ARTICLE I

                            MEMBERSHIP

      Section 1.  Every person, including both husband and wife,

in a marital community, who owns a lot in DUGUALLA BAY HEIGHTS

and/or any parcel or parcels of land, platted or not platted, in

Government Lot 2, Section 17, Twp. 33, N. R 2 E.W.M., is a Member

in Dugualla Community, Incorporated.  Although both the husband

and wife may be Members, the marital community may cast only one

vote for each membership held/lot owned in the Corporation.

     Section 2.  Any Member who is in default of any payments for

a period of more than three months is automatically deprived of

any privileges or rights in the Corporation without further

action on the part of the membership or the Board of Directors.

The Secretary-Treasurer of the Corporation shall so mark the

records of the Corporation; upon the records being so marked the

voting power and other privileges and rights of the Member are

suspended.  Any Member, before being qualified to cast a ballot

at a meeting of the Corporation, in addition to being an owner of

real property, must pay in full any amounts due to the

Corporation up to the date of the meeting.

     Section 3.  The Corporation shall not advance money, provide

services, install facilities or provide special benefits to any

private individual, whether a Member or not.  Neither shall the

Corporation take any such actions for the benefit of any external

business, partnership, corporation or other entity.

                            ARTICLE II

                     MEETINGS OF THE MEMBERS

     Section 1.  An Annual Meeting of the Members shall be held

each calendar year on the third Saturday in September in Island

County Washington. The Board of Directors shall determine the

time and place of the meeting.

     Section 2.  Special Meetings of the Members may be called by

the Board of Directors or upon written request of ten or more

Members addressed to the President.  The request shall include an

explanation of the purpose of the meeting.  Special Meetings

shall be held not less than fifteen days or more than thirty days

after the President receives a request for the Special Meeting.

If the President fails to call the meeting, any Member may give

notice of the meeting per Section 3.

     Section 3.  Notice of meetings of the Members stating the

time, place and general purpose of the meeting shall be mailed to

each Member at their last known address at least thirty days

prior to the Annual Meeting, and ten days prior to Special

Meetings.  For the Annual Meeting, the notice will include a

proposed agenda and a list of Director positions that are due for

election.  The date the notice is mailed is considered to be the

date notification was given.  An entry shall be made in the

minutes of the meeting confirming that appropriate notice was

given to the Members.

     Section 4.  A quorum shall consist of a majority of the

Members in person or as represented by duly authorized proxy.

     Section 5.  Any Member may appear at any of the meetings of

the Members either in person or by duly constituted proxy.  A

proxy, to be effective, must be in writing and filed with the

Secretary of the Corporation at the time of the meeting or at any

time prior to the meeting.

     Section 6.  Duly constituted proxies are authorized to cast

one vote for each Member represented upon any matter of business

raised at the meeting.

     Section 7.  Meetings shall not be held without a quorum.

Regular or Special Meetings of the Members shall be adjourned if

there are not sufficient Members present, in person or by proxy.

The reason for the adjournment shall be recorded.

     Section 8.  The President, or if absent, Vice President, or

if absent, Secretary-Treasurer, shall call the meeting of the

Members to order and act as presiding officer.  If the Secretary-

Treasurer is required to act, a temporary Secretary-Treasurer

shall be appointed, preferably from among the remaining

Directors, to record the proceedings of the meeting.

     Section 9.  If the time and/or place of the Annual Meeting

are changed within thirty days of the meeting, a new notice must

be mailed to the members per Article II, Section 3.

     Section 10.  A financial statement for the preceding fiscal

year (1 June to 31 May of each year) shall be distributed to all

Members prior to or at the Annual Meeting.

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                           ARTICLE III

                            DIRECTORS

     Section 1.  The corporate powers, business and property of

the Corporation shall be exercised, conducted and controlled by a

Board of nine Directors.

     Section 2.  Any person of lawful age who is a Member in good

standing at the time of their election may be elected a Director

of this Corporation.

     Section 3.  At the Annual Meeting of the Members, the

Members shall by majority vote, elect Directors to act for the

following terms of office: The Directorate positions shall be

numbered Position Numbers 1 through 9.  Positions 2, 6, 7 and 8

shall hold office for one year until 2006 and two years

thereafter.  Positions 1, 3, 4, 5 and 9 shall hold office for two

years commencing in 2005.  Directors shall hold office for the

length of their term and until a qualified successor as been

elected or duly appointed.

     Section 4.  The Members shall fill Board of Director

vacancies during the Annual Meeting.  Directors shall serve until

their terms of office expire, they are removed by vote of the

Members, disqualified for any reason or resign.  There is no

restriction on the number of terms that a Director may serve.

     Section 5.  The Directors of this Corporation shall act

without compensation.

                            ARTICLE IV

                        CORPORATE OFFICERS

     Section 1.  The Board of Directors shall elect the

President, Vice President, Treasurer and Secretary for the

Corporation from among Members of the Board following the Annual

Meeting and may appoint sub-officers, committees, agents and

employees.

                        Part A.  PRESIDENT

     Section 1.  The President of the Corporation is the

presiding officer at all meetings of the Members and the Board of

Directors.  The President has the powers delegated herein and by

the Board of Directors.

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By-laws of Dugualla Community, Incorporated.

Amended as of September, 15, 2012.

                     Part B.  VICE PRESIDENT

     Section 1.  The Vice President of the Corporation acts as

the President in the absence of the President.

                        Part C.  TREASURER

     Section 1.  The Treasurer of the Corporation keeps

Corporation records, to include an accurate and complete

financial record.

     Section 2.  The Treasurer keeps a record of the names and

addresses of the Members of the Corporation and shall make this

available to other Board members for official Community purposes.

     Section 3.  If the Treasurer is unable or unwilling to

perform the duties herein, the President or Vice President

assumes those duties.

                        Part D.  SECRETARY

     Section 1.  The Secretary of the Corporation keeps minutes

of meetings of the Members of the Corporation and the Board of

Directors, and gives notice of all meetings of the Members and

the Board of Directors.

     Section 2.  The Secretary shall perform additional

administrative duties as needed, such as official correspondence,

as assigned by the Corporation President or Board.

     Section 3.  If the Secretary is unable or unwilling to

perform the duties herein, the President or Vice President

assumes those duties.

 

ARTICLE V

                     BOARD OF DIRECTOR DUTIES

     Section 1.  The Board of Directors has full power to borrow

money on behalf of the Corporation.  This includes the authority:

• To incur indebtedness on behalf of the Corporation, and authorize the execution of promissory notes or other evidence of indebtedness of the Corporation, and agree to pay interest thereon.

• To sell, convey, transfer, assign, exchange, lease and otherwise dispose of, mortgage, pledge or otherwise encumber the property, real and personal, and the franchises of the Corporation.

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By-laws of Dugualla Community, Incorporated. Amended as of September, 15, 2012.

• To purchase, lease and otherwise acquire property, real and personal on behalf of the Corporation and generally to do and perform or cause to be done and performed any and every act, which the Corporation may lawfully do or perform.

Extraordinary expenditures, such as major capital improvements,

shall be presented to the Members for approval at the Annual

Meeting or at a Special Meeting.  This provision is not meant to

restrict the Board of Directors from taking action in an

emergency or in situations in which delay could result in the

Corporation incurring liability.

     Section 2.  The Board shall impose conditions upon

employment and fix terms of employment.  The term of office,

employment or contractual obligations shall in no case exceed the

longest term of office of any of the Board of Directors then

serving.

     Section 3.  The Board of Directors sets the compensation for

sub-officers, agents and employees of the Corporation.  The Board

of Directors may not fix any compensation for themselves.

     Section 4.  The Board of Directors may remove sub-officers,

agents or employees upon a majority vote, and no contract to the

contrary is valid.

     Section 5.  The Board of Directors shall have the power to

fix the bond of any and all officers, agents or employees in such

amount as they shall see fit.

     Section 6.  The Board of Directors shall determine the

financial status of the Corporation from reports submitted by the

Secretary-Treasurer, and determine fees and assessments to be

imposed upon the Members to keep the Corporation upon a sound

financial basis.

     Section 7.  Directors stand in a fiduciary relation to the

Corporation and must discharge the duties of their positions in

good faith and with that diligence, care and skill which

ordinarily prudent persons would exercise in similar

circumstances.

                            ARTICLE VI

                            VACANCIES

     Section 1.  Any Director may be removed by the vote of two-

thirds of the Members of the Corporation having voting power at a

Special Meeting called for that purpose and upon such removal a

vote of the Members may at once be taken to fill the vacancy or

vacancies.

     Section 2.  Members of the Board of Directors shall attend

all meetings possible.  Any Member who does not attend three or

more consecutive Regular or Special Meetings of the Members shall

be removed from the Board unless the remainder of the Board of

Directors votes to the contrary.  If any Director is removed for

non-attendance, the Board of Directors shall appoint a successor

to fill the vacancy for the remainder of that Director’s term of

office.

     Section 3.  When a vacancy occurs among the Directors,

except by recall and election of a successor, the Board of

Directors shall appoint a successor by a majority vote of the

remaining Members.  An appointed Director will hold office until

the next Annual Meeting, at which time a successor will be

elected to fill the remaining term of office, unless the term is

expired, in which case, a Director will be elected to fill the

position.

                          

ARTICLE VII

                    BOARD OF DIRECTOR MEETINGS

     Section 1.  Board of Director Meetings are held at such time

and place in the State of Washington as the Board decides.

Special Meetings of the Board of Directors may be called any time

by the President or on the order of two Directors.

     Section 2.  Directors shall register their addresses with

the Secretary.  Notice of meetings mailed to that address or e-

mailed to the Directors’ e-mail address shall constitute valid

notice of the meetings.  Notice of Board of Director meetings,

stating the time and general purpose of the meeting shall be

mailed, e-mailed, or otherwise personally delivered to each

Director not later than three days before the meeting.

     Section 3.  Five or more Directors shall constitute a

quorum.  Every act or decision of a majority of the Directors

present at a meeting with a quorum is valid as the act of the

Board of Directors.  Board Members may cast ballots by e-mail,

teleconference or regular mail on any matter before the Board,

but a quorum must still be physically present at the meeting.

 

ARTICLE VIII

                             PROPERTY

     Section 1.  All property, real or personal (in process of

being obtained, interest in or to property of any nature, and

wherever situated), is the property of the Members of the

Corporation upon dissolution of the Corporation.

                            ARTICLE IX

                       FEES AND ASSESSMENTS

     Section 1.  If deemed necessary, an annual membership fee

may be set by the Board of Directors.  The membership fee may be

paid in advance in quarterly or semi-annual installments, or

annually, as the board determines.  Upon non-payment of fees for

three months from the due date, all rights and privileges of the

non-paying Member will be suspended.  The suspension shall

continue until all delinquencies and defaults are corrected and

all payments brought up to date per the provisions of Article IX,

Section 3 below.

     Section 2.  The Board of Directors shall levy regular or

special assessments on Members for the purpose of operating and

maintaining the water system.  Alternatively, the Board of

Directors may establish a water usage rate chargeable to those

Members who are hooked into the water system and are receiving

water service.  In either case, a billing notice will be mailed

to each Member every two months.  Payment in full is due within

thirty days of the mailing date of the notice.

     Section 3.  In the event of overdue payments, members shall

pay to the Corporation the full amount owed including but not

restricted to late fees, attorneys’ and collection agency fees

and costs reasonably incurred in enforcing payment.  The amount

owed to the Corporation shall be a lien on the member’s real

property (as described in Article I, Section 1), superior to any

and all other liens created or permitted by the owner and

enforceable by foreclosure proceedings in the manner provided by

law for foreclosure of mortgages upon land.  Proceedings for the

foreclosure of this lien shall not be commenced sooner than four

months after the date the first billing notice was mailed to the

Member.

     Section 4.  In addition to the provisions of Section 3, the

Board reserves the right to terminate water service to any Member

who has not paid water system-related assessments and fees by

three months after the due date.  The board will provide written

notification to the Member at least thirty days prior to

terminating service.  The Member will be responsible for all

costs associated with terminating and reconnecting water service.

 

ARTICLE X

             BUILDING AND USE RESTRICTION ENFORCEMENT

     Section 1.  As stated in the Building and Use Restrictions

for Dugualla Bay Heights Divisions 1 through 9, the Building and

Use Restrictions may be enforced by any lot or building site

owner or by Dugualla Community, Incorporated.  To this end, the

procedures stated below shall be followed in addressing

violations of the Building and Use Restrictions.

     A.  Any member of Dugualla Community, Inc., who observes a

     violation of the Building and Use Restrictions may elect to

     bring the violation to the attention of the owner of the

     property on which the violation is occurring.  The member

     making the complaint must specify the nature of the

     violation and what corrective action is being sought.  If a

     mutually agreed resolution to the complaint by the parties

     is achieved, no other action is required.

     B.  If mutual agreement is not achieved, and the complainant

     wishes to pursue the matter further, the complainant shall

     restate the complaint and the corrective action being sought

     in a letter to the owner of the property on which the

     violation is occurring (if this is not already done).

     C.  If the recipient of this letter fails to respond within

     thirty (30) days or a mutual agreement in not reached, the

     complainant may elect to submit a letter to the Board of

     Directors asking them to intercede on his behalf.  The

     letter must include a description of the violation, the name

     and address of the property owner against whom the complaint

     is being made, and a list of all of the steps taken up to

     this point to attempt to resolve the complaint.  A copy of

     this letter shall be sent to the subject of the complaint.

     D.  If the subject of the complaint feels that the complaint

     does not have merit, he may submit his rebuttal in writing

     to the Board of Directors with a copy to the complainant.

     E.  The Board of Directors shall review the complaint and

     any rebuttal received and attempt to determine if a

     violation of the Building and Use Restrictions has occurred.

     F.  If the Board determines that no violation has occurred,

     they will notify the complainant and subject of this in

     writing.  The notification shall include a detailed

     explanation of the Board’s decision.

     G.  If the Board determines the a violation has occurred,

     they shall attempt to contact the owner on whose property

     the violation has occurred and request that he take

     appropriate action to come into compliance.

     H.  If the Board is unable to contact the property owner or

     the property owner is unresponsive, the Board shall send a

     registered letter to the property owner citing the violation

     and specifying the remedy required.  The property owner

     shall be given 30 (thirty) days to respond to this letter.

     I.  If the property owner responds by the deadline and takes

     appropriate action to come into compliance to the

     satisfaction of the Board of Directors, no further action is

     required except that the Board shall maintain a full and

     complete record of the complaint and associated actions

     taken in the community archival files.

     J.  If the property owner is unresponsive to the registered

     letter or fails to come into compliance within a reasonable

     period of time, the Board of Directors may refer the issue

     to an attorney requesting action be initiated to enforce the

     Building and Use Restrictions by proceedings at law.

     K.  Both parties to the complaint shall be kept informed in

     writing of the actions taken by the Board of Directors.

     Section 2.  Nothing in this article shall infringe on the

rights of any lot or building site owner, or by Dugualla

Community, Inc., either individually or collectively, to seek

enforcement by proceedings at law or in equity against any

person, firm or corporations violating or attempting to violate

the Building and Use Restrictions, or any portion thereof, either

to recover damages or to restrain violation or to enjoin the use

of a structure or structures, or to require performance of any

act or removal of a structure or structures, in such form and

under such penalties as judgment, order or decree of a court

shall provide.  In any litigation to enforce the Building and Use

Restrictions, the prevailing party shall be entitled to recover

from the losing party reasonable attorney’s fees and court costs

as determined by the court to be just, fair and proper.

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By-laws of Dugualla Community, Incorporated. Amended as of September, 15, 2012.

ARTICLE XI

     Section 1.  These by-laws shall be reviewed at least once

every five years by the Board of Directors or by a committee

established by the Board for that purpose.  Members may submit

proposed amendments at any time.  All proposed amendments shall

be distributed to the Members at least thirty days prior to the

Annual Meeting and shall be voted on at the Meeting.  Amendments

may be adopted by a simple majority vote of the Members present

in person or by proxy at meeting.

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By-laws of Dugualla Community, Incorporated. Amended as of September, 15, 2012.

For the Community,

____________________________________

P.M Hunt, President, Director                       Date

____________________________________

R. VanDam, Vice-President, Director                 Date

____________________________________

R.A. Pierce, Secretary-Treasurer, Director          Date

____________________________________

J. Anglin, Director                                 Date

____________________________________

R. Harring, Director                                Date

____________________________________

K. Sebens, Director                                 Date

____________________________________

M. L. Walters, Director                             Date

____________________________________

R. VanDam, Director                                 Date

____________________________________

S. Welliver, Director

___________________

       Date