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BYLAWS OF ROCK CREEK COMMUNITY ASSOCIATION, INC.

ARTICLE I
Purpose

Section 1. Purposes. This Corporation is organized for the purposes of restoring and maintaining on a permanent basis the appearances of the entrances and entry areas to the Rock Creek community; identifying other common areas not under the jurisdiction or ownership of any homeowner, other landowner, park district, or other governmental unit which should be improved and/or maintained by the Corporation; and acting on behalf of the Members of the Corporation with appropriate governmental units relative to enforcement of laws, ordinances, regulations, and rules which affect the appearance, safety, and livability of the Rock Creek community. The Corporation shall not engage in political advocacy, the enforcement of restrictive covenants, or function in any manner outside of the foregoing enumerated purposes.

Section 2. Change in Purposes. No change may be made to the purposes of the Corporation enumerated above except upon the affirmative vote of seventy-five percent (75%) of the Members of the Corporation, at a Meeting of the Members especially called for that purpose. The Corporation shall mail a written notice of any Meeting of the Members to consider changes in the purposes of the Corporation to all Members of the Corporation, specifying the proposed change in the purposes of the Corporation and the time and place of the Meeting of the Members to consider the change, not less than ten (10) days prior to the Meeting of the Members.

Section 3. Not for Profit. This Corporation shall conduct its business without profit to itself or Members of its Board of Directors. No Members of the Board of Directors shall be or become entitled to receive any assets; property, income, or earnings from the Corporation or to profit therefrom in any manner, except as expressly provided in these Bylaws.

ARTICLE II
Membership

Section 1. Eligibility for Membership. All persons (other than governmental agencies) owning or leasing real property located in the following described area shall be e 1igible for membership in the Corporation:
West of N.W. 185th Avenue; North of Highway 26 (Sunset Highway); East of N.W. Cornelius Pass Road; and South of N.W. West Union Road; or within the Rock Creek 8 or Rock Creek 10 Subdivisions (the "Rock Creek Community").

Such eligibility for membership shall begin at the time of recordation of a conveyance or a contract to convey a lot, parcel, or condominium located within the above-de­scribed area, or the execution of a lease relating to real property within the Rock Creek Community.

Section 2. Termination of Eligibility. Eligibility for membership, in the Corporation shall be terminated upon termination of ownership or leasehold, whether by convey­ance, foreclosure, or otherwise, within the Rock Creek Community.

Section 3. Membership Requirements. Membership in the corporation shall be open to all persons meeting the eligibility requirement described above. Membership is obtained by paying the Membership Fee described below. Payment of the Membership Fee qualifies the member until ninety (90) days following the Fiscal Year of the Corpor­ation in or for winch the payment is made. Membership shall terminate ninety (90) days after the end of such Fiscal Year unless payment for the Subsequent Fiscal Year is made.

Section 4. Membership Fees. All Members of the Corp­oration shall pay an annual Membership Fee of $20.00. The Board of Directors shall be entitled to decrease the annual Membership Fee to less than $20.00 for any Fiscal Year, but the annual Membership Fee may not be increased by annual increments of more than 10 percent over the $20.00 Membership Fee unless approved by a majority of Members present and entitled to vote at a Meeting of the Members at which a Membership Fee increase is specified as an agenda item.

ARTICLE III
Meetings of the Members

Section 1. Place. Meetings of the Members ("Meetings", or individually a "Meeting") shall be held at such place as shall be designated by the Board.

Section 2. Annual Meeting. The Annual Meeting shall be held on the third Monday in January of each year or within 60 days thereafter, as designated by. the Board of Directors. The Meeting shall be held for the purpose of electing Di­rectors and Officers and for the transaction of such other business as may come before the Meeting. If the day fixed for the Annual Meeting shall be a legal holiday, such Meet­ing shall be held on the next succeeding business day. If the Annual Meeting is not held; at the designated time or within 60 days thereafter, the Annual Meeting may be called by members having one-twentieth of the votes entitled to be cast. In such event, notice shall be given as required by Section 4. Such notice shall fix the time of the Meet­ing at the earliest date permissible under the applicable notice requirements.

Section 3. Membership Meetings. Other Meetings may be called by the President, the Board of Directors, or Members having thirty percent (30%) of the votes entitled to be cast.

Section 4. Notice. Written or printed notice stating the place, day and hour of the Meeting and, in case of' a special Meeting, the purpose or purposes for which the Meeting is called, shall be delivered not less than seven nor more than fifty days before the date of the Meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the Members calling the Meeting, to each Member entitled to vote at such Meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage fully prepaid thereon, addressed to the Member at the Member's most recent address as it appears on the records of the Corporation.

Section 5. Quorum. The number of Members present at the Meeting shall constitute a Quorum for the transaction of business at any Meeting.

Section 6. Voting. Each Membership is entitled to one vote. One member of a Membership present at a Meeting shall be entitled to one vote on any matter properly brought before the Meeting. The vote of a majority of the Members present and entitled to vote shall be the act of the Members. The Members present at a duly organized Meeting may con­tinue to transact business until adjournment, notwithstand­ing the withdrawal of enough Members to leave less than a Quorum.

Section 7. No Proxies. At all Meetings, a Member may vote in person only. No proxy shall be valid.

ARTICLE IV
Directors

Section 1. Number and Qualifications. The affairs of the Corporation shall be managed by a Board of seven (7) Directors. All Members of the Board of Directors shall be elected by .the Members of the Corporation at large. The Directors shall elect one of the Directors as Chair­man or Chairwoman of the Board of Directors for a one-year term and such Chairperson shall preside at all Directors' Meetings.' I f the Chairperson is not present the Directors shall appoint a temporary Chairperson to preside at that Meeting.

Section 2. Election and Term. The terms of three of the Directors on the initial Board of Directors shall be for one year. The remaining four Members of the original Board of Directors, and all Members elected to the Board of Directors after the initial election, shall be elected for two year terms. The Term of each Director on the init­ial Board of Directors shall begin upon election by the Members. Thereafter, the Term of each Director shall commence upon the expiration of the previous Director's Term. A Director's Term may be reduced by resignation or removal of the Director as provided by these Bylaws. All Direct­ors shall be elected at the initial Meeting (and thereafter at the Annual Meeting) by a majority of the Members repre­sented in person and entitled to vote at such Meeting.

Section 3. Powers. The Corporation's powers, busi­ness, property, and interests shall be exercised, conducted, and controlled by the Board of Directors, which shall have all power necessary to conduct, manage/ and control its affairs, and to make such rules and regulations as it may deem necessary. It shall be the duty of the Board of Direct­ors to cause a complete record to be kept of all the min­utes, acts / and proceedings of its Board Meetings.

Section 4. Vacancies. Vacancies in the Board of Directors by reason of death, resignation, or other cause, shall be temporarily filled by the affirmative vote of a majority of the remaining Directors even though less than a Quorum of the Board of Directors. Such temporary Direct­or or Directors shall hold office until the next fallowing Meeting of the Members. During the existence of any vacancy or vacancies, any surviving or remaining Directors, though less than a Quorum, shall possess and may exercise all of the powers vested in the Board of Directors.

Section 5. Annual Meeting. There shall be an annual meeting of the Board of Directors (a Board Meeting") which shall be held immediately after the annual Meeting of the Members and at the same place.

Section 6. Special Meeting. Special meetings of the Board of Directors (also a "Board Meeting") may be called from time to time by the President, the Vice President in the absence of the President, or any four Directors. Any business may be transacted at any special Board Meeting.

Section 7. Quorum. A majority of the Directors shall constitute a Quorum. 'The act of a majority of the Direct­ors present at. a Board Meeting at which a Quorum is present shall be the act of the Board of Directors. If less than a Quorum is present at a Board Meeting, a majority of the Directors present may adjourn the Board Meeting from time to time without further notice, other than the announcement at the Board Meeting until a Quorum shall be present.

Section 8. Notice. Directors shall be given notice of all Board Meetings not less than three (3) days prior to the Board Meeting. No notice need be given of any annual Board Meeting. The Directors may adjourn from any Board Meeting from day to day. The Directors may waive the three (3) day notification requirement by mutual consent.

Section 9. Compensation. No Director may be reim­bursed for any Director's expenses for attending Board Meetings or receive compensation for service as a Director.

Section 10. Removal or Resignation of Directors. Any Director may resign by delivering written notice of the resignation to the Board of Directors or an officer of the Corporation. All or any number of the Directors may be removed, with or without cause, at a Meeting expressly called for that purpose, by a vote for removal approved by a majority of the Members then entitled to vote at an election of Directors.

Section 11. Presumption of Assent. A Director of the Corporation who is present at a Board Meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless a dissent shall be entered in the minutes of the Board Meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 12. Ex-Officio Directors. The Board of Direct­ors may select such EX-Officio Directors as may be deemed appropriate, who shall serve in an advisory capacity and shall not have the right to vote. Such Ex-Officio Directors may be removed at any time, with or without cause, by the Board of Directors.

Section 13. Right of Attendance. Any Member of the Corporation may attend any Board Meeting but shall not have the right to participate in any discussion or attempt to influence any action unless so permitted by the Board of Directors.

Section 14. Minutes. Copies of all minutes of all Board Meetings shall be available to any Member upon the Member's request.

Section 15. Annual Reports. A regular annual report of the Corporation's activities shall be prepared and sent under direction of the Board of Directors to all Members. Such report shall include relevant financial information and a summary of actions by the Board of Directors taken during the previous year. Such reports shall be provided not later than sixty (60) days after the conclusion of the previous year.

ARTICLE V
Officers and Agents - General Provisions

Section 1. Number, Election, and Term. The Officers of the Corporation shall be II President, Vice President, Secretary, and Treasurer. Officers shall be elected by the Members in conjunction with the election of the Board of Directors at each annual Meeting, at which time a vote (or Officers shall be held. Any Member ·of the Corporation may nominate any other Member of the Corporation to serve as an Officer for any of the Offices enumerated above. The person receiving the most votes for each specified Office shall be elected to that Office. All Officers shall be elected for one-year· terms unless an Officer is removed or resigns from Office prior to the expiration of the term of Office. No person shall be disqualified from serving as an Officer of the Corporation by reason of the fact that person is serving or becomes a Member of the Board of Directors of the Corporation.

Section 2. Additional Officers and Agents. The Board of Directors may appoint and create such other Officers and agents as may be deemed advisable and prescribe their duties. The Officers may delegate with the Board of Directors' consent such duties and Responsibilities necessary or appropriate; provided such delegation shall not relieve the Officer from the responsibility for the proper discharge of the Officer’s responsibilities.

Section 3. Compensation. The Officers of the Corporation shall serve without compensation. By resolution of the Board of Directors, duly approved, the Officers may be reimbursed for expenses incurred in discharging their duties as Officers or otherwise in the service of the corporation.

Section 4. Resignation or Removal. Any Officer or agent of the Corporation may resign from such position by delivering written notice of the resignation to the Board of Directors, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. Any Officer elected by the Members may be removed by the Members at any time, with or without cause, at an annual Meeting or a Meeting expressly called for that purpose, by a vote for removal approved by a majority of the Members then entitled to vote at n election of Officers; but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer or agent shall not of itself create contract rights.

Section 5. Vacancies. Vacancies in any Office caused by any reason shall be filled by the Board of Directors by electing a suitable and qualified person to act in such Office during the unexpired term.

ARTICLE VI
Duties of the Officers

Section 1. President. The President shall have general charge and control of the affairs of the Corporation subject to the direction of the Board of Directors; perform all duties required to be performed by the President by the Bylaws of this Corporation, and as may be assigned from time to time by the Board of Directors; and shall make such reports to the Board of Directors and Members as may be required. In addition, the President shall preside at all Meetings of the Members.

Section 2. Vice President. The Vice President shall perform such duties s shall be assigned by the Board of Directors, and in the case of absence, disability, or death of the President, the Vice President shall perform and be vested with all the duties and powers of the President, until the President shall have resumed such duties or the President's successor is elected.

Section 3. Secretary. The Secretary shall keep a record of the proceedings at the meetings and the Board Meetings and shall give notice as required in these Bylaws of all such Meetings and Board Meetings; have custody of all the books, records, and papers of the Corporation, except such as shall be in charge of some other person authorized to have custody or possession thereof by these Bylaws or the Board of Directors; from time to time make such reports to the Board of Directors and Members as may be required and shall perform such other duties as the Board of Directors may from time to time delegate.

Section 4. Treasurer. The Treasurer shall control and shall keep accounts of all monies of the Corporation received or disbursed and shall arrange for all necessary audits as directed by the Board. The Treasurer shall also have custody of all the financial books, records, and papers of the Corporation. In addition, the Treasurer shall make regular financial reports to the Board of Directors. The Treasurer shall be bonded at the Corporation's expense if the Board so determines such bonding is prudent. The Treasurer shall not make any expenditure in excess of $1000 without prior approval by the Board of Directors. Except for the general checking account, all funds under the Treasurer's control shall be deposited in an insured, interest-bearing account. All transfers of funds from an interest-bearing account to the checking account shall be approved by either the President or Vice President, as well as the Treasurer.

ARTICLE VII
Indemnification and Insurance

Section 1. Third Party Actions. Subject to the provisions of Sections 3, 5, and 6 of this Article VII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administra­tive, or investigative (other than an action by or in the right of the Corporation), by reason of or arising from the fact that such person is or was a Director or Officer of the corporation against expenses (including attorney fees}, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding if such person in good faith and reasonably believed such action to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, did not know such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or did not reasonably believe such action to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, did not know such conduct was unlawful, and settlement shall not constitute any evidence of any of the foregoing.

Section 2. Actions By or On Behalf of the Corporation. Subject to the provisions of Sections 3, 5, and 6 of this Article VII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of or arising from the fact that such person is or was, a Director or Officer of the Corporation against expenses (including attorney fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and reasonably believed such action to be in or not opposed to the best interests of the Corporation: provided, however, that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for· gross negligence or deliberate misconduct in the performance of such person's duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3. Determination of Right to Indemnification in Certain Cases. Subject to the provisions of Sections 5 and 6 of this Article VII, indemnification under Sections 1 and 2 of this Article VII shall be made automatically by the Corporation unless both the Members of the Corporation and a Quorum of the Board of Directors consisting of Directors who were not parties to such action, suit, or proceeding (if any) expressly determine by majority vote that such indemnification is not proper under the circumstances because the person to be indemnified has not met the applicable standard of conduct set forth in Section 1 or 2 of this Article VII.

Section 4. Indemnification of Person Other than Officers or Directors. Subject to the provisions of Sections 5 and 6 of this Article VII, in the event any person not included in those referred to in Section 1 or 2 of this Article VII was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding of a type referred to in Section 1 or 2 of this Article VII by reason of or arising from the fact that such person is or was an employee or agent of the Corporation, the Board of Directors by a majority vote of a Quorum (whether or not such Quorum consists in whole or in part of Directors who were parties to such action, suit, or proceeding) or the Members of the Corporation by a majority vote of the outstanding shares may, but shall not be required to, grant such person a right of indemnification to the extent described in Section 1 or 2 of this Article VII as if such person were an Officer or Director referred to therein, provided that such person meets the applicable standard of conduct set forth in such Sections. Furthermore, the Board of Directors may designate by resolution in advance of any action, suit, or proceeding, those employees or agents who shall have all rights of indemnification granted to Officers and Directors under this Article VII.

Section 5. Successful Defense. Notwithstanding any other provision of Section 1, 2, 3, or of this Article VII, to the extent a Director, Officer, employee, or agent is successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 1, 2, or 4 of this Article VII, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

Section 6. Condition Precedent to Indemnification Under Section 1, 2, or 4. Any person who desires to ;receive the benefits otherwise conferred by Section 1, 2, or 4 of this Article VII shall promptly notify the Corporation that such person has been named a defendant to an action, suit, or proceeding referred to in Section 1 or 2 of this Article VII and that such person intends to rely upon the right of indemnification described in Section 1, 2, or 4 of this Article VII. The notice shall be in writing and mailed, via registered or certified mail, return receipt requested, to the President of the Corporation or, in the event the notice is from the President, to the registered agent of the Corporation. If the Board of Directors of the Corporation by a majority vote of a Quorum (consisting of Directors who, insofar as. indemnity of Officers or Directors is concerned, were not parties to such action, suit, or proceeding, but who, insofar indemnity of employees or agents is concerned, mayor may not have been parties) and the Members of the Corporation by a majority vote shall determine, in their sole discretion, that failure to give the notice required hereby was prejudicial to the Corporation in the circumstances, the right to indemnification referred to in Section 1, 2 or 4 of this Article VII shall be denied in its entirety or reduced in amount.

Section 7. Undertaking. Expenses incurred by a person to be indemnified under this Article VII in defending a civil, criminal, administrative, or investigative action, suit or proceeding (including all appeals) or threat thereof, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer or Member of a duly constituted corporate committee of the Corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VII or under the Oregon Nonprofit Corporation Law.

Section 9. Purpose and Exclusivity. The indemnification referred to in this Article VII shall be deemed to be in addition to and not in lieu of any other rights under any statute, rule of law or equity, agreement, vote of the Members or Board of Directors or otherwise. The purpose of this Article VII is to augment, pursuant to ORS 61.215(3), the other provisions of ORS 61.205.

Section 10. Severability. If any part of this Article VII shall be found to be invalid or ineffective, in any action, suit, or proceeding, the validity and the effect of the remaining provisions of this Article VII shall not be' affected.

ARTICLE VIII
Standing Committees

Section 1. In General. Standing Committees may be formed as duly constituted Corporate Committees when deemed appropriate by the 'Board of Directors. Other Committees may be established from time to time as duly constituted Corporate Committees by action of either the Board of Directors or the Members at regularly called Meetings or Board Meetings. Each Committee shall develop and implement its functions and operations in accordance with policies approved by both the Members and Board of Directors.

Section 2. Committee Membership and Participation. All Committee members shall be members of the Corporation. All Committee Meetings shall be generally open to all Members as observers, except where the committee votes to proceed in executive, closed session for the consideration of sensitive or confidential information or membership matters or information relating to quality assurance or utilization review of a Member.

ARTICLE IX
Fiscal Year

The Fiscal Year of the Corporation shall begin on January 1 of each year and end on December 31 of the same year.

ARTICLE X
Waiver of Notice

Whenever any notice is required to be given to any Member or Director of this Corporation, a waiver signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE XI
Action by Shareholders or Directors Without a Meeting

Any action required to be taken at a Meeting or Board Meeting of this Corporation, or any other action which may be taken at a Meeting or a Board Meeting, may be taken without a Meeting or a Board Meeting if a consent in writing setting forth the actions so taken shall be signed by all the Members or Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect and force as a unanimous vote of said Members or Directors.

ARTICLE XII
Amendments

Any or all of these Bylaws may altered, amended, repealed, or suspended by the affirmative vote of a majority of the Members represented and entitled to vote at a Meeting called for that purpose. New Bylaws may be adopted in like manner. A copy of any such proposed amendment shall be mailed to each Member at least five days prior to such Meeting. Action of the Board of Directors shall not be sufficient to modify these Bylaws, but such action shall also be approved by the Members, as described in this Article XII. Notwithstanding any of the foregoing, the Purpose article of these Bylaws (presently Article I) may be amended only upon the affirmative vote of 75 percent of the Members of the Corporation.

ARTICLE XI II
Asset Distribution on Dissolution

In the event of the dissolution of this Corporation its assets will be distributed as required by Oregon Revised Statute 61.530 with any remaining assets distributed to such non-profit corporation or organization as may assume the responsibilities for the maintenance or improvement of common areas within the boundaries of the "Rock Creek Community" as defined in Article II, Section 1. If at the time of any such dissolution the Directors cannot identify such a corporation or organization, the assets will be distributed to one or more charitable organizations (within the meaning of Internal Revenue Code section 501 (c) (3)) as the Members may direct by their vote at a Membership Meeting.

IDENTIFICATION

I hereby certify that the foregoing Bylaws were adopted as the Bylaws of Rock Creek Community Association, Inc. by the Directors of the Corporation on August 2, 1987.
[See original document for signature], Secretary