Bylaws

Index to Bylaws of Tanasbrook HomeOwners' Association

Action taken without meeting, Article IV (page 213)

Adoption of initial Bylaws, Article IX (page 215)

Amendment procedure, Article X (Page 216)

Annual meeting, Article III (page 210)

Assessments and expenses, Article VIII (page 215)

Association name, Article I (page 210)

Bylaws, Adoption of initial, Article IX (page 215)

Chairman, Officers, Article V (page 213)

Compensation, Board of Directors, Article IV (page 213)

Compensation, Officers, Article V (page 213)

Definitions, Article IX (page 215)

Election, Board of Directors, Article IV (page 212)

Execution of instruments, Article IX (page 215)

Expenses and assessments, Article VIII (page 215)

Foreclosure and lien, Article VIII (page 215)

Lien and foreclosure, Article VIII (page 215)

Majority, Article III (page 210)

Membership, Article II (page 211)

Meetings, annual, Article III (page 210)

Meetings, notice of, Article III (page 211)

Meetings, place of, Article III (page 211)

Meetings, quorum, Article III (page 211)

Meetings, special, Article III (page 211)

Meetings, voting, Article III (page 211)

Membership, suspension of, ArticleII (page 210)

Name & Office, Article I (page 210)

Name of association, Article I (page 210)

Notice of Meetings, Article III (page 211)

Office, election and approval, Article V (page 213)

Place of meetings, Article III (page 211)

Persons affected, Article IX (page 215)

Powers and duties of Board of Directors, Article IV (page 212)

Principle office location, Article I (page 210)

Proxies, Article II (page 210)

Quorum, Board of Directors, Article IV (page 213)

Quorum, meetings, Article III (page 211)

Regular meetings, Board of Directors, Article IV (page 212)

Removal of member of Board, Article IV (page 213)

Rules and regulation, adopt, modify, revoke, Article VII (page 214)

Secretary, Officers, Article V (page 213)

Special meetings, Article III (page 211)

Special meetings, Board of Directors, Article IV (page 213)

Standing committee establishment, Article VI, Committees (page 214)

Suspension of Membership, Article II (page 210)

Treasurer, officers, Article V (page 213)

Use of common areas by developer, Article IX (page 215)

Voting, meetings, Article III, Meetings (page 211)

Vacancies, Board of Directors, Article IV (page 212)

Waiver of notice, Board of Directors, Article IV (page 213)

CONTENTS of BY-LAWS OF TANASBROOK ASSOCIATION OF UNIT OWNERS

Article I, Name & Office (Page 210)

    1. Name of Association

    2. Principal office location

Article II, Membership & voting rights (Page 210)

    1. Membership

    2. Suspension of Membership

    3. Proxies

Article III, Meetings (Page 210)

    1. Annual meeting

    2. Special meetings

    3. Majority

    4. Quorum

    5. Voting

    6. Place of meetings

    7. Notice of meetings

Article IV, Board of Directors (Page 212)

    1. Election

    2. Blank

    3. Vacancies

    4. Powers & duties

    5. Removal

    6. Compensation

    7. Regular meetings

    8. Special meetings

    9. Waiver of notice

    10. Quorum

    11. Action taken without meeting

Article V, Officers (Page 213)

    1. Office, election and approval

    2. Chairman

    3. Secretary

    4. Treasurer

    5. Compensation

Article VI, Committees (Page 214)

    1. Standing committee establishment

Article VII Rules and regulations (Page 214)

    1. Rules and regulation adoption, modification, revocation

Article VIII, Assessments (Page 215)

    1. Expenses and assessments

    2. Lien and foreclosure

Article IX, Miscellaneous (Page 215)

    1. Execution of instruments

    2. Definitions

    3. Persons affected

    4. use of common areas by developer

    5. Adoption of initial by-laws

Article X, Amendment(Page 216)

    1. Amendment procedure

13289

BYLAWS

OF

TANASBROOK ASSOCIATION OF UNIT OWNERS

ARTICLE I

NAME AMD OFFICE

1. Name. This association shall be named the "Tanasbrook Association of Unit Owners" ("Association").

2. Principal Office. The principal office of the Association shall be maintained in Washington County, Oregon.

ARTICLE II

MEMBERSHIP AND VOTING RIGHTS

1. Membership. Every person who is a record owner of a fee or undivided fee interest in any unit shall be a member of the Association, provided that any such person who holds such interest merely as a security for the performance of an obliga­tion shall not be a member.

2. Suspension of Membership. During any period in which a member shall be in default in the payment of any annual or_ special assessment, levied by the Association against the unit in which the member owns a fee interest, the voting rights and right to use of the recreational facilities of such member may be suspended by the Board of Directors until such assessment has been paid. Such rights of a member may also be suspended after notice and hearing, for a period not to exceed thirty (30) days, for each violation of any rule or regulation established by the Board of Directors governing the use of the common elements and facilities.

3- Proxies. At all meetings of members, each member may vote in person or by proxy. A proxy given by a unit owner to any person who represents such owner at meetings of the Association shall be in writing and signed by such owner, shall be filed with the Board of Directors and, unless limited by its terms, shall be deemed valid until revoked in writing. An executor, administrator, guardian, or trustee may vote, in person or by proxy, at any meeting of the Association with respect to any unit owned or held by him in such capacity, whether or not the same shall have been transferred to his name; provided that he shall satisfy the Secretary of the Association that he is the executor, administrator, guardian, or trustee holding such unit in such capacity. Whenever any unit is owned by two or more jointly, according to the records of the Association, the vote therefor may be exercised by any one of the owners then present, in the absence of protest by a co-owner, but in the event of such protest, no one co-owner shall be entitled to vote without the approval of the other co-owners.

ARTICLE III

MEETINGS

1. Annual Meeting. The annual meeting of the Association shall be held on the 3rd Tuesday of February, of each year, at 7:30 o'clock p.m. unless otherwise determined by resolution of the Board of Directors. The annual meeting shall be for the purpose of electing directors and for the transaction of any other business brought before the meeting. The parliamentary authority for the annual meeting shall be "Roberts Rules of Order Newly Revised."

2. Special Meetings. Special meetings of the Association may be called at any time by any director or upon the request of 33-1/3% of the unit owners. At least five (5) days' notice shall be given of any special meeting to each unit owner. At any such special meeting only such business shall be transacted as shall have been specifically or generally described in the notice for such meeting.

3. Majority. As used in these Bylaws, "majority" or "majority of the unit owners" means the owners of more than 50% in the aggregate of the undivided ownership interests in the common elements as the percentage of interest in such elements appertain­ing to each unit is expressed in the Declaration of Unit Ownership of Tanasbrook Condominium, Phase One. Whenever a percentage of unit owners is specified, percentage means such percentage in the aggregate of such undivided ownership.

4. Quorum. At any meeting of the Unit Owners a majority of the Unit Owners shall constitute a quorum for any and all purposes, except where by express provisions a greater vote is required, in which event a quorum shall be the number required for such vote. In the absence of a quorum, the chairman of the meeting may adjourn the meeting from time to time, without notice other than by announce­ment at the meeting, until the holders of the amount of interest required to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

5. Voting. When a quorum is present at any meeting, the vote of the unit owners representing more than fifty (50%) percent of the undivided ownership of common elements, present, in person or represented by proxy, shall decide any question of business before such meeting, including the election of Directors, unless the question is one upon which, by express provision of the Oregon Unit Ownership Law, or the Declaration, or by these Bylaws, a different vote is required, in which case such express provisions shall govern and control the decision of such question. All votes may be cast either in person or by proxy. All proxies shall be in writing, and in the case of proxies for the annual meeting, they shall be delivered to the Secretary at least five days prior to said annual meeting. Proxies for special Unit Owners' meetings must be of record with the Secretary at least two days prior to said special meeting.

6. Place of Meetings. All meetings of the Association shall be held at its principal office, unless otherwise stated in the call, and all meetings shall be held in the State of Oregon.

7. Notice of Meetings. Notice of the annual meeting shall be posted in at least one conspicuous location within the common elements seven (7) days prior to such meeting. If any annual meeting is to be held elsewhere or at a different time than provided above, notice shall be given by the Secretary in writing to each unit owner, such notice to be given not less than fourteen (14) days before the meeting. Notice of any special meeting shall be given in writing to all unit owners and by posting in at least one conspicuous location within the common elements. No notice of a meeting need be given to any owner who shall waive such notice in writing or who shall be present at such meeting, in per­son or by proxy. Written notice shall be effective, whether or not received, if mailed to the last known address of a unit owner shown on the books of the Association's secretary and shall be effective as of the date mailed or personally delivered. The written ratification by an owner of any action taken at any meeting shall be equivalent of a waiver of notice of such meeting by the one so ratifying.

ARTICLE IV

BOARD OF DIRECTORS

1. Election. The unit owners shall elect from among them­selves a Board of Directors consisting of five (5) persons. The election shall be by secret written ballot. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Notwithstanding anything herein contained to the contrary, and until the election of a new Board of Directors at the first meeting of the Association of Unit Owners following the first to occur of the following events:

a. Completion of all units in all eleven phases of the project and sale of 75% of those units, or;

b. Expiration of the time within which Developer must elect to construct one or more of phases two through eleven inclusive, completion of all phases as to which Developer elects to proceed, and sale of 75% of those units;

three (3) of said five (5) directors shall be appointed by the Developer and the other two (2) directors shall be elected by the unit owners from among themselves. The three appointed directors need not be unit owners and shall be appointed for one-year terms to serve until their successors are appointed and qualified. The other two directors shall be unit owners and shall be elected to one-year terms to serve until their successors are elected and qualified. At the first meeting of the Association of Unit Owners following the first to occur of the events listed in (a) and (b) above, the unit owners shall elect from among themselves a board of directors con­sisting of five (5) persons and the terms of the three (3) appointed directors and two (2) elected then in office shall terminate upon the election and qualification of said five (5) elected directors.

3. Vacancies. In the event of the death, resignation or dis­qualification of any appointed director, such vacancy shall be filled by appointment by the Developer. In the event of the death, resig­nation or disqualification of any elected director, such vacancy may be filled by an affirmative vote of a majority of the remaining directors. A successor director shall hold office for the unexpired term of the director whose place is vacant.

4. Powers and Duties. The Board of Directors shall be vested with the management of all the affairs of the Association. The Board shall cause to be kept a complete record of all its acts and affairs and make such record available for inspection. The Board may engage the services of an individual or corporate manager on a long term contract and provide for his or its compensation. The Board may delegate to such manager the power to contract for services and to employ gardeners, workmen, and other help for the operation and maintenance of the common elements. The Board may also delegate to such manager any additional powers and duties.

5. Removal. Any elected director may be removed from office at any time, without cause, at a meeting of the Association; upon the Majority vote of all of the unit owners entitled to vote; provided, however, that the notice of such meeting shall have stated that such removal was to be considered, and provided further that a substitute director shall be elected at the same meeting for the then unexpired term of the one so removed. Any appointed director may be removed from office at any time without cause by the Developer by delivering to the secretary of the corporation, and to the director, a written statement that said director is removed from office. Forthwith upon said removal, the Developer shall appoint a substitute director for the then unexpired term of the director so removed, said appointment to be effective upon delivery to the secretary of the corporation of a written statement of such appointment.

6. Compensation. The Directors shall serve without compensation.

7. Regular Meetings. A regular meeting of the Board of Directors shall be held on each month on a day and at a time to be determined by the Board of Directors. Notice of such regular meeting is hereby dispensed with. If the day for the regular meeting shall fall upon a holiday, the meeting shall be held at the same hour on the first day following which is not a holiday, and no notice thereof need be given.

8. Special Meetings. Special meetings of the Board of Directors shall be held when called by the Chairman of the Association, or by any two Directors, after not less than three (3) days' notice to each Director in writing.

9. Waiver of Notice. The transaction of any business at any meeting of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and, if either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes there­of. All such waivers, consents or approvals shall be filed with the corporate records and made part of the minutes of the meeting.

10. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business and an affirmative vote of a majority of the Board shall be necessary to the validity of any act, but no expenditure which over any annual period would exceed $1,000 shall be valid unless approved by an affirmative vote of a majority of the whole Board or detailed in the annual budget.

11. Action Taken Without a Meeting. The Directors shall have the right to take any-action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE V

OFFICERS

1. Office, Election and Approval. The Board of Directors shall elect annually, at its first meeting after the annual meeting of the Association, a Chairman, a Secretary and a Treasurer, each of whom shall serve for the ensuing year and until his successor shall be elected. The Chairman shall be elected from among the Board of Directors. The Secretary and the Treas­urer need not be directors or unit owners, and either or both may be a corporation. The Board of Directors may elect such other officers as it may deem necessary, who shall have such authority and perform such duties as from time to time may be prescribed by the Board of Directors. One person may hold more than one office, except that the Chairman shall hold no other office. Any officer shall be subject to removal at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer shall become vacant for any reason, the Board of Directors may elect a successor to fill the unexpired term.

2. Chairman. The Chairman shall preside over all meetings of the Board of Directors and the Association at which he shall be present. In his absence, the senior of the other members of the Board of Directors who are present shall preside. The Chair­man shall have the powers and perform the duties customarily incidental to the chief executive officer of a corporation and such other powers and duties as are assigned to him elsewhere in these Bylaws or as may be assigned to him from time to time by the Board of Directors.

3. Secretary. The Secretary shall keep the minute books wherein all resolutions duly passed and all other action taken at any meeting by the Association and by the Board of Directors shall be recorded. He shall give notice of all meetings of the Association and any special meetings of the Board of Directors. The Secretary shall have the powers and perform the duties customarily incidental to his office and such other powers and duties as may be assigned to him from time to time by the Board of Directors.

4. Treasurer. The Treasurer shall keep all the Association's financial records and books of account and have custody of all funds and securities of the Association and be responsible for the safekeeping of all moneys, notes, bonds, and other money instruments belonging to the Association. He shall be bonded and, if directed by a vote of a majority of the Board of Directors, he shall cause an annual audit of the Association books to be made by a certified public accountant at the completion of each fiscal year. He shall prepare an annual budget and an annual balance sheet statement and the budget and balance sheet state­ment shall be presented to the membership at its regular annual meeting. He shall have the powers and perform the duties custo­marily incidental to his office and such other powers and duties as may be assigned to him by the Board of Directors.

5. Compensation. The Chairman shall serve without compen­sation as such. The Secretary and Treasurer each may receive such compensation as the Board of Directors may determine.

ARTICLE VI

COMMITTEES

The standing committees of the Association shall be established by the Board of Directors.

ARTICLE VII

RULES AND REGULATIONS

In order to assure the peaceful and orderly use and enjoy­ment of the property, and particularly of the common areas of the Association, the Association from time to time may adopt, modify and revoke, in whole or in part, rules and regulations governing the conduct of persons in and upon the property and the use of the common elements as it may deem necessary or appropriate, by vote of not less than seventy-five percent (75%) of the members, in person or by proxy, at any meeting the notice of which shall have stated that such adoption, modification, or revocation of rules and regulations will be under consideration. A copy of such rules and regulations, upon adoption, and a copy of each amendment, modification, or revocation thereof, shall be delivered by the Secretary promptly to each unit owner and shall be binding on all the unit owners and occupants of all units from the date of delivery. Such rules and regulations shall not be inconsistent with any existing contracts for the commercial renting of any unit used for residential purposes only.

ARTICLE VIII

ASSESSMENTS

1. Expenses and assessments. Each unit owner shall contribute for the common expenses of the Association in accordance with the percentage of such expenses assigned in the Declaration of Unit Ownership for said condominium, such expenses shall include, but not be limited to, the cost of operation, landscaping, maintenance, repair, and replacement of all common elements, and the cost of insurance, in the proportion of the unit owner's interest in the common elements. The Board of Directors shall fix a monthly assess­ment in an amount sufficient to provide for all current expenses, a reasonable reserve for future expenses, and such other expenses as the Board of Directors may deem necessary. Such monthly assess­ments shall be due and payable monthly in advance on the first day of every calendar month without demand, and delinquent accounts shall bear interest at the rate of ten percent (10%) per annum from the due date until paid. The amounts received shall be held by the Treasurer in trust until expended for the purposes for which they were assessed.

2. Lien and Foreclosure. The assessments referred to in the preceding paragraph 1 of this Article VIII and all interest thereon, shall constitute a lien upon each unit and shall be collected as provided in ORS 91.580. Upon foreclosure of any such lien, the unit owner shall be required to pay a reasonable rental for the unit from the date of filing of the suit until the date of sale of the unit in foreclosure. The plaintiff in such foreclosure shall be entitled to the appointment of a re­ceiver to collect said rent. A suit to recover a money judg­ment for unpaid assessments and interest shall be maintainable against any unit owner without either foreclosing or waiving the lien securing the same.

ARTICLE IX

MISCELLANEOUS

1. Execution of Instruments. All checks, drafts, notes, bonds, acceptances, deeds, leases, contracts and other instruments shall be signed by such person, or persons, as may be designated by general or special resolution of the Board of Directors and, in the absence of any such general or special resolution appli­cable to any such instrument, then such instrument shall be signed by the Chairman.

2. Definitions. A "unit owner" means the person owning a unit, or in the case of joint ownership it means all persons having a joint interest and acting unanimously. "Developer" shall mean Tanasbrook, a joint venture. "Majority" or "majority

of the unit owners" is defined in Article III 3. above. All other

terms used herein shall have the meanings defined herein, or in the

Unit Ownership Act of Oregon or in the recorded Declaration filed

by Tanasbrook.

3. Persons Affected. All unit owners, tenants of such owners, employees of owners and tenants, and any other persons who may in any manner use the property subject hereto shall be subject to these Bylaws and all rules and regulations promulgated pursuant thereto, as the same may from time to time be amended.

4. Use of Common Areas by Developer. The Developer shall have the right to make use of the common areas to facilitate further construction, including, but without being limited to, storing materials and for access ways.

5. Adoption of Initial Bylaws. Developer may adopt, on behalf of all unit owners, these Bylaws as the initial Bylaws of the Association.

ARTICLE X

AMENDMENT

These Bylaws may be amended at any annual or special meeting of the Association in the notice of which such amendment is announced; provided, however, that such amendment shall not be effective unless and until approved in writing by seventy-five percent (75%) of the unit owners and until a copy of the Bylaws as so amended, certified by the Chairman and Secretary of this Association, is recorded with the recording officer of Washington County, Oregon.

CERTIFICATION

We, _______Nathan Coulter_________, Chairman, and

________________Constance H. Koller , Secretary,

of the Tanasbrook Association of Unit Owners, do hereby certify that the above Bylaws were duly adopted by the Board of Directors of said Association at a meeting held on the ___ 3___ day of July, 1974.

IN TESTIMONY WHEREOF, we have hereunto set our hands this 4 day of July, 1974.

TANASBROOK ASSOCIATION OF UNIT OWNERS

Chairman

Secretary

APPROVED AHD ADOPTED BY:

TANASBROOK, A Joint Venture

BY: Tanasbourne Land Company

By: President

By: Vice President & Secretary