That Govern Sea Crest

Bylaws of
Sea Crest Homeowners Association -
an Oregon Nonprofit Corporation
as Adopted January 4, 1989
and Amended August 5, 2000, September 16, 2001, August 14, 2004 and November 14, 2005.

Bylaws as compiled to reflect all amendments through November 2005.

R E C I T A L S :

A. Sea Crest is a planned community created by the following documents recorded in the Records of Lincoln County, Oregon:
Declaration of Convenants. Conditions and Restrictions recorded November 23, 1988 in Book 199, Page 323 (the "Declaration").

Bylaws of the Sea Crest Homeowners Association recorded January 6, 1989 in Book 200, Page 1078 (the "Bylaws").

Plat of Sea Crest at Otter Rock. A Replat of Otter Village recorded in Book 14, Page 49, Plat Records.
B. The Bylaws have been amended by the instruments set forth in Exhibit A attached hereto.

C. As of January 1, 2002, Sea Crest is a Class II Planned Community and subject to the provisions of the Oregon Planned Community Act (ORS 94.550 to 94.783) as provided in ORS 94.572.

D. Sea Crest Homeowners Association is the association of owners formed pursuant to the Declaration and Bylaws and incorporated under the Oregon Nonprofit Corporation Act by Articles of Incorporation filed November 21, 1988 in the office of the Oregon Secretary of State, Corporation Division.

E. The Board of Directors deems it to be in the best interest of the Association to amend the Bylaws to require that all members of the Architectural Committee be owners. [Recitals amended June 21, 2005]

Article I.

1.0 Definitions.
As used herein the following terms have the following meanings:
1.1 "Association" shall mean the Otter Crest Sea Crest Homeowners Association, an Oregon non profit corporation.
1.2 "Board" shall mean the Board of Directors of the Association
1.3 "Declarant" shall mean First August Financial Co., a Nevada corporation, and its successors in interest as developer of the Properties.
1.4 "Declaration" shall mean the Declaration of the Covenants, Conditions and Restrictions of First August Financial Co., as Declarant and of all Property Owners of Otter Village, now known as Sea Crest, as the same may be amended from time to time.
1.5 "Properties" shall mean the real property in Sea Crest, a subdivision, the plat of which is recorded in Lincoln County, Oregon, and all plats contiguous thereto or joined thereto by successive contiguous plats which in the future shall be recorded by the Declarant, and all other lots or parcels of real property whether or not platted, contiguous to the heretofore recorded plats, and to which the Declaration of Covenants, Conditions and Restrictions of First August Financial Co. are made applicable by declaration or deed reference of Declarant.
1.6 "Residential Unit" shall mean and refer to any residential lot in the Properties, whether or not the lot is improved.
1.7 "Quorum" shall mean the minimum number of members required to be present at a meeting before business can validly be transacted.
1.8 "Proxy" shall mean a written, signed, dated document entitling a named Proprietary Member otherwise entitled to vote in their own right to vote in the place of an absent Proprietary Member who is otherwise eligible to vote. The proxy must show the name and lots(s) of the Proprietary Member granting the proxy, the Proprietary Member to whom the proxy is being granted, the date the proxy is granted, the handwritten signature of the Proprietary Member granting the proxy, the specific issue being voted upon, and how to vote on the specific issue. Such proxies shall automatically revoke all previous proxies given by that Proprietary Member as to the same specific issue(s) and shall be filed with the Board Secretary at or before the commencement of any meeting during which they may be used. A proxy shall automatically terminate upon the vote being taken for the specific issue for which the proxy was given, within one year after being granted if the specific issue does not come up for a vote, or a specified date within the one year period, whichever first occurs. A proxy may specify how to vote on more than one specific issue but must be specific as to each issue. No general proxies will be permitted. A member may revoke a properly drawn proxy by actual written notice of revocation to the Board Secretary. [Revised March 7, 2005].
1.9 "Executive Session" shall mean any meeting or part of a meeting where the proceedings are to be conducted in private; thus, attendance of persons other than Board members may be severely limited, at the discretion of the Board.
2.0 Membership.
2.1 Membership is divided into two classes:
2.1.1 Proprietary Members. Each owner of a residential unit, including Declarant, shall be a Proprietary Member of the Association; provided, that the purchaser(s) of a Residential Unit under a recorded land sale contract shall be deemed the "owner" of such Residential Unit for purposes of these Bylaws. Each Proprietary Member shall be entitled to one vote per Residential Unit owned by such member; provided that if two (2) or more Proprietary Members shall own any residential unit in any form of common ownership, the common owners shall designate in writing filed with the Secretary of the Association the name of the common owner who shall exercise the voting right for such Residential Unit.
The rights and privileges of a Proprietary Member shall terminate when the holder of a Proprietary Member ceases to qualify as an owner, and his certificate of membership shall thereupon be void.

2.1.2 Associate Members. Each lessee, renter, or other occupant of a Residential Unit not eligible for Proprietary Membership, but who satisfies the conditions of these Bylaws and of the Declaration respecting residency in the Properties, shall be an Associate Member, which status shall continue in effect during such period as the Associate Member shall be an authorized nonproprietary occupant of a Residential Unit. Associate Membership shall carry all the rights and privileges, and shall be subject to all obligations and responsibilities of Proprietary Membership, except the right to vote. At any time an Associate Member shall cease to be a resident of the Properties, or shall become a Proprietary Member, his right and privileges as an Associate Member shall thereupon terminate.
3.0 Meetings of Members.
3.1 Place of Meetings. Meetings of the Association shall be held at such location as may be designated by the Board of Directors from time to time.
3.2 Annual Meetings. The annual meeting of the Association shall be held on the third Sunday of September of each year. At such meetings there shall be elected by ballot of the members a Board of Directors in accordance with the requirements set forth hereinafter. The members may also transact such other business of the Association as may properly come before them.
3.3. Special Meetings. It shall be the duty of the President to call a special meeting of the owners as directed by resolution of the Board of Directors or upon a petition signed by not less than 50% of the total voting power of the Association and having been presented to the Secretary. The notice of any special meeting shall state a reasonable place, date and hour of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four-fifths (4/5ths) of the owners present, either in person by proxy.
3.4 Notice of Meeting. It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose thereof as well as a reasonable place, date and hour where it is to be held, to each member entitled to vote at such meeting, at least twenty (20) but not more than sixty (60) days prior to such meeting. The mailing of a notice in the manner provided in this Section shall be considered notice served.
3.5 Adjourned Meetings. If any meeting cannot be held because a quorum is not present, the owners present, either in person or by proxy may, as otherwise provided by law, adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was called.
3.6 Order of Business. The order of business at all meetings of the owners of units shall be as follows: (a) roll call; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meetings; (d) reports of officers; (e) reports of committees; (f) election of directors; (g) unfinished business; and (h) new business.
3.7. Books Open. The membership register, books of account, and the minutes of meetings of the members, the Board of Directors and committees of the Board of Directors shall be made available for inspection and copying by any members of the Board of Directors or by members of the Association or by his duly appointed representative at any reasonable time and for a purpose reasonably related to his interest as a member (Board members shall have an absolute right) at the office of the Association or at such other place within the subdivision as the Board shall prescribe. The Board of Directors shall prescribe reasonable rules with respect to each of the above and for the payment of the cost of reproducing copies of documents.
3.8 Quorum in Voting. A quorum for any annual or special meeting of the association shall consist of the number of persons who are entitled to cast 20 percent (20%) of the votes which may be cast for election of the Board of Directors and who are present in person or by proxy at the time the vote is cast. The vote of a majority of voting members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members.
3.9 Executive sessions. The Board may adjourn a meeting and reconvene in executive session to discuss sensitive matters such as personnel matters, contract negotiations with a third party, consultation concerning the rights and duties of the association regarding existing or potential litigation or criminal matters, and other matters of business of a similar nature. If called during a scheduled meeting, the decision requires a motion and a second. If called independently of another meeting, it requires the approval of the majority of the Board members. Minutes are not required in Executive session; if taken, they are not printed or circulated. If the session results in a need for voting, the vote must be taken in open session.
3.10 Emergency meetings. of the Board may be held by telephonic communication. Emergency meetings may be held without notice, if the reason for the emergency is stated in the minutes of the next scheduled Board meeting. The decision to hold an emergency meeting requires the approval of the majority of the Board members. Any action approved in emergency session shall have the same effect as though taken at a scheduled meeting of the Board.
4.0 Directors
4.1 Number, Election and Tenure. The property and affairs of the Association shall be managed and controlled by a Board of Directors comprised of five (5) persons elected from among those members eligible to vote at an annual meeting.
Directors shall be elected by the membership at the annual meeting. Each lot owner shall have one vote which can be cast for one candidate for each office which is vacant. Owners of multiple lots may cast one vote per office for each lot owned; multiple owners of a single lot must designate one person to cast their vote or votes.
The terms of the Directors shall be for either one or two years, staggered so that no more than three (3) nor less than two (2) of the five directorships shall expire at the same time. When a one year term is necessary to achieve this staggering, the candidate or candidates receiving the least votes will serve for one year. At each subsequent annual meeting, each directorship to be filled shall be filled by a director elected for a two (2) year term, except when a one year term is necessary to comply with the above.
Directors shall serve during their respective terms and until their successors have been elected and qualified. Any vacancy in a directorship held by a person that has been elected by the membership shall be filled by appointment by the remaining Directors for the term remaining to the vacating Director. During the existence of any vacancy, the remaining Directors shall possess and may exercise all powers vested in the Board.
4.2 Regular Meeting of Directors. A regular meeting of the Board shall be held immediately following the annual meeting of the membership and at the same place. Other regular meetings of the Board may be held without notice at such times and places as the Board by resolution may determine.
4.3 Special Meetings of Directors. Special meetings of the Board may be called from time to time by the president or by any two (2) directors
4.4 Notices. The Secretary shall give written notice of each special meeting of the Board by mailing such notice by United States mail to the respective directors at their last known post office address, at least five (5) days prior to the date of such meeting. No notice of any regular meeting need be given. Directors may waive notice of meetings of the Board, and a waiver thereof signed by the director entitled to notice, whether before or after the time slated therein, shall be deemed equivalent thereto. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except in the event the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
4.5 Quorum in Voting. A majority of the members of the Board shall constitute a quorum for the transaction of all business, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting. When a quorum exists, action may be taken by the majority vote of the directors present. Absent Board members cannot be considered present by proxy, however, they can vote by written proxy on a specific issue if said issue is stated in the agenda and about which no significant new information is presented at the meeting .
4.6 In order to provide fair and equitable management, each Board should make every effort to present nominees for offices and committees which reflect the balance of ownership, as to demographics such as residents-to-non-residents, ocean frontage-to-non-frontage, single lot ownership-to-multiple lot ownership. Board and committee members must therefore be able participate in regular meetings by telephonic connection under the following circumstances:
a) At least a quorum must be physically present at the meeting
b) [This paragraph has been deleted in its entirety, effective March 7, 2005]
c) Each member must make every effort to physically attend meetings; members using telephonic communications must have the agreement of the majority of the Board to do so or be counted absent.
4.7 Association Board of Directors; powers and duties.
a. The Board of Directors of the association may act on behalf of the association except as limited by the declaration, or the bylaws. In the performance of their duties, officers and members of the Board of Directors shall exercise the care required of fiduciaries.
b. The Board of Directors may not act on behalf of the association, without required membership approvals, to amend the declaration, terminate the planned community, elect members of the Board of Directors or determine the qualifications, powers, duties or terms of office of members of the Board of Directors. However, the Board of Directors may fill vacancies in its membership for the unexpired portion of any term by majority vote.
c. At least once every two years, the Board of Directors of the association shall review the insurance coverage of the association.
d. The Board of Directors of the association annually shall cause to be filed the necessary income tax returns for the association.
e. All meetings of the Board of Directors of the association, except Emergency or Executive sessions, shall be open to owners. Emergency meetings may be held without notice, if the reason for the emergency is stated in the minutes of the meeting; only emergency meetings of the Board of Directors may be conducted entirely by telephonic communication.
f. The Board of Directors, in the name of the association, shall maintain a current mailing address of the association.
4.8 Legal Expenses. No member of the Board or the Association shall incur legal expenses for the Association without the consensus of the majority of the Board members. Then, one main spokesperson shall be designated to communicate with attorneys for the Board. One Property Manager shall serve as a back-up communicator if asked to do so by that spokesperson or by the majority of the Board members. The law firm chosen by the Board will be informed of this rule and given the names of the chosen spokesperson and property manager. The purpose of this rule is to control legal expenses.

5.0 Officers.
5.1 Designation. The principal officers of the Association shall be a president, vice president, a secretary and a treasurer, all of whom shall be elected by the Board of Directors and all of whom, except the secretary, shall be from the Board of Directors. The secretary may, but is not required to be a member of the Board. The directors may appoint an assistant secretary and such other officers as in their judgment may be necessary.
5.2 Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at its annual meeting, hold office at the pleasure of the Board, and serve without compensation. Any vacancy in any office shall be filled by the Board at its annual meeting or at any special meeting called for that purpose.
5.3 Removal of Officers or Directors. Upon an affirmation vote of a majority of the members of the Board of Directors, any officer or director may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board called for such purpose. No removal of an officer or director is effective unless the matter of removal is an item on the agenda.
The owners may remove any member of the Board of Directors, with or without cause, by a majority vote of all owners entitled to vote at any regular meeting of the Board or any special meeting called for that purpose, at which a quorum is present. No removal of a director is effective unless the matter of removal is an item on the agenda and notice is properly given in accordance with Section 3.4 of these bylaws.
5.4 President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of the president of an Association, including but not limited to the power to appoint committees from among the owners from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association.
5.5 Vice President. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to so do on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors.
5.6 Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association; he shall have charge of such books and papers as the Board of Directors may direct; and he shall, in general, perform all the duties incident to the office of the Secretary.
5.7 Treasurer. The Treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit of the Association in such depositories as many from time to time be designated by the Board of Directors.

6.0 Committees
6.1 Standing Committees. There shall be one standing committee of the Board of Directors which shall be known as the Architectural Committee. The Architectural Committee shall consist of three (3) or more members, all of whom must be owners of one or more residential lots in the Properties and the majority of whom cannot concurrently be serving as members of the Sea Crest Board of Directors. In the event that any member of the Architectural Committee is unable to attend any meeting called for the purpose of the committee transacting business, such absent member may appoint a representative or agent to serve in his stead either by proxy or in person. [Amended on November 14, 2005]
6.2 Other committees. There shall exist such other committees as may from time to time be designated by the Board of Directors to assist the Board in carrying on the functions of the Board and the Association

7.0 Obligations of the Owners.
7.1 Assessments. All proprietary members are obligated to pay monthly, or such other period as in the discretion of the Board of Directors is deemed necessary, assessments imposed by the Association to meet all project communal expenses, which may include a liability insurance policy premium and an insurance premium for policy to cover repair and reconstruction work in case of hurricane, fire, earthquake, or other hazard. No assessments shall be imposed on any Residential Unit owned by Declarant until such time as a residential structure is constructed thereon and occupied by a resident, except that this requirement may be waived by Declarant by affirmative act. The assessments shall be made prorata as stipulated in the Declaration. Such assessments shall include monthly payments to a General Operating Reserve and a Reserve Fund of Replacements. Not later than sixty (60) days prior to the beginning of each calendar year, the Association shall estimate the total charges to be assessed each owner in the project. Each owner thereof shall thereafter pay to the Association his assessment in 12 equal monthly installments, each installment to be paid on or before the 10th day of each month. In the event the Association shall determine that the estimate of total charges for the current year is, or will become, inadequate to meet all expenses of the project for any reason, including nonpayment of any owner’s assessment on a current basis, it shall immediately determine the approximate amount of such inadequacy and issue a supplemental estimate of the total charges to be assessed against each unit. The Association may, at its discretion, prorate any such supplemental assessment between the remaining months of the calendar year, or immediately levy a special assessment against each unit. Each monthly installment shall become delinquent if not paid on or before the 25th day of each month. Each special assessment shall become delinquent if not paid within thirty (30) days after the levy thereof. There shall accrue with each such delinquent monthly instalment and with each such delinquent special assessment, interest at the maximum rate permitted by law in the State of Oregon on such delinquent sums, calculated from the date of delinquency to and including the date full payment is received by the Association.

7.2 Fees, bonds and fines. In addition to the above noted expenses, the Board shall have the right to determine the amounts of such fines, fees, bonds or other expenses allowed them in the Declaration and record said amounts herein. Current amounts are:
- the construction application fee referred to in CC&R Sec. 1.4 shall be $250.00
- the cash required in CC&R Sec. 1.11 for clearing and excavation shall be $3000.00. In addition, any associated legal costs incurred by the HOA during the entire design approval thru the completed construction phases shall be charged and removed from this deposit. All or part of this $3000.00 deposit will be refunded upon final approval by the architectural committee less costs incurred as determined by the Board. [Revised June 21, 2005]
7.2.1 Enforcement Procedure
See Enforcement Procedure document and Schedule of Fines document.
[The section was added on September 1, 2005, by Resolution of the Board of Directors.]

8.00 Amendments

These Bylaws may be amended at any regular meeting of the Board or at any special meeting of the Board called for the purpose by a vote of sixty percent (60%) of all of the Directors or by the affirmative vote, in person or by proxy, of the majority of the total number of those members eligible to vote.