BY-LAWS

"This document was carefully prepared, however it is displayed for convenience only and in any/all disputes, the original document, kept in the HPMA Offices and as recorded in the Mason County Courthouse, shall prevail."

Bylaws
Hartstene Pointe Maintenance Association

ARTICLE I
DEFINITIONS

"Association" means the Hartstene Pointe Maintenance Association, a Washington nonprofit corporation.
"Hartstene Pointe" means the total land area on the north tip of Hartstene Island in Mason County, Washington, which consists of:
1. The land area described and platted by that certain plat entitled "Hartstene Pointe" which Developer filed with Mason County Auditor on July 7, 1970 and which the said Auditor recorded under his Fee No. 252193 on pages 80 to 85 of Plat Volume 8 of the Mason County Land Records and
2. Such other lands in Sections 19 and 30 of Township 21 North, Range 1 West, Willamette Meridian and Sections 24 and 25, Township 21 North, Range 2 West, Willamette Meridian (the north tip of Hartstene Island) as Association may in the future choose to add thereto by recording plats identifying the same as additions to Hartstene Pointe. While the aforementioned plat of the first division of Hartstene Pointe is simply entitled "Hartstene Pointe," the plats of subsequent divisions will be entitled "Hartstene Pointe, Addition No. 1," "Hartstene Pointe, Addition No. 2," etc.
"Covenants" refer to the restrictive and other covenants running with the land which will govern the use of land in Hartstene Pointe. The Covenants applicable to each division of Hartstene Pointe will be incorporated in a document bearing the title "Declaration of Covenants, Conditions and Restrictions," and referring to the particular division of Hartstene Pointe to be governed thereby. The covenants applicable to the first division of Hartstene were recorded in the Mason County Land Records on August 7, 1970 under Auditor's Fee No. 253021.
"Lot" means any interest in real property in Hartstene Pointe which has been or will be sold subsequent to the recording of and by reference to the applicable plat. The term includes, but is not limited to, residential lots. It does not, however, include any part of the Common Area.
"Owner" refers to any owner, or any contract purchaser in possession, of any lot.
"Common Area" means all real property in Hartstene Pointe to be transferred to and to be held by the Association for the common use, enjoyment or benefit of the owners. The common area will consist of all real property which, on the plat of each division of Hartstene Pointe and in the covenants relating thereto, is identified as Common Area. All permanent structures, fixtures, and improvements upon the Common Area, including particularly roads and utility systems, shall be deemed a part thereof.

ARTICLE II
MEMBERS AND THEIR RIGHTS

The Membership of the Association shall consist of and be limited to the Owners of lots in Hartstene Pointe. One Association membership shall be inseparable appurtenant to each such lot and shall pass therewith to all persons who become Owners of the lot.
The Association shall have one class of voting Members. All Owners shall be Members and shall be entitled to one vote for each lot owned. When two or more persons hold an interest in any lot, all such persons shall be Members. The vote for such lot shall be cast as they among themselves determine, but in no event shall more than one vote be cast with respect to any lot. Association owned lots shall be voted by resolution of the Board of Directors.
Each Owner shall have a non-exclusive right and easement of enjoyment in and to the Common Area, which shall be appurtenant to and shall pass with, the title to the Owner's lot. Such right and easement shall be subject only to the following:
1. The right of the Association to charge reasonable admission and other fees for the use of any recreational facilities situated upon the Common Area;
2. The right of the Association to charge reasonable rates for utility services rendered by any Association-owned utility systems located upon the Common Area;
3. The right of the Association to suspend the voting rights and the rights to use the Common Area of an Owner for any period during which:
  1. any assessment against his lot remains unpaid, or
  2. any violation of applicable CC&R's or of the Association's published rules for which s/he is responsible remains unabated,
4. The right of the Association, acting through its Board of Directors, to dedicate and transfer any utility system on, or which may be a part of, the Common Area, to Mason County;
5. The right of the Association to dedicate and transfer all or any part of the remainder of the Common Area to any public agency, authority, or utility for such purposes, in such manner and subject to such conditions as may be consistent with the Association's Articles of Incorporation, these Bylaws, the Washington Nonprofit Corporation Act & RCW Chapter 64.38; and
6. The nonexclusive right of all other Members of the Association to use, enjoy and have the benefit of the Common Area upon the same terms.
Subject to the covenants governing each division of Hartstene Pointe, and subject to such reasonable rules and regulations as the Association may promulgate, an Owner's right to use, enjoy and have the benefit of the Common Area shall be delegable.

ARTICLE III
MEETINGS OF MEMBERS

There shall be a regular annual meeting of the Members of the Association which shall be held on the last Saturday in February of each year at the registered office of the Association in Shelton, Washington, or such other convenient location as may be specified in the notice of the meeting.
Special meetings of the Members may be called by the President, or a majority of the Board of Directors. Special meetings may be called at the written request of Members having at least 10% of the votes entitled to be cast at such meetings.
Each Member of the Association shall be given such notice of all regular and special meeting of the Members as may be required by the Washington Nonprofit Corporation Act & RCW 64.38.035.
When Directors or officers are to be elected by the Members, such elections may be conducted by mail.
A majority of the Members of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Members. If less than a majority of the Members entitled to vote are represented at a meeting, a majority of the Members so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. 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.
Except as may be otherwise provided in the Washington Nonprofit Corporation Act RCW 64.38, if a quorum is present, the affirmative vote of the majority of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation, The Washington Nonprofit Corporation Act or RCW 64.38.
For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or in order to make a determination of Members for any other purpose, the Board may fix in advance a date as the record date for any such determination. Such record date shall be not more than seventy (70) days, and in case of a meeting of Members, not less than twenty (20) days prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting, the date and hour on which the notice of meeting is mailed, shall be the record date and time for such determination. Such determination shall apply to any adjournment of the meeting.
A Member may vote either in person, by mail or by written proxy executed by the Member or his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Any proxy regular on its face shall be presumed to be valid.
A waiver of any required Member notice signed either before or after the time stated therein for the meeting by the person or persons entitled to such notice shall be equivalent to giving notice.

ARTICLE IV
BOARD OF DIRECTORS NOMINATION & ELECTION

The affairs of this Association shall, after the expiration of the term of office of the initial Directors named in the Articles of Incorporation, be managed by a board of seven Directors, who must be Members of the Association, in good standing.
At the first regular meeting of the Members they shall elect two Directors for a term of one year, two Directors for a term of two years and two Directors for a term of three years; and at each annual meeting the Members shall elect two or three Directors as appropriate, for a term of three years. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director dies, resigns or is removed, s/he shall hold office until the next annual meeting of Members or until her/his successor is elected, whichever is later. Directors need not be residents of the State of Washington.
No Director shall receive compensation for any service s/he may render to the Association. However, any Director may be reimbursed for her/his actual expenses incurred in the performance of her/his duties.
Nomination for election to the HPMA Board of Directors may be by declaration of candidacy according to a schedule set by the Board of Directors or by nomination made from the floor at the annual meeting.
Election to the Board of Directors shall be by secret ballot or by voice vote as appropriate if the number of nominees equals the number of vacant Director seats, and shall be by secret ballot if the number of nominees exceeds the number of vacant Director seats. At such election, the Members may cast, in respect to each vacancy, as many votes as they are entitled to cast under the provisions of these Bylaws. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
All vacancies in the Board, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board. A Director elected to fill any vacancy shall hold office for the unexpired term of her/his predecessor and until her/his successor is elected and qualified. Any Directorship to be filled by reason of an increase in the number of Directors may be filled only by the Members at the next election of Directors by the Members.
At a meeting of Members called expressly for that purpose, the entire Board or any Member thereof may be removed, with or without cause, by a vote of the majority of Members then entitled to vote at an election of Directors.

ARTICLE V

DIRECTORS MEETINGS

Meetings of the Board of Directors shall be held on the third Saturday of each month or when called by the President of the Association or by any two Directors after not less than five (5) day's notice to each Director. The business to be transacted at or the purpose of any meeting shall be specified in the notice of such meeting and such notice shall be posted for public viewing in the Association's registered office.
An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of Members for the purpose of electing officers for the ensuing year. By resolution, the Board may specify the time and place either within or without the State of Washington for holding regular meetings thereof without other notice than such resolution.
Special meetings of the Board may be called by or at the request of the President, the Secretary or any two Directors. The person or persons authorized to call special meetings must fix the Association's registered office as the place for holding any special Board meeting called by them.
Notice of a special Board meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally by telephone or in person at least five (5) days prior to the meeting. The business to be transacted at or the purpose of any special meeting shall be specified in the notice of such meeting and such notice shall be posted for public viewing in the Association's registered office.
A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. The act of the majority of the Directors present at a Board meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation, the Covenants, the Washington Nonprofit Corporation Act or RCW64.38. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.
Waiver of Notice.

In Writing. Whenever notice is required to be given to any Director under these Bylaws, the Articles of Incorporation, the Washington Nonprofit Act or RCW 64.38, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The business to be transacted at or the purpose of any regular or special meeting of the Board shall be specified in the waiver of notice of such meeting.

By Attendance. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where the Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Presumption of Assent. A Director 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 her/his dissent is entered in the minutes of the meeting, or unless s/he files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or unless s/he forwards such dissent to the Secretary immediately after adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Except as provided in this section, all meetings of the Board of Directors shall be open for observation by all owners of record and their authorized agents. The Board of Directors shall keep minutes of all actions taken by the Board, which shall be available to all owners. Upon the affirmative vote in open meeting to assemble in closed session, the Board of Directors may convene in executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the association, and matters involving the possible liability of an owner to the association. The motion shall state specifically, the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The Board of Directors shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion or other action adopted, passed or agreed to in closed session may become effective unless the Board of Directors following the closed session, reconvenes in open meeting and votes in open meeting on such motion, or other action which is reasonably identified. The requirements of this section shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.
Members of the Board may participate in a meeting of the Board by means by which all Directors participating can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.
Any Director may resign at any time by delivering written notice to the President, Secretary or registered office of the corporation.
The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a Director with the standards of care described in the Washington Nonprofit Corporation Act.

ARTICLE VI
POWERS AND DUTIES OF DIRECTORS

The Board of Directors shall have power to:
1. Supervise and control the improvement, maintenance and use of land in said community. The Board may adopt and publish rules, regulations and policies in carrying out such responsibilities and may establish penalties for infractions of such rules, regulations and policies. governing Hartstene Pointe, including the use of private property therein the use of the Common Area and the facilities located thereon, and the personal conduct of the Members and their guests; and to establish penalties for the infraction thereof;
2. Suspend the voting rights and the right to use the Common Area of any Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing for infraction of published rules and regulations;
3. Exercise all corporate powers, duties and authority of the Association and manage the business and affairs of the Association except as may be otherwise provided in the Articles of Incorporation, the covenants the Washington Nonprofit Corporation Act or RCW 64.38.
4. Declare the office of any Director vacant in the event such Director shall be absent without excuse from three consecutive meetings of the Board of Directors if s/he was given proper notice thereof,
5. Employ a manager, independent contractors, or such employees as the Board may deem necessary, and to prescribe their duties;
6. Contracts, Loans, Checks, Deposits, Etc.
  1. Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.
  2. Loans to the Association. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
  3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness shall be issued in the name of the Association shall be signed by such officer or officers, and agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board.
  4. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select.
7. The Board may provide for a corporate seal which shall have inscribed thereon the name of the Association, the year and state of incorporation and the words "corporate seal."
8. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board. The Members may also alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended, repealed, altered or modified by the Members.
It shall be the duty of the Board of Directors to:
1. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Membership, or at any special meeting when such statement is requested in writing by one-fourth of the Members who are entitled to vote;
2. Supervise all officers, agents and employees of this Association and to see to it that their duties are properly performed;
3. As more fully provided in the pertinent covenants, to fix and collect the assessments against each lot which, under the applicable covenants, is subject to assessment;
4. Issue or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states that an assessment has been paid, such certificate shall be conclusive evidence of such payment;
5. Procure and maintain adequate liability and hazard insurance on property owned by the Association;
6. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
7. Cause the Common Area and the facilities thereon to be properly maintained;
8. Hear and decide appeals from decisions of the Architectural Control Committee pursuant to the applicable covenants;
9. Review, ratify or rescind or take any other action deemed appropriate with respect to any act of committee or its members.
The foregoing enumeration of the powers and duties of the Board of Directors is not exclusive.

ARTICLE VII
OFFICERS AND THEIR DUTIES

The officers of this Association shall be a president, vice president, who shall at all times be members of the Board of Directors, a secretary, a treasurer, and such other officers as the Board may from time to time by resolution create.
The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
The officers of the Association shall be elected annually by the Board and each shall hold office for one year unless s/he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer s/he replaces.
The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
The duties of the officers are as follows:
1. President. The President shall preside at all meetings of Members and Directors, shall have general supervision of the affairs of the Association, and shall perform all such other duties as are incident to such office or are properly required of the President by the Board of Directors. When present, the President shall preside over all meetings of Members and Directors. With the Secretary or other officer of the Association authorized by the Board of Directors, the President may sign deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except when the signing and execution thereof has been expressly delegated by the Board or by these bylaws to some other officer or agent of the Association or as required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
2. Vice-President(s). During the absence or disability of the President, the Vice-Presidents, in the order designated by the Board, shall exercise all functions of the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to her/him from time to time by the Board.
3. Secretary and Assistant Secretaries. The Secretary shall issue notices for all meetings, except notices for special Members meetings and special Directors meetings called by the requisite number of Members or Directors, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall such reports and perform such other duties as are incident to such office or as are properly required of the Secretary by the Board. The Assistant Secretary, or Assistant Secretaries in the order designated by the Board, shall perform all duties of Secretary during the absence or disability of the Secretary, and at other times shall perform such duties as are directed by the President or the Board.
4. Treasurer. The Treasurer shall have the custody of all monies and securities of the Association and shall keep regular books of account. The Treasurer shall disburse the funds of the Association in payment of the just demands against the Association or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Board, from time to time as may be required of the Treasurer, an account of all transactions as Treasurer and of the Association's financial condition. The Treasurer shall perform other duties incident to her/his office as are properly required of her/him by the Board. The Assistant Treasurer, or Assistant Treasurers in the order designated by the Board, shall perform all duties of Treasurer in the absence or disability of the Treasurer, and at other times shall perform such other duties as are directed by the President or the Board.
In the case of absence or inability to act of any officer of the Association and of any person herein authorized to act in the place of such person, the Board may from time to time delegate the powers or duties of such officer to any other officer, Director or person whom it may select.

ARTICLE VIII
BUDGET

Within thirty (30) days after adoption by the Board of Directors of any proposed regular or special budget of the association, the Board shall set a date for a meeting of the owners to consider ratification of the budget not less than fourteen nor more than sixty days after mailing of the summary. Unless at that meeting, a majority of the votes in the association reject the budget in person or by *** mailed ballot, the budget is ratified whether or not a quorum is present. In the event the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the owners shall be continued until such time as the owners ratify a subsequent budget proposed by the Board of Directors.

ARTICLE IX
COMMITTEES

The Board of Directors may appoint such member committees as it deems necessary or useful, to do such work as the Board assigns or is within the scope of the committee's charter. Voting membership in member committees shall be limited to those natural persons who have membership in the Association. Non-voting members, when appointed at the discretion of the Board, need not have membership in the Association. (continued on page 10a)
The committees shall have such authority as is delegated to them by the CC&Rs, the Bylaws, the Rules and Regulations, or resolution of the Board. If the Board appoints an Architectural Control Committee, it shall have such authority as is provided in Article IX of the CC&Rs. Although the Architectural Control Committee may issue, condition, or deny permits, it shall not initiate litigation or set application fees or schedules of penalties for violations without Board approval. Any owner adversely affected by action of the Architectural Control Committee or any other member committee may ask review of the action by appealing to the Board as provided in the CC&Rs and Rules and Regulations.
Member committees may establish their own meeting schedules. They need not post for public viewing an agenda or purpose of meetings. Special member committee meetings may be called by the chairman of the committee or by any three members, or by any two members if the committee consists of no more than four members, with notice given to the members at least five days prior to the meeting. A quorum of a committee shall consist of a majority of its voting members. Except as otherwise specified herein or as approved through resolution of the Board, member committees shall follow the operating procedures applicable to meetings of Directors set by Article V of these Bylaws.

ARTICLE X
BOOKS AND RECORDS

In accordance with RCW 64.38.045(2), books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Covenants administered by the Association, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any Member at the *** business office of the Association. Charges for cost and copies will be posted.

ARTICLE XI
ASSESSMENTS

As more fully provided in the pertinent covenants, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid with 30 days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 9% per annum, and the Association may bring an action at law against the property; and interest, costs and reasonable attorney fees in any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessment provided for herein by nonuse of the Common Area or abandonment of her/his lot.
At least annually, the Association shall prepare or cause to be prepared, a financial statement of the Association. The financial statement shall be audited at least annually by an independent certified public accountant, but the audit may be waived if sixty seven percent of the votes cast by owners, in person or by proxy, at a meeting of the association at which a quorum is present, vote each year to waive the audit.

ARTICLE XII
MISCELLANEOUS

In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control and in the case of any conflict between the Covenants and these Bylaws, the Covenants shall control.
The accounting year of the Association shall be the calendar year, provided that if a different accounting year is at any time selected for purposes of federal income taxes, the accounting year shall be the year so selected.
The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing such notices as may be required by law, and the registered agent shall have a business office identical with such registered office. Any change in the registered agent or registered office shall be effective upon filing such change with the Office of the Secretary of State of the State of Washington, unless a later date is specified.

Article XIII
INDEMNIFICATION OF DIRECTORS, OFFICERS
COMMITTEE MEMBERS, EMPLOYEES & OTHER AGENTS

Directors, Officers & Committee Members. The Association shall indemnify its Directors, officers and duly appointed committee members to the fullest extent permitted by the Washington Nonprofit Corporation Act ("Act"), as the same exists or may hereafter be amended (but, in the case of alleged occurrences of actions or omissions preceding any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than the Act permitted the Association to provide prior to such amendment).
Employees and Other Agents. The Association shall have power to indemnify its employees and other agents as set forth in the Act.
No Presumption of Bad Faith. The termination of any 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 and in a manner which the person reasonably believed, in the case of conduct in the person's official capacity, the person's conduct was in the Association's best interests, and in all other cases, the person's conduct was at least not opposed to the Association's best interests, and with respect to any criminal proceeding, that the person had reasonable cause to believe that the conduct was lawful.
Advances of Expenses. The expenses incurred by a Director, officer or committee member in any proceeding shall be paid by the Association in advance at the written request of the Director, officer or committee member, if the Director, officer or committee member:
1. furnishes the Association a written affirmation of such person's good faith belief that such person is entitled to be indemnified by the Association; and
2. furnishes the Association a written undertaking to repay such advance to the extent that it is ultimately determined by a court that such person is not entitled to be indemnified for the expenses and without regard to the person's ultimate entitlement to indemnification under this bylaw or otherwise.
Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances under this bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Association and the Director, officer or committee Member who serves in such capacity at any time while this bylaw and relevant provisions of the Act and other applicable law, if any, are in effect. Any right to indemnification or advances granted by this bylaw to a Director, officer or committee Member shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request therefore. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting a claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition when the required affirmation and undertaking have been tendered to the Association) that the claimant has not met the standards of conduct which make it permissible under the Act for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors, independent legal counsel or its Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Association (including its Board of Directors, independent legal counsel or its Members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
Non-Exclusivity of Rights. The rights conferred on any person by this bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaws, agreement, vote of Members or disinterested Directors or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding office. The Association is specifically authorized to enter into individual contracts with any or all of its Directors, officers, employees or agents respecting indemnification and advances, to the fullest extent permitted by the law.
Survival of Rights. The rights conferred on any person by this bylaw shall continue as to a person who has ceased to be a Director, officer, committee member, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Insurance. To the fullest extent permitted by the Act, the Association, upon approval by the Board of Directors, any purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this bylaw.
Amendments. Any repeal of this bylaw shall be prospective only and no repeal or modification hereof shall adversely affect the rights under this bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any officer, Director, committee Member, employee or agent of the Association.
Savings Clause. If this bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, the Association shall indemnify each Director, officer, committee member, employee or other agent to the fullest extent permitted by any applicable portion of this bylaw that shall not have been invalidated, or by any other applicable law.
Certain Definitions. For the purposes of this bylaw, the following definitions shall apply:
1. "Association" includes any successor entity of the Association in a merger, dissolution or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
2. "Director" means an individual who is or was a Director of the Association or an individual who, while a Director of the Association, is or was serving at the Association's request as a Director, officer, committee member, employee, or agent of another foreign or domestic corporation, association, partnership, joint venture, trust, employee benefit plan, or other enterprise. A Director is considered to be serving an employee benefit plan at the Association's request if the Director's duties to the Association also impose duties on, or otherwise involve services by, the Director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a Director.
3. "Expenses" include attorney fees.
4. "Official capacity" means: (i) when used with respect to a Director, the office of Director in the Association; and (ii) when used with respect to an individual other than a Director, as contemplated in the Act, the office in the Association held by the officer, committee Member or the employment or agency relationship undertaken by the employee or agent on behalf of the Association. "Official capacity" does not include service for any other foreign or domestic Association or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
5. "Proceeding" means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
We, being all of the Directors of the Hartstene Pointe Maintenance Association, hereby adopt the foregoing amended bylaws of Hartstene Pointe Maintenance Association, and in witness thereof, have hereunto set our hands this 19^th day of February, 2000.

Signed     Signed

____________________     ____________________

Donald R. Melnick     Marylee C. Harlan

Signed     Signed

____________________     ____________________

Thad Thomas     Mary A. Cary

Signed     Signed

____________________     ____________________

Matt Lettich     Gerald T. Pyle

The foregoing amended Bylaws were adopted by the Board of Directors on February 19, 2000.

Hartstene Pointe Maintenance Association

Signed

__________________________
Mary A. Cary, Secretary

Return to Governing Documents

Signed	Signed
____________________	____________________
Donald R. Melnick	Marylee C. Harlan

Signed	Signed
____________________	____________________
Thad Thomas	Mary A. Cary

Signed	Signed
____________________	____________________
Matt Lettich	Gerald T. Pyle