, and
(d) minutes of each meeting shall be filed with the Secretary of the Board.

The members of these committees shall be members in good standing throughout the term of office and shall be appointed by the Board, except as otherwise provided herein.

Section 2. Architectural Control Committee. The Board shall appoint an Architectural Control Committee consisting of at least five (5) members in good standing who shall serve rotating terms as provided in the resolution adopted by the Board. No member of the Committee shall serve more than two (2) consecutive terms or a maximum of six (6) successive years. After expiration of one (1) year, the member shall again be eligible for appointment to the Architectural Control Committee. The Chairperson of the Committee shall be elected by the members of the Committee during the first meeting each year and shall serve as a non-voting member of the Board of Directors. The Architectural Control Committee shall have such powers as are specifically set forth in the Restrictive Covenants. The Committee may also perform such additional duties as the Board may, from time to time, designate. Acting in accordance with the provisions of the Restrictive Covenants, these Bylaws, Rules and Regulations of the Association and the Guidelines, the Committee shall act as the hearing tribunal of the Association for architectural control matters as defined in the Restrictive Covenants and as may be assigned by the Board.

The Association, through its management staff, shall enforce the provisions of this Section and may stop any construction in violation of these restrictions by issuing written cease and desist orders or by application with the court for injunctive relief. Fines for violation of this Section shall be assessed by the Board or the management staff of the Association, not the Committee. Any member of the Board, the Committee, or the management staff of the Association shall have the right, during reasonable hours, to enter upon any lot to inspect said lot and any improvements thereon for the purpose of ascertaining whether or not the Restrictive Covenants, these Bylaws, the Guidelines, and the Rules and Regulations of the Association have been or are being complied with. Such person or persons shall not be deemed guilty of trespass by reason of such entry. A lot owner who violates any ruling of the Architectural Control Committee shall be subject to sanctions for violation of a rule, regulation or policy of the Association.

Section 3. Nominations and Elections Committee. The Nominations and Elections Committee shall be composed of five (5) members in good standing who shall be elected at the annual meeting to serve until their successors are elected. Normally, members of the Committee will be elected for two (2) year terms except that terms are to be staggered so that continuity of experience will be maintained. For any year in which more than two (2) vacancies are to be filled, the others will be for one (1) year or two (2) year terms, chosen so that no more than two (2) terms will expire in any year. The Committee shall follow the provisions of Article III, Section 3 of these Bylaws, and shall be bound by the following:

(a) Nomination and election of the Committee shall immediately follow voting for Board members at the annual meeting.

(b) The Chairperson of the Committee shall be elected by the members of the Committee during the first meeting of each year and shall serve as a non-voting member of the Board of Directors.

(c) No person nominated as a Board member or as a member of the Committee shall assist in counting votes for election to the Committee.

(d) No person shall be elected to consecutive terms on the Committee but shall be eligible for re-election after a waiting period of one (1) year.

(e) No person shall serve on the Committee and the Board concurrently, other than the Chairperson of the Committee serving as the representative of the Committee.

(f) A plurality of votes shall elect the members of the Committee.

(g) If a member of the Committee fails to serve a full term for any reason, the Committee shall appoint someone to replace that member until the next regular election is held.

(h) The Committee shall solicit nominations for candidates to serve on the Association Board, and the Nominations and Elections Committee, as well as solicit for applicants to serve on the Architectural Control Committee and Finance Committee.

(i) The Committee shall supervise the balloting during elections, as set forth in Article III, Section 3 of these Bylaws.

(j) The Committee shall supervise elections conducted during any annual or special meetings as set forth in Article III, Section 3(f) of these Bylaws.

(k) No person may serve on the Nominations and Elections Committee who is related to a sitting Board member.

Section 4. Finance Committee.
I Membership. The Finance Committee of the Board shall consist of a minimum of five (5) members and a maximum of seven (7) members as determined annually by the Board. The Treasurer shall automatically be a member of the committee. The remaining committee members shall be comprised of at least one (1) Board member and at least two (2) SVCA members. The majority of the committee members must have experience or training in accounting, financial management, or corporate finance. The Treasurer shall serve as the Chairperson of the committee. Annually the Treasurer shall submit to the Board a list of names of individuals to serve on the committee in the coming year. The Board shall consider, but shall not be required, to select committee members from the list submitted by the Treasurer.

II Purpose. The Finance Committee's purpose is to assist the Board in overseeing SVCA's financial affairs in the areas of financial management, accounting, reporting and internal controls. The committee may also make recommendations to the Board concerning creation, modification or implementation of financial policies and/or procedures and make recommendations pertaining to capital expenditures, budgets, investments and other matters related to the SVCA's financial affairs.

III Meetings and Procedures. The Finance Committee shall meet at least ten (10) times annually. All meetings shall be conducted in accordance with Robert's Rules of Order.

IV Responsibilities. The SVCA Finance Committee shall provide assistance to the Board in fulfilling its oversight responsibilities related to management of SVCA financial affairs which assistance shall consist of:

(a) Determining whether SVCA's accounting policies, procedures, and internal controls are adequate to safeguard SVCA's assets and to assure legal compliance.

(b) Monitoring income and expenses to determine whether they conform to the budget approved by the Board.

(c) Evaluating monthly financial reports, capital expenditure requests, and budgets and make recommendations to the Board with respect thereto.

(d) Periodically reviewing SVCA's financial policies and procedures and making recommendations to the Board with respect to updates or modifications thereto.

(e) Evaluating the performance of the outside auditor and when appropriate, however, at least annually, make recommendations to the Board concerning retention or replacement of the outside auditor. The outside auditor is ultimately accountable to the Board.

(f) Annually reviewing the proposed scope of the outside audit and the proposed fee and make recommendations to the Board with respect thereto.

(g) Reviewing SVCA's investment policies and performances.

(h) Consulting with the Board concerning long-range financial planning.

(i) Performing such additional duties as the Board may, from time to time, designate by resolution.

Section 5. Executive Committee. The Executive Committee shall be composed of not less than three (3) officers of the Association and not more than five (5) voting Board members, provided, that the total number is not less than four (4). The Executive Committee shall have general supervision of the affairs of the Association between Board meetings and may perform such other duties as specified by the Board.

Section 6. Appeals Committee. The Appeals Committee shall be composed of three (3) Board members of the Association, who shall provide any individual who has received a notice of violation of the Restrictive Covenants, these Bylaws or the Rules and Regulations of the Association with an opportunity for an impartial hearing before a hearing panel, except as otherwise provided in these Bylaws or in the Restrictive Covenants. The Committee shall elect a chairperson from its members to serve a one-year term. A hearing panel shall meet as needed to hear requests for adjustments of fines and penalties levied as a result of violations of the Restrictive Covenants, these Bylaws, or the Rules and Regulations or the Association. Each member of the hearing panel shall be given notice, either oral or written, at least ten (10) calendar days prior to the date of any meeting. In the event that a member of the hearing panel does not receive notice as provided herein, his/her presence at the hearing shall constitute a waiver of the right to receive notice of said meeting.
The Appeals Committee shall prepare written guidelines and procedures by which members may request a hearing before a hearing panel to contest the merits of any alleged violation. These guidelines shall include the right of a member to appeal a hearing panel decision to the majority of the remaining Board, and shall set forth the procedure by which said appeal must be filed.

Section 1. Fiscal Year. The fiscal year of the Association shall be determined by resolution of the Board. In the absence of such a resolution, the fiscal year shall be the calendar year.

Section 2. Books and Records.

(a) Inspection by Members. The Articles of Incorporation, these Bylaws and the membership register, books of accounting, and minutes of meetings of members, the Board, and of the committees shall be made available for inspection and copying by any member of the Association or by his/her representative at any reasonable time for any reasonable purpose. The inspection shall take place at the Association's principal place of business. Use or sale of membership lists by a member, obtained through exercise of these inspection rights, is prohibited.

The Board shall establish reasonable rules with respect to the type of notice to be given to the custodian of records by the member desiring to make the inspection, hours and days of the week when such inspections may be made, and payment of the cost of reproducing copies of documents requested by a member.

(b) Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical properties owned or controlled by the Association. The directors' rights shall include the right to make extra copies of documents at reasonable cost to the Association.

Section 3. Notices. Unless otherwise provided herein, all notices, demands, bills, statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or sent by first class mail, postage prepaid:

(a) If to a member, at the address which the member has designated in writing and filed with the Secretary, or if no such address has been designated, at the last known address or the member; or

(b) If to the Association, to the Board or the managing agent at the principal office of the Association or at such other address as shall be designated by notice in writing to the members pursuant to this section.

Section 4. Audit. The Board shall have an annual audit of the accounts of the Association prepared by a certified public accountant

Section 5. Amendment. These Bylaws may be amended at any annual or special meeting by a two-thirds vote of the members represented in person or by proxy at such meeting, provided, however, that notwithstanding any other provision hereof, all members entitled to notice of meetings shall receive, at least thirty (30) days prior to said meeting, written notice of the proposed change, or a summary thereof. In the event that a summary is provided, the members shall be entitled to obtain a copy of the text of the proposed change from the Association at its principal place of business. Amendments shall become effective immediately upon their adoption unless otherwise stated in the amendment.

Section 6. A. Lot Line Erasure Procedures.

(a) Any member who meets the requirements set forth in paragraph (b) hereof and any non-member, who wishes to acquire or who has acquired two (2) or more lots having contiguous lot lines as originally platted and who seeks to consolidate the lots into one lot may apply to the Board for a reduction in annual dues, assessments and special assessments.

(b) The Board will not consider any request for reduction in annual dues, assessments and special assessments unless the member submitting the application is current in the payment of annual dues, assessments, special assessments and charges associated therewith, on all of the lots which he or she proposes to consolidate into one lot.

(c) If the applicant, whether a member or non-member, seeks to obtain Board approval for a reduction in annual dues, assessments and special assessments prior to acquiring one or more of the lots, the Board's approval, if granted, shall be deemed to be binding for a period not to exceed 120 days in which time the applicant must acquire the lot(s) and obtain final approval of the lot line erasure from Whatcom County. The Board has the discretion to extend this deadline for good cause shown.

(d) The Board shall approve all requests submitted by members who meet the requirements set forth in Section 6(b) hereof, provided that the request seeks to consolidate no more than two lots into one and, provided further, that neither of the lots being consolidated have been subject to any prior consolidation. In all other instances, the decision to grant a reduction in annual dues, assessments and special assessments, and the amount of any such reduction shall be strictly discretionary with the Board.

(e) The Board will consider only applications which are in the form prescribed by the Association and accompanied by a payment of one year's advanced annual dues, assessments and special assessments on the lot to be created by means of consolidation.

(f) Except in instances set forth in subsection (c) hereof, if the Board approves an application for a reduction in annual dues, assessments and special assessments, such approval shall be binding for a period not to exceed 120 days in which time the applicant must obtain final approval of the lot line erasure from Whatcom County. The Board has the discretion to extend this deadline for good cause shown.

(g) A member who has consolidated two (2) or more lots into one shall execute and record a covenant in the office of the Auditor of Whatcom County prohibiting himself/herself, his/her heirs, successor's and assigns from later subdividing the newly constituted lot.

(h) Any member consolidating any number of lots into one lot shall be entitled to one vote, regardless of the number of lots combined or the number of annual dues, assessments and special assessments paid.

Section 6. B. Lot Consolidation Procedure.

(a) Any member who meets the requirements set forth in paragraph (b) hereof and any non-member, who wishes to acquire or who has acquired two (2) or more lots having contiguous lot lines as originally platted and who seeks to consolidate the lots into one lot by means of an Irrevocable Covenant to Bind Properties and Forfeit Membership(s) in a form approved by the Board may apply to the Board for a reduction in annual dues, assessments and special assessments.

(b) The Board will not consider any request for reduction in annual dues, assessments and special assessments unless the member submitting the application is current in the payment of annual dues, assessments, special assessments and charges associated therewith, on all of the lots which he or she proposes to bind into one lot.

(c) If the Board approves an application for a reduction in annual dues, assessments and special assessments, such approval shall be binding for a period not to exceed one hundred twenty (120) days in which time the applicant must complete the process of consolidating the lots by:

1. Complying with the administrative Rules and Regulations and policies adopted by the Board governing lot consolidation.

2. Recording with the Whatcom County Auditor an Irrevocable Covenant to Bind Properties and Forfeit Membership(s) in the form approved by the Board which is signed by the owner(s) of the lots being consolidated, all lienholders of record, Whatcom County and SVCA; and

3. Providing SVCA with verification from a title insurance company, in a form acceptable to the Board, that the legal owner(s) of the lots and all lienholders of record are bound by the Irrevocable Covenant to Bind Properties and Forfeit Membership(s).

The Board has the discretion to extend this deadline for good cause shown.

(d) The Board shall approve all requests submitted by members who meet the requirements set forth in Section 6(b) hereof, provided that the request seeks to consolidate no more than two lots into one and, provided further, that neither of the lots being consolidated have been subject to any prior consolidation. In all other instances, the decision to grant a reduction in annual dues, assessments and special assessments, and the amount of any such reduction shall be strictly discretionary with the Board.

(e) The Board will consider only applications which are in the form prescribed by the Association and accompanied by a payment of one year's advanced annual dues, assessments and special assessments on the lot to be created by means of consolidation.

(f) Any member consolidating any number of lots into one lot shall be entitled to one vote, regardless of the number of lots combined or the number of annual dues, assessments and special assessments paid.

Section 7. Leasing. A member may lease or otherwise transfer use or occupancy of any lot for residential purposes only. The term "tenant" as used herein is defined as a person(s) to whom a member(s) has extended use of his/her lot as evidenced by a written lease or rental agreement, a copy of which shall be filed with the Association. Only one couple with their dependents, or not more than three (3) unrelated adults, are permitted in any one single family dwelling unit and are considered tenants for amenity use purposes. A member in good standing who leases his/her residential unit may assign membership privileges to the tenant; provided, however, that the tenant shall have no right to vote or right to notice of any regular or special meeting of the Association. All occupants of any leased lot, by occupying the lot, agree to abide by, and be subject to, all provisions of the Restrictive Covenants, these Bylaws and the Rules and Regulations of the Association, use restrictions, fines, penalties, or injuctive relief promulgated pursuant thereto by the Association or the Board, which govern the conduct of owners and which provide for sanctions against owners, notwithstanding the absence of any such agreement of the tenant set forth in such tenant's lease agreement. If the Association agrees, the Lessor may delegate and assign to the Association the authority to evict the tenant on behalf of and for the benefit of the owner. In the event the Association proceeds to evict the tenant, any costs, including attorneys' fees and court costs, associated with the eviction shall be specially assessed against the owner, and shall be a personal obligation of the owner.

Once membership rights are assigned by an owner, the owner shall not have privileges to use the amenities or facilities unless otherwise provided by resolution of the Board. Privileges shall be reinstated automatically upon expiration of the lease. Neither the lease nor the rental agreement shall relieve or release owners from obligations and responsibilities incidental to their membership, including the personal obligation to pay annual dues, assessments, special assessments and charges associated therewith. If an owner rents to another member in good standing, then the owner need not assign his membership rights and privileges.

Section 8. Dissolution. In the event of dissolution of the Association, the assets of the Association shall be distributed in the manner provided by Law.

Section 9. Indemnification. Every director, officer, agent and employee of the Association now or hereafter serving as such shall be entitled to indemnification to the extent permitted by state law as the same may, from time to time, exist.

Section 10. Sudden Valley Views Publication.
(a) It is the intent of the membership that the Association's newspaper, Sudden Valley Views or it successor, be a vehicle for an uncensored community exchange of opinions, ideas, and positions of any and all matters of community interest.

(b) The Board or their designated representative shall be the publisher of the Association newspaper, but the publisher shall always adhere to the principles of freedom of the press.

(c) The Editor shall, by contract with the SVCA Board, be an independent contractor as that term is specifically used and not as an employee of the Association.

(d) The Editor's contract shall provide the Editor with complete control of the written content of the Association's newspaper with the sole exception of any and all materials submitted by the Board of Directors under its signature for inclusion in any edition.

IN WITNESS WHEREOF, the undersigned, being all of the Board of Directors of Sudden Valley Community Association have caused these Bylaws to be executed and sealed.

SUDDEN VALLEY COMMUNITY ASSOCIATION:

Board of Directors:

TABLE OF CONTENTS

13.1 Statement of Principle
Committee Structure
Powers
Commission
Area of Responsibility
Purpose
Objectives
Conduct of Meetings

14.1 Intent
Scope
ACC Compliance Review

Contractor and Owner/Builder Requirements for Construction Activities
Licensing Requirements
Portable Toilet
Trash Removal
Speed Limits
Track-type Vehicles
Concrete Trucks
Violations