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2002 Version

ARTICLES OF INCORPORATION OF

SURFSIDE HOMEOWNERS ASSOCIATION

(Amended November 16, 2002)

KNOW ALL MEN BY THESE PRESENTS, that we, W. Boner Bailey, Barbara P. Bailey, Arthur E. Bailey, Jr., Walter Enqvist, Jack DelGuzzi and Gordon Bennett, each being over the age of twenty-one years, and being desirous of forming a corporation under Title 24, Revised Code of Washington, relating to non-profit corporations, do hereby associate ourselves together for the purpose of forming a non-profit corporation, and do make, subscribe, execute and adopt, in triplicate, the following Articles of Incorporation, and certify as follows:

ARTICLE I

The name of the corporation shall be:

Surfside Homeowners Association

ARTICLE II

The purposes for which this corporation is formed and the powers it shall exercise are:

1. To purchase or otherwise acquire, construct, improve, develop, repair, maintain, operate, care for and/or dispose of parkways, playgrounds, open spaces and recreational areas, tennis courts, beaches, boat landings, floats, piers, clubhouse, swimming pools, and/or swimming areas, bath-houses, places of amusement, golf courses, com-munity buildings, community clubhouses, and in general community facilities appropriate for the use and benefit of its members, and/or for the improvement and development of the property hereinafter referred to.

2. To build, improve and maintain roadways, culverts, bridges and drainage areas, canals and to provide for the improving, cleaning and sprinkling of streets, and for collection and disposal of the street sweepings, garbage, ashes, rubbish and the like; to prevent and suppress fires, to provide police protection, and to make and collect charges to cover the costs and expenses therefor.

3. To improve, light and/or maintain streets, roads, alleys, courts, walks, gateways, fences and ornamental features now existing or hereafter to be erected or created, and shelters, comfort stations, and/or buildings and improvements ordinarily appurtenant to any of the foregoing; to improve, plant and maintain grass plots and other areas, trees and plantings within the lines of the streets immediately adjoining or within the property hereinafter described or referred to.

4. To care for any lots and plots in said property, to kill, destroy, and/or remove from any of said lots and plots grass, weeds, rodents, predatory animals and any unsightly or obnoxious things: and to take any action with reference to such lots and plots as may be necessary or desirable in the opinion of the board of trustees of said corporation, to keep the property clean and in good order; to make and collect charges therefore.

5. So far as it can legally do so, grant franchises, rights of way and easements for public utilities or other purposes upon, over and/or under any of said property.

6. To acquire by gift, purchase, lease or otherwise, and to own, hold, enjoy, operate, maintain, and to convey, sell, lease, transfer, mortgage and otherwise encumber,

dedicate for public use and/or otherwise dispose of, real and/or personal property wherever situate.

7. To keep records of building permits and/or other approvals or disapprovals made or issued by said corporation; to keep books and records showing all charges, levies and assessments made; to furnish certified copies of any record which the board of trustees may authorize to be furnished; to issue certificates of completion and compliance covering respective parcels of property upon which buildings, structures and/or other improvements have been erected or made, all as provided in the restrictions, conditions and covenants affecting said property or portions thereof; and to make and collect charges covering the cost and expense of its acts and operations.

8. To enforce liens, charges, restrictions, conditions and covenants existing upon and/or created for the benefit of parcels of real property over which said corporation has jurisdiction and to which said parcels may be subject to the extent that said corporation has the legal right to enforce the same, and to pay all expenses incidental thereto.

9. To pay the taxes and assessments which may be levied by any public authority upon any of the said property now or hereafter used or set apart for golf courses, parks, parkways, playgrounds, open areas, tennis courts, beaches, boat landings, community clubhouses, community club buildings, places of amusement and/or recreation areas, or upon such other recreation spaces wherever situate, as may be maintained for the general benefit and use of the owners of lots in said property; to pay taxes and assessments levied by any public authority upon improvements upon any of said property or areas so used or set apart or maintained, and whether taxed or assessed as a part of said property or area or separately; and to pay taxes and assessments levied by any public authority upon any property which may be held in trust for said corporation.

10. To exercise such powers of control, interpretation, construction, consent, decision, determination, modification, amendment, cancellation, annulment and/or enforcement of covenants, reservations, restrictions, liens and charges imposed upon said property, and as may be vested in, delegated to, or assigned to said corporation, and such duties with respect thereto as may be assigned to and assumed by said corporation.

11. To approve and/or disapprove, as provided by restrictions, conditions and covenants affecting said property, plans and specifications for and/or location of fences, walls, poles, buildings and/or structures to be erected or maintained upon said property or any portion thereof; to approve or disapprove the kind, shape, height, and materials for same and/or the plan indicating the location thereof of their respective building sites and such grading plans as may be required, and to issue permits for the same; to pay any and all expenses and charges in connection with the performance of any said powers or the carrying out of any said purposes; to supervise construction of any buildings or structures to the extent deemed necessary by the board of trustees and to establish rules thereof.

12. To regulate and/or prohibit the erection, posting, pasting or displaying upon any of said property, billboards, and/or signs of all kinds and character, and to remove and/or destroy any such billboards or signs erected or maintained upon said property without the authority of said corporation as provided in such restrictions, conditions and covenants, as may affect said property or any portion thereof.

13. To appropriate, purchase, divert, acquire and store water from streams, water courses, wells or any other source, and to distribute the water so appropriated and acquired to its members for use upon lands of said members and for domestic purposes; to acquire, own, construct, hold, possess, use and maintain such pumping plants, tanks, pipe lines, reservoirs, ditches, buildings, roads, trails and appliances, and such other property,

including water rights and shares of stock in other corporations as said corporation from time to time may desire to acquire or purchase for furnishing and supplying water to its members; provided that this corporation shall not use or dispose of such water as a public utility, but solely for the use and benefit of its members and for the irrigation of lands and domestic and other useful and beneficial purposes.

14. To fix, establish, levy and collect annually or periodically such charges and/or assessments as may be necessary, in the judgment of the board of trustees to carry out any or all of the purposes for which this corporation is formed, but not in excess of the maximum which may from time to time be fixed by the By-Laws.

15. To expend the moneys collected by said corporation from assessments and charges and other sums received for the payment and discharge of costs, expenses and obligations incurred by said corporation in carrying out any or all the purposes for which said corporation is formed.

16. Generally, to do any and all lawful things which may be advisable, proper, authorized and/or permitted to be done by said corporation under or by virtue of any restrictions, conditions, and/or covenants or laws affecting said property or any portion thereof (including areas now or hereafter dedicated to public use); and to do and perform any and all acts which may be either necessary for, or incidental to, the exercise of any of the foregoing powers or for the peace, health, comfort, safety and/or general welfare of owners of said property, or portions thereof, or residents thereon.

17. To borrow money and mortgage, pledge or hypothecate any or all of the real or personal property of said corporation as security for money borrowed or debts incurred; and to do any and all things that a corporation organized under said laws of the State of Washington may lawfully do when operating for the benefit of its members or the property of its members, and without profit to said corporation.

18. Generally, to do and perform any and all acts which may be either necessary or proper for or incidental to the exercise of any of the foregoing powers and such powers granted by the provisions of Title 24, Revised Code of Washington and other laws of the State of Washington relating to non-profit corporations.

19. Nothing contained in these Articles of Incorporation shall be construed as authorizing or permitting said corporation to own, manage or operate any real or personal property for profit. It is the intention and purpose that the business of said corporation shall not be carried on for profit either to itself or for the benefit of its members, and wherever it is authorized to collect charges or assessments it shall have no power or authority to use said charges or assessments except as necessary to cover the actual cost or expense of the act, duty, power or transaction performed.

20. To have one or more offices at such place or places, either within or without the State of Washington as the board of trustees may from time to time determine or the business of the corporation require.

Any or all of the foregoing purposes and powers are to be exercised and carried into effect for the purpose of doing, serving and applying the things above set forth for the benefit of all property, including, but without in any way limiting the foregoing, any portion or portions of certain real property situate in Pacific County, Washington, described as follows:

Government Lots 1, 2 and 4, and the North one-fourth of Lot 3 (also described as Tax Lot 30), all in Section 8; and all of Section 5, except the North one-half of Government Lot 2, all in Township 12 North, Range 11 West of the Willamette Meridian, together with all abutting accreted lands; and

Fractional Section 17, Township 12 North, Range 11 West of the Willamette Meridian, consisting of Government Lots 1, 2, 3 and 4; and the Southwest Quarter of the Northwest Quarter of Section 16, Township 12 North, Range 11 West of the Willamette Meridian, together with all abutting accreted lands;

Subject to the right, title and interest of the State of Washington in and to any lands lying westerly of the line of ordinary high tide as the same existed at the time of the adoption of the Constitution of the State of Washington in 1889, and Subject to the timber rights of Surfside Properties, Inc., in the said Southwest Quarter of the Northwest Quarter of said Section 16.

Which is, or shall become, so subject to the jurisdiction of said corporation.

ARTICLE III

This corporation shall at all times hereafter be a joint and mutual association of the above named incorporators, and such other persons as may hereafter be admitted to membership in accordance with the By-Laws of the corporation. Membership and certificates evidencing the same shall be inseparably appurtenant to tracts in the real estate described in paragraph 20 of Article II hereof, owned by the members; and upon transfer of ownership or contract for sale of any such tract, membership and certificate of membership shall ipso facto be deemed to be transferred to the grantee or contract purchaser. No membership or certificate of membership may be transferred, assigned or conveyed in any manner other than in the manner herein set forth. In the event of the death of a member, the membership or certificate of membership of such deceased member shall be and become the property of the personal representative of such deceased member upon appointment and qualification as such in a judicial proceeding and such personal representatives shall have all of the rights, privileges and liabilities of such member until title shall be transferred or contracted to be transferred. The property in possession of this corporation shall be managed by the board of trustees hereinafter mentioned and only alienated and disposed of in accordance with the By-Laws of the corporation. The interest of each incorporator or member shall be equal to that of any other and no incorporator or member can acquire any interest which will entitle him to any greater voice, vote, authority or interest in the corporation than any other member.

ARTICLE IV

The number of trustees of this corporation shall not be less than three (3) nor more than nine (9). The names of the trustees who shall manage the affairs of the Corporation until their successors are elected by the members and duly qualified are:

Ernest Ostrom George Jack

Collin Brigham Hewitt Harrison

Fred Kinderman Clayton Balch

Walter Ludlow Clarence Vance

Kenneth Weaver

ARTICLE V

The time of existence of this corporation shall be perpetual.

ARTICLE VI

The registered office of this corporation is located at 31402 "H" Street, Ocean Park, Washington 98640.

ARTICLE VII

The qualification of the members of said corporation, the property, voting and other rights and privileges, and the liabilities to charges and assessments of the members, shall be as set forth in these Articles of Incorporation and in the By-Laws of the Corporation; PROVIDED HOWEVER, that in the event of any inconsistency between these Articles of Incorporation and the By-Laws of the corporation, these Articles of Incorporation shall govern.

ARTICLE VIII

The following rules and restrictions shall apply to any existing or future commercial properties and/or multiple dwelling units (residential or commercial) within Surfside Estates and other areas which are governed by the corporation:

1. A "commercial property" as used herein shall include all properties upon which a business is conducted and shall include but not be limited to condominiums and multiple dwellings which are rented or leased within Division V and VI of Surfside Estates.

2. "Platted parcel" means the unit of land (tract, lot or otherwise) designed in the original plat.

3. Commercial Properties:

a. Each platted parcel of land shall have one membership and one vote in the Homeowners Association.

b. Each platted parcel shall pay the same hook-up charge for the deliverance of water and the same dues and assessments as are assessed an owner of any other platted parcel that does not contain a business enterprise.

c. A written contract shall be negotiated and entered into between all business enterprises and Surfside Homeowners Association for community services and utilities prior to services being rendered. Pre-existing businesses shall negotiate and enter into such a contract a reasonable time after the effective date of this article.

d. All water furnished to business enterprises shall be metered and costs collected according to said contract as referred to in 3c above.

4. Multiple Dwelling/Condominiums (residential):

a. Each living unit shall be entitled to one membership and one vote in the Homeowners Association regardless of the number of owners or lessees of each specific unit.

b. Each living unit within a platted parcel shall pay the same developmental and hook-up charges for the deliverance of water and the same dues and assessments as are assessed a single owner of a platted parcel that does not contain a condominium or multiple dwelling.

ARTICLE IX

Notwithstanding any provision in the Bylaws of the corporation, the Bylaws of the corporation may be amended at any regular or special meeting of the corporation, after required notice has been given, by a majority vote of the members present at the meeting or represented at the meeting by proxy.

ARTICLE X

1. At each meeting of the corporation at which any matter will be put to the

members for a vote, the Secretary of the corporation shall include, with the meeting notice, a proxy form by which each member can direct how the member’s votes will be cast on matters that will come to the members for a vote at the meeting.

2. Each proxy must be signed by the member and received by the corporation before the vote at which the proxy is to be used.

3. A member who submits to the corporation a properly executed proxy for a meeting shall be deemed present at that meeting for all purposes.

4. The holder of a proxy which directs how the proxy is to be voted must cast the votes as specified in the proxy, and the corporation shall disregard any attempt to vote the proxy in any other matter.

ARTICLE XI

Notwithstanding any provision in the Bylaws of the corporation, at all annual and special meeting of the corporation, ten per cent (10%) of all of the members of the corporation present at the meeting or represented at the meeting by proxy shall constitute a quorum.

IN WITNESS WHEREOF, we, the undersigned, the incorporators of this corporation, have executed these articles of incorporation in triplicate originals this 28th day of October 1965.

Arthur E. Bailey, Jr.

William Boner Bailey

J. Del Guzzi

Walter Enqvist

Gordon Bennett

Barbara P. Bailey

STATE OF WASHINGTON }

COUNTY OF KING } ss:

THIS IS TO CERTIFY that on the 28th day of October, 1965, before me, undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared W. Boner Bailey, Barbara P. Bailey, Arthur E. Bailey, Jr., Walter Enqvist, Jack Del Guzzi and Gordon Bennett, to me known to be the individuals described in and who executed the within and foregoing instrument and acknowledged to me that they signed and sealed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned.

WITNESS my hand and official seal the day and year in this certificate first above written.

Edward Hilpert, Jr.

Notary Public in and for

the State of Washington, residing at Seattle.

BYLAWS

of

SURFSIDE HOMEOWNERS ASSOCIATION

(Amended 5/10/86)

ARTICLE I

Purposes

Section 1. This corporation shall be conducted as a non-profit maintenance corporation for the purposes set forth in the Articles of Incorporation for use and maintenance as a community facility, of the following described real property situate in Pacific County, Washington.

(As parcels are platted and dedicated as community facilities, their legal descriptions shall be appended hereto as additional appendices by the board of trustees, whose act in so

doing shall automatically incorporate such additional appendices herein.)

Section 2. The corporation shall have the power to levy and collect assessments against its members and against the tracts owned or purchased by them for the purposes in its Articles of Incorporation and Bylaws set forth, and to sell or forfeit their interest in the corporation for default with respect to any lawful provisions of said Articles of Incorporation and Bylaws and upon forfeiture of any such property as by law and in the Bylaws provided may transfer the membership of such defaulting member.

Section 3. The purposes for which this corporation was created may be altered, modified, enlarged, or diminished by the vote of two-thirds of the members at a meting duly called for such purpose, notice of which meeting shall be given in the manner provided by the Bylaws of giving of notice for the election of trustees.

ARTICLE II

Membership

Section 1. The membership of the corporation shall consist of the incorporators, owners or purchasers of one or more tracts at Surfside Estates and other persons, all as approved by the board of trustees or its membership committee. Ownership of a tract at Surfside Estates is not a condition precedent to membership; however, no tract may be purchased at Surfside Estates without becoming an approved member of this corporation. No person or purchaser of tracts shall have more than one membership regardless of the number of tracts so owned or purchased, and the interest of each member shall be equal to that of any other member, and no member can acquire any interest which shall entitle him to any greater voice, vote or authority in the corporation than any other member. If any tract or tracts are held by two or more persons, the several owners of such interest shall be entitled collectively to cast one vote.

Section 2. No membership shall be voted unless such member has paid the initiation fee as set by the board of trustees and unless all dues and assessments are currently paid.

Section 3. As to memberships of owners or purchasers of tracts at Surfside Estates, memberships and certificates of membership evidencing the same shall be inseparably appurtenant to tracts owned by the members, and upon transfer of ownership, or contract of sale, of any such tracts, membership or certificates of membership shall ipso facto be deemed to be transferred to the contract purchaser. No membership or certificates of membership may be transferred, assigned, or in any manner conveyed, other than in the manner hereinbefore set forth. In the event of the death of a member, the membership and certificates of membership of such member shall be and become the property of the personal representative of such deceased member upon the appointment and qualification as such in a judicial proceeding and such personal representative shall have all of the rights, privileges and liabilities of the deceased member until title shall be transferred or contracted to be transferred.

Section 4. No membership shall be forfeited nor any member expelled except upon foreclosure for non-payment of dues or assessments, and as to members owning tracts at Surfside Estates, no member may withdraw, except upon transfer of title to the real

property to which his membership is appurtenant, as elsewhere herein provided. No compensation shall be paid by the corporation upon any transfer of membership and no member whose membership is transferred shall be entitled to share or participate in any of the property or assets of the corporation.

ARTICLE III

Dissolution

In the event of the dissolution of the corporation each person who is then a member shall receive his pro rata proportion of the property and assets after all of its debts have been paid.

ARTICLE IV

Trustees and Officers

Section 1. Corporate powers of the corporation shall be vested in a board of trustees. The number of trustees who shall manage the affairs of the corporation shall be six. At any meeting or special meeting called therefor the members may increase or decrease the number of trustees to any number not more than nine or less than three.

Section 2. Trustees shall be elected to serve for a term of three (3) years; Three (3) Trustees shall be elected each year; and each shall hold office until a successor is elected: Staggered terms of office for Trustees shall be implemented beginning with the July 1986 Annual Meeting.

Section 3. Each trustee shall be an incorporator or a member who shall not have lost his right to vote by reason of having disposed of land to which his membership is appurtenant.

Section 4. In the event a trustee, other than an incorporator, ceases to be the owner of the land to which his membership is appurtenant, or of a contract for the purchase thereof, he shall thereby cease to be a trustee and his office shall become vacant upon written notification without action other than to spread such fact upon the minutes of the board of trustees.

Section 5. At the first meeting of the board of trustees after each annual meeting of the members, the board of trustees shall elect a president, vice-president, secretary and treasurer. The board may also at any time appoint an executive secretary and/or assistant secretary and/or assistant treasurer. Officers of the corporation so elected shall hold office for the term of one year and until their successors are elected and qualified. Any officer may be suspended or removed by a majority vote of all of the trustees.

Section 6. No trustee or officer, except the executive secretary and/or the assistant secretary and/or the assistant treasurer shall receive any salary or compensation from the corporation.

Section 7. Any vacancy occurring in the board of trustees shall be filled by appointment by a majority of the remaining trustees. The person so appointed shall hold office until the next annual meeting of the members of the corporation, at which annual or adjourned annual meeting, the vacancies for the remainder of the original terms, if any, shall be filled by election by the members in the regular manner.

ARTICLE V

Meetings

Section 1. Annual meetings of the members of the corporation shall be held at the principal place of business of the corporation or at such other place as the board of trustees may elect. The annual meetings shall be held on the second Saturday of July of each year at 10 o'clock A.M. Notice thereof shall be given by the secretary by mailing notice to each member not less than ten days prior to the date of the meeting.

Section 2. Special meetings of the members may be called at any time by the president or a majority of the board of trustees or by members representing twenty per cent of the tracts within the jurisdiction of the corporation. Notice of a special meeting, stating the object thereof, shall be given by the secretary by mailing such notice to each member not less than five days prior to the date on which such meeting is to be held.

Section 3. At all annual and special meetings of the members, ten per cent of all of the members of the corporation shall constitute a quorum for the transaction of business. Each member shall be entitled to one vote.

Section 4. Special meetings of the board of trustees shall be called at any time by the secretary on order of the president or of a majority of the board of trustees. The secretary shall give each trustee notice, personally, verbally, by mail or by telephone, of all regular and special meetings at least one day previous thereto.

Section 5. A member may exercise his right to vote by proxy. Trustees may not vote by proxy. Any member or trustee may waive notice of any meeting at any time.

ARTICLE VI

Powers and Duties of Trustees

Section 1. Subject to limitations in the Articles of Incorporation and the Bylaws and the laws of the State of Washington, all powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the board of trustees. Without prejudice to such general powers, and subject to the same limitations, it is hereby expressly declared that the trustees shall have the following powers;

Section 2. To select and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the Bylaws, fix their compensation and require from them security for faithful service.

Section 3. To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, with the Articles of Incorporation or the Bylaws, as they may deem best.

Section 4. To issue certificates of membership to approved members in good standing who have paid the initiation fe

such conditions or terms as provided in the Articles of Incorporation and the Bylaws.

Section 5. To charge and/or assess the several parcels of land and the owners thereof as hereinbefore more particularly set forth.

Section 6. To cause to be kept a complete record of all minutes and acts and to present a full statement to the regular annual meeting of members showing in detail the condition of the affairs of the corporation.

Section 7. It shall be the duty of the board of trustees to appoint an Architectural Committee as contemplated by the "Surfside Estates, Restrictive Covenants," to provide for the enforcement of said covenants, and to appoint replacement and additional members to said Architectural Committee as may be necessary from time to time. The board of trustees shall also have the power to adopt, amend and revise existing or additional restrictive covenants from time to time which shall be applicable to all club members and all property within Surfside Estates.

ARTICLE VII

Duties of Officers

Section 1. President. The President shall preside at all meetings of the trustees and members; he shall sign as President all certificates of membership and all contracts or other instruments in writing authorized by the board of trustees; he shall call special meetings of the trustees or of the members whenever he deems it necessary; he shall have and exercise under the direction of the board of trustees the general supervision of the affairs of the corporation.

Section 2. Vice-President. The Vice-President shall preside at all meetings in the absence of the President, and in case of the absence or disability of the President shall perform all other duties of the President which are incidental to his office.

Section 3. Secretary. The Secretary shall issue all notices and shall attend and keep the minutes of all meetings; he shall have charge of all corporate books, records and papers; he shall be custodian of the corporate seal, shall attest his signature and impress with the corporate seal all written contracts of the corporation, and shall perform all such other duties as are incidental to his office.

Section 4. Treasurer. The Treasurer shall keep safely all moneys and securities of the corporation and disburse the same under the direction of the board of trustees. He shall cause to be deposited all funds of the corporation in a bank selected by the trustees. At each annual meeting of the members, and at any time directed by the trustees, he shall issue and present a full statement showing in detail the condition of the affairs of the corporation.

Section 5. The executive secretary and/or assistant secretary and/or assistant treasurer, if appointed by the board of trustees, shall perform such duties as may be designated by it.

Section 6. Any officer, other than the President or Vice-President may occupy two offices

concurrently if the board of trustees so directs.

ARTICLE VIII

Certificates of Memberships and Transfers

Section 1. A certificate of membership in the corporation shall be issued to each member. All such certificates shall be signed by the President or Vice-President, and the Secretary.

Section 2. All memberships of owners of tracts at Surfside Estates, and all certificates of the same shall be inseparably appurtenant to the tracts, or fractional tracts owned by the holders thereof and upon sale or contract to sell the same, such memberships and such certificates shall become the property of the grantee or purchaser as hereinbefore provided. No transfer of membership shall entitle the transferee to vote the same until it has been established to the satisfaction of the board of trustees, that such transfer is bona fide and has been made in the manner provided.

Section 3. Unless specifically requested by the owner and holder thereof, it shall not be necessary that certificates of membership be actually issued but any owner or purchaser of a tract or tracts within the said district may exercise all of the rights and privileges and shall be subject to all of the liabilities of membership without the actual issuance and possession of such certificate of membership.

ARTICLE IX

Assessments

Section 1. The members of the corporation shall be liable for the payment of such charges or assessments as may from time to time be fixed and levied by the board of trustees pursuant to the Articles of Incorporation and these Bylaws and subject to the provisions of said Articles and Bylaws. Charges and assessments against all members shall be levied by the board of trustees at a uniform rate per member or lot without distinction or preference of any kind. All charges or assessments, when collected by the corporation, shall remain the property of the members until such time as such charges or assessments are expended pursuant to the Articles of Incorporation and Bylaws of the Corporation.

Section 2. From time to time as and when any such assessment in this Article IX are levied, each member with respect to the land or interests therein to which his membership is appurtenant, shall pay the amount of such assessment against the same to the corporation, at its office, within thirty days after the mailing of the notice of such assessment to the members; and the amount of such assessment, together with all expenses, attorneys' fees and costs reasonably incurred in enforcing the same, shall be paid by the members and shall be a lien upon said land and the membership appurtenant thereto, superior to any and all other liens (except as in Section 3 of this Article otherwise provided) created or permitted by the owner of such land and enforceable by foreclosure proceedings in the manner provided by law for foreclosure of mortgages upon land; provided, that no proceedings for the foreclosure of any said liens in this Article IX provided shall be commenced except upon the expiration of four months from and after the date of mailing said notice of assessment in this section described.

Section 3. First mortgage liens placed upon any of said tracts which are recorded in accordance with the laws of the State of Washington shall be, from the date of the recordation of such, superior to such assessments and the liens resulting therefrom as are levied by the corporation subsequent to the date of the recordation of the first mortgage; provided, however, that the corporation is notified in writing of such first mortgage within thirty days after recordation of such.

ARTICLE X

Amendments

These Bylaws may be amended at any time by a vote of a majority of the members of the corporation.

ARTICLE XI

Corporate Seal

The seal of the corporation shall be in circular form and shall contain the words "Surfside Homeowners Association" and the words "Corporate Seal Washington 1965" in the form and style as affixed in these Bylaws by the impression of said corporate seal.

ARTICLE XII

Date of Adoption

These Bylaws are duly adopted by the corporation and the corporate seal thereof affixed on the 28th day of October, 1965.

William Boner Bailey, President

ATTEST:

Walter Enqvist, Secretary