Sunterra's Bylaws

BYLAWS OF SUNTERRA ROAD AND UTILITY MAINTENANCE ASSOCIATION

ARTICLE I. DEFINITIONS AND EXPLANATIONS

“Sunterra Subdivision” is the tract of real property on Orcas Island, San Juan County, Washington, described in Exhibit A” attached hereto and by reference incorporated herein. “Sunterra Road and Utility Maintenance Association” is the name both of the organization created by the Declaration of Covenants and Conditions that was created by the developers of this subdivision and of the nonprofit corporation created under the laws of the State of Washington in 2007 for exercising the powers that the Declaration gave to the organization it created. Both organizations authorize a Board of Directors to govern them, and one of the governing powers the Board is given is to make bylaws and to amend them from time to time as it deems advisable. Therefore, these bylaws are the bylaws of both these organizations, and the word, “Association,” as used herein, should be understood as referring to both of them.

ARTICLE II. MEMBERS

Section 1. Membership.

The Association shall have one class of members. Every person or entity who is an owner of record of a lot within Sunterra shall be a member. There shall be one membership for each such lot, and each membership shall have one vote in all Sunterra’s affairs. Membership shall be appurtenant to and may not be separated from the ownership of any such lot.

Section 2. Annual and Special Members’ Meetings.

The annual meeting of the
membership of the Association shall be held on the first Saturday in August at
such hour and place on Orcas Island as the Board of Directors decides, or if this
date or time proves to be inconvenient for a large number of members, at some
other time or date as close to this one as will be convenient. Special meetings
may be called by the President, by the Board or by fifty percent of the members
at any time.
Section 3. Notice of Members’ Meeting. Written notice stating the place, day and
hour of a members’ meeting shall be delivered to every member not less than ten
days nor more than fifty days before the date of the meeting, either personally or
by mail or if the member consents, by email, by or at the direction of the person
or persons calling the meeting. The notice shall also state the purpose or
purposes for which the meeting is called if the meeting is a special meeting, and
if the purpose is to change the annual assessment, the notice shall state this in
any case.
Section 4. Delivery of Notice. A mailed notice shall be deemed delivered when
it is deposited in the mail, addressed to the member at his or her address as the
address appears on the records of the Secretary of the Association, with the
necessary amount of first class postage thereon. An emailed notice shall be
deemed delivered when it is emailed to the member’s email address as it
appears on the Secretary’s records.
Section 5. Quorum. Fifty percent of the memberships present in person or by
proxy shall be a quorum.
Section 6. Votes Required for Actions to be Taken. A majority vote of those
present at a meeting by person or proxy shall be enough for any action taken
except for amendments of the Declaration of Covenants and Conditions or of the
Articles of Incorporation. These can only be amended as the laws of Washington
State provide.

ARTICLE III. DIRECTORS
Section 1. Management. The business and property of the Association shall be
managed by a Board of from three to five directors.
Section 2. Election. The directors of the Association shall be elected by a
majority vote of the membership at its annual meeting.
Section 3. Term of Office. The term of office of the directors is one year from
their election until the end of the next annual meeting.
Section 4. Meetings. The newly elected Board shall hold a meeting as soon as is
convenient after the annual meeting. Special meetings may be called by the
President or by a majority of the Board. Notice of any special meeting shall be
given to each director at least 48 hours prior to when it is to be held. However, a
director may waive notice if he or she does so in writing. Attendance at a
meeting shall constitute a waiver of notice except if the director attends the
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
need be specified in the notice or waiver of notice of the meeting.
Section 5. Action by Unanimous Consent. Any action that the Board can take at
a meeting it can also take without a meeting, if every director gives it his or her
written consent.
Section 6. Voting Power. Directors can only vote in person. Voting by proxy is
not allowed.
Section 7. Quorums. The number of directors required for a quorum is:
Number of Directors Number Required for Quorum
3 2
4 3
5 3
Section 8. Removal from Office. A director may be removed from office by a
majority vote of the membership, if notice of the proposed removal was given to
all members within the time frame stated in Section 4.
Section 9. Vacancies. The remaining directors may fill a vacancy occurring by
reason of the death, incapacity or resignation of a director unless the vacancy
was created by the removal of a director, in which case only the membership can
fill it. The membership can choose to fill a vacancy occurring for any reason, if it
so chooses. The new director will serve for the unexpired term of the director
whose position became vacant in any case.

ARTICLE IV. OFFICERS
Section 1. Officers. As soon as convenient after their election, the directors
shall elect from their number the President, the Vice President and the Secretary.
They shall also elect the Treasurer, who need not be a member of the Board. If
the Treasurer is a member of the Board, one person can be both Secretary and
Treasurer.
Section 2. President. The President shall supervise all activities of the
Association; execute all instruments in its behalf; preside at all meetings of the
Board and of the membership of the Association; call such meetings of the
membership as shall be deemed necessary, other than the annual meeting of the
membership; and perform such other duties usually inherent in such office.
Section 3. Vice President. The Vice President of the Board shall act for the
President in his absence or incapacity.
Section 4. Secretary. The Secretary shall keep all records of the Board and of
the Association.
Section 5. Treasurer. The Treasurer shall receive and be accountable for all
funds belonging to the Association; pay all obligations incurred by the Association
when payment is authorized by the Board; maintain bank accounts in
depositories designated by the Board; and make periodic financial reports.

ARTICLE V. MEMBERS’ RESPONSIBILITIES
Section 1. Annual Assessments. The amount of the annual assessments and
their due date shall be set by the majority vote of the membership. It is currently
$200, due on or before the annual membership meeting. A $50 late fee is
charged if it is overdue. A late fee is not exclusive of any other remedy the Board
may choose to take to collect an annual assessment.
Section 2. Abnormal Road Damage. Each member is liable for any abnormal
damage that he or she, a family member or guest or someone authorized by the
member to do work on his or her lot does to the roads for which the Association
is responsible, whether or not the law also makes the other person liable, and for
any such abnormal damage that results from the condition of the member’s lot or
the property on it.
Section 3. Special Fee for Work for which a Building Permit Is Required. A
special fee is assessed for work requiring a building permit from San Juan
County because experience has shown that the construction traffic usually
associated with such work is by far the biggest cause of abnormal road damage.
The fee is fifty (50) percent of the cost of the building permit, and it is due at the
same time as the building permit fee must be paid to the county. It is the
responsibility of each member to make this payment when due, without a
reminder from the Association. If failure to pay it on time requires the Association
to contact the county and ascertain how much it was, the member shall have to
pay an additional fee of $100 to compensate the Association for its administrative
costs. Interest on unpaid fees is 12% a year, beginning on the day after the fee
was due. Payment of this fee does not absolve the member of any liability
arising under Section 2 that exceeds the fee. Members are urged to caution their
contractors to try to avoid excessively damaging the road by running heavy
trucks or construction equipment over it when it is very wet.
Section 4. Legal Actions to Recover Monies Not Paid when Due. The Board
may take any legal action it chooses to recover money a member owes to the
Association but has not paid, and the member shall be liable for all the expenses
of such an action, in addition to the money owed, plus any applicable interest.
Hiring a collection agency is one of the legal actions the Board may choose to
take, and if it does, the agency’s fee shall be included in the expenses the
member is required to pay. The Board may also choose to file a claim of lien on
the member’s property. The Board’s taking any legal action will not preclude its
also taking others.

The Board of Directors approved these Bylaws this 28th day of January,
2010.
/s/ David Slawson, Secretary