ARTICLE 03. THE ASSOCIATION

3.1 Formation. The Association has been, or will be, incorporated under the name of Alicia Glenn Homeowners Association, as a non-profit corporation under Revised Code of Washington, Chapter 24.03. Declarant may change the name of the Association if Declarant elects to change the name of the Plat or use a different name for marketing purposes.

3.2 Development Period. Until the termination of the Development Period, the Declarant hereby reserves as a Development Right for itself; its successors or assigns, the power to exercise all of the rights, powers and functions of the Association, or the Board thereof; which Development Right shall be exercised and/or performed solely by the Declarant without further authority from or action by the Members. During the Development Period, the Declarant shall have no obligation to publish financial statements, hold meetings or otherwise account to or consent with the Members, except as required under RCW 64.38 and RCW 24.03, or as expressly required herein. Prior to the termination of the Development Period, the Declarant, acting pursuant to its authority to act on behalf of the Association, shall adopt Bylaws. During the Development Period, Declarant shall have as a Development Right, the sole authority to amend the Bylaws. The Declarant's control of the Association during the Development Period is established in order to ensure that the Property, Community, and the Association will be adequately administered in the initial phases of development and to ensure an orderly transition of Associations operations. Upon termination of the Development Period, administrative power and authority for management of the Common Areas shall pass to the Board of Directors and Members as provided herein and in the Bylaws of the Association.

3.3 Board of Directors. The Association shall be managed by a Board of Directors, elected or appointed in accordance with this Declaration, the Articles, and the Bylaws of the Association. Notwithstanding the foregoing, the Declarant shall have as a Development Right the right to appoint and remove all members of the Board in its sole discretion until the Turnover Date. The initial Board of Directors shall be:

3.4 Delegation to Manager. The Board may delegate any of its managerial duties, powers, or functions to any Person or entity. The Board members shall not be liable for any omission or improper exercise by the manager of any duty, power, or function so delegated by written instrument authorized and entered into by the requisite vote of the Board.

3.5 Duties and Powers of Association. The duties and powers of the Association are those set forth in its Articles and Bylaws, together with its general and implied powers as a not for profit corporation, generally to do any and all things that a corporation organized under the laws of the State of Washington may lawfully do which are necessary or proper in operating for the peace, health, comfort, safety and general welfare of its Members, subject only to the limitations upon the exercise of such powers as are expressly set forth in its Articles, its Bylaws, the Plat and in this Declaration.

Purposes. Specifically, but not by way of limitation, the Association shall effectuate the purposes of this Declaration, including but not limited to: (i) adopting and enforcing rules and regulations (through action of the Board pursuant to Section 3.5(c) below); (ii) adopting an operating and capital budget; (iii) controlling and administering the Association's funds, including the levy, collection, and disbursement of Assessments; and (iv) administering and enforcing this Declaration. Subject to any dedications or other provisions of this Declaration, the Association shall have the authority and obligation to establish, manage, repair, and administer the Common Areas. Subject to the approval of any applicable governmental agency and to the approval of the Committee, the Association may at any time, and from time to time, construct, reconstruct, improve, replace and/or restore any Improvement or portion thereof upon the Common Areas, and the Association may construct, reconstruct, improve and/or replace destroyed trees or other vegetation and plant trees, shrubs, ground cover and other landscaping upon the Common Areas. The Association may employ personnel necessary for the effective operation and maintenance of the Common Areas, including the employment of legal and accounting services.
Operating Costs. The Association shall be responsible for the payment of power bills, maintenance, repair, and any other associated operating costs for the Common Areas and the Improvements thereon unless that responsibility is otherwise assigned by this Declaration, the Map or regulations of a governmental agency with jurisdiction over the Plat.
Rules and Regulations. The Board is authorized and empowered on behalf of the Association to adopt rules and regulations governing the use of the Property and the personal conduct of the Members, Owners, and their guests, and to establish penalties for the infraction thereof

3.6 Priorities and Inconsistencies. In the event of conflicts or inconsistencies between this Declaration and either the Articles or the Bylaws, the terms and provisions of this Declaration shall prevail.

3.7 Membership. An Owner of a Lot shall automatically be a Member of the Association and shall remain a Member until such time as Ownership ceases for any reason, at which time such Membership shall automatically cease. Membership shall be appurtenant to and may not be separated from the Ownership of each Lot. The Owners covenant and agree that the administration of the Property shall be in accordance with the provisions of this Declaration, the Articles, and the Bylaws. Except as may otherwise be provided herein, the rights, duties, privileges and obligations of all Members shall be as set forth in this Declaration, the Articles, and the Bylaws.

3.8 Transfer. Membership held by any Owner shall not be transferred, pledged or alienated in any way, except upon the sale or encumbrance of such Owner's Lot and then only to the purchaser or Mortgagee of such interest in such Lot. Any attempt to make a prohibited transfer is void and will not be reflected upon the books and records of the Association.

3.9 Voting Rights.

Voting Rights. The right to vote may not be severed or separated from any Lot, and any sale, transfer or conveyance of a Lot to a new Owner or Co-Owners shall operate to automatically transfer the appurtenant vote without the requirement of any expressed reference thereto. An Owner may, by written notice delivered to the Board, designate a voting representative for its voting rights if expressly permitted in the Bylaws. Notwithstanding the foregoing, the voting rights of any Member may be suspended as provided in this Declaration, the Articles, or the Bylaws. Member votes may be tabulated by mail, facsimile, email, or other electronic transmission.
Classes of Membership. The Association shall have two (2) Classes of Membership, Class A and Class B, as follows:
1. Class A. Class A Membership shall consist of all Owners, other than Declarant. Each Class A Member shall be entitled to one (1) vote for each Lot owned.
2. Class B. Membership shall consist of the Declarant. The Declarant shall be entitled to three (3) votes for each Lot owned by Declarant. Class B Membership shall terminate and be converted to Class A Membership on the Turnover Date.
Co-Owners. If an ownership interest in a Lot is held by multiple Persons ("Co-Owners"), the Association shall have no responsibility to accept any vote for such Lot if such vote is disputed among the Co-Owners.
Proxies. Members may vote at any meeting of the Association in person or by proxy. A proxy must be in writing, signed by the designated voting Member for the Lot and filed with the Board in advance of the meeting at which such vote is taken. No Owner may revoke any proxy given by a Member to or in favor of a Mortgagee without the prior written consent of the holder of the Mortgagee.

3.10 Rules and Regulations. The Board shall have the power to adopt from time to time and to enforce rules and regulations governing the use of the Property, in addition to the use restrictions contained in this Declaration and whether or not expressly contemplated herein, provided that such rules and regulations shall not be inconsistent with this Declaration. The rules and regulations may not unreasonably differentiate among Owners. The Board may prescribe penalties for the violation of such rules and regulations, including but not limited to suspension of the right to use the Common Areas or portions thereof, and the imposition of fines pursuant to a previously adopted schedule there of. Any such rules and regulations, and/or amendments thereto, shall become effective thirty (30) days after promulgation and shall be mailed to all Owners within thirty (30) days after promulgation. A copy of the rules and regulations in force at any time shall be retained by the secretary of the Association and shall be available for inspection by any Owner during reasonable business hours. Such rules shall have the same force and effect as if set forth herein.

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