The name of the corporation is VICTORIA PARK HOMEOWNERS' ASSOCIATION, INC., hereinafter referred to as the "Association."  The principal office of the Association shall be located at 14th Floor Norton Building, Seattle, Washington, but meetings of members and Trustees may be held at such places within the State of Washington, County of King, as may be designated by the Board of Trustees.

            Section 1.  "Association" shall mean Victoria Park Homeowners' Association, Inc., its successors and assigns.

            Section 2.  "Developer" shall mean Transamerica Development Company, a corporation, and Georgia Pacific Investment Company, a corporation, as joint venturers.

            Section 3.  "Trustee" shall mean the National Bank of Commerce or any successor Trustee holding title to the common properties.

            Section 4.  "Properties" shall mean that certain real property described in Article III of the Articles of Incorporation, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

            Section 5.  "Common Properties" shall mean all real property owned by the Trustee or the Association for the common use and enjoyment of the members of the Association and shall not include any streets or other areas dedicated to public use.

            Section 6.  "Lot" shall mean any plot of land shown upon any recorded subdivision map of the properties with the exception of the common properties.

            Section 7.  "Member" shall mean every person or entity who holds a membership in the Association.

            Section 8.  "Owner" shall mean the record owner, whether one or more persons or entities and specifically including the Developer, of the fee simple title to any lot or lots which are part of the properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

            Section 9.  "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the properties recorded or to be recorded in the Office of the King County Auditor.

            Section 10.  The term "The Development Period" shall mean that period of time from the date of recording of the Declaration until the date on which seventy percent (70%) of the properties now or hereafter platted on the property described in Exhibit "A" attached to said Declaration have been sold by Developer, or until such earlier date as may be agreed upon by the Federal Housing Authority and Developer.  In any event the "development period" shall terminate on September 15, 1971.

            Section 1.  Membership.  Every person or entity who is the record owner of a fee interest in any lot or lots which are subject by covenants of record to assessment by the Developer named in the Declaration or by the Association, shall be a member of the Association:  Provided, however, that if any lot is hold jointly by two (2) or more persons, the several owners of such interest shall designate one of their number as the "member."  The foregoing is not intended to include persons or entities who hold an interest merely as security of the performance of an obligation.  No owner shall have more than one membership.  Membership shall be appurtenant to and may not be separated from Ownership of any lot which is subject to assessment by the Developer or the Association except that the incorporators shall be eligible for membership without regard to ownership of an interest in the properties.  Incorporators who are not owners or contract purchasers of any lot subject to assessment shall cease to be members of the Association at the expiration of two (2) weeks from the date of incorporation of the Association.  Upon transfer of the fee interest to any lot, the membership and any certificate of membership in the Association shall ipso facto be deemed to be transferred to the grantee.  Ownership of any such lot shall be the sole qualification for membership.

            Section 2.  Suspension of Membership.  During any period in which a member shall be in default in the payment of any monthly or special assessment, the voting rights and right to use of the recreational facilities by such member may be suspended by the Board of Trustees until such assessment has been paid.   During the developmental period the Board of Trustees shall be required to exercise such right upon the request of the developer.  Such rights of a member may also be suspended, after notice and hearing, for a period not to exceed thirty (30) days, for violation of any rules and regulations established by the Board of Trustees governing the use of the common properties and facilities.

            Section 3.  Voting Rights.  No person shall have more than one (1) membership regardless of the number of lots owned, and the interest of each member shall be equal to that of any other member, and no member may acquire any interest which shall entitle him to any greater voice, vote or authority in the Association than any other member.  In the case of lots owner jointly by two (2) or more persons, only the joint owner designed as the "member" pursuant to Section 1 of this Article III shall be entitled to vote.

            In the event that the Non-Profit Corporation Law of the State of Washington as set forth in Title 24, Revised Code of Washington is changed to permit one member of a non-profit corporation to exercise greater voting rights than another member, voting shall thereafter be according to the number of lots owned, that is, members shall be entitled to one vote for each lot in which they hold the interest required for membership by Article IV.  When more than one person holds such interest in any lot, the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any lot.

            Section 1.  Each member shall be entitled to the use and enjoyment of the common properties and facilities as provided in the Declaration.  Any member may delegate his rights of enjoyment of the common properties and facilities to the members of his family, his tenants or contract purchasers who reside on the property, and, subject to regulation by the Board of Trustees, to his temporary guests.  Such member shall notify the secretary in writing of the name of any such delegee. The rights and privileges of such delegee are subject to suspension to the same extent as those of the member.

            Section 2.  Irrespective of the fact that Section 1 (b) of Article VI of the Declaration gives the Association the right to charge reasonable admission and other fees for the use of any recreational facilities situated upon the common properties, this right shall not be exercised as to members for a period of five years from the date of the recordation of the Declaration, and after this period, only upon written approval of two-thirds (2/3) of the entire membership.

            Section 1.  Number.  The affairs of this Association shall be managed by a Board of not less than five (5) nor more than nine (9) Trustees, who need not be members of the Association.

            Section 2.  Election.  At the first annual meeting, which shall be held not later than six months from the date of incorporation of this Association, the members shall elect three Trustees for a term of one year, three Trustees for a term of two years, and three Trustees for a term of three years; and at each annual meeting thereafter the members shall elect three Trustees for a term of three years.

            Section 3.  Removal.  Any Trustee may be removed from the Board, with or without cause, by a majority vote of the members of the Association.  In the event of death, resignation or removal of a Trustee, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

            Section 4.  Compensation.  No Trustee shall receive compensation for any services he may render to the Association.  However, any Trustee may be reimbursed for his actual expenses incurred in the performance of his duties.

            Section 5.  Action Taken Without a Meeting.  The Trustees shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Trustees.  Any action so approved shall have the same effect as though taken at the meeting of the Trustees.

            Section 1.  Regular Meetings.  Regular meetings of the Board of Trustees shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the board.  Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

            Section 2.  Special Meetings.  Special meetings of the Board of Trustees shall be held when called by the president of the Association or by any two Trustees, after not less than three (3) days notice to each Trustee.

            Section 3.  Quorum.  A majority of the number of Trustees shall constitute a quorum for the transaction of business.  Every act or decision done or made by a majority of the Trustees present at a duly held meetings at which a quorum is present shall be regarded as the act of the Board.

  Section 1.  Nomination.  Nomination for election to the Board of Trustees shall be made by a Nominating Committee.  Nominations may also be made from the floor at the annual meeting.  The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Trustees, and two or more members of the Association.  The Nominating Committee shall be appointed by the Board of Trustees prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting.   The Nominating Committee shall make as many nominations for election to the Board of Trustees as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.  Such nominations may be made from among members or non-members.

            Section 2.   Election.  Election to the Board of Trustees shall be by secret written ballot.  At such election the members or their proxies may each cast one vote.  The names receiving the largest number of votes shall be elected.

            Section 1.  Powers.  The Board of Trustees shall have power:

            (a)  To adopt and publish rules and regulations governing the use of the common properties and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;

            (b)  To exercise for the Association all powers, duties and authority vested in or delegated to this Association not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration.

            (c)  To declare the office of a member of the Board of Trustees to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Trustees; and

            (d)  To employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

            Section 2.  Duties.  It shall be the duty of the Board of Trustees:

            (a) To 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 members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote;

            (b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

            (c) As more fully provided herein and in the Declaration;

                        (1) To establish, levy and assess, and collect the assessments or charges referred to in Article VII, of the Declaration, as applicable to the Association; and

                        (2) To send written notice of each assessment to every owner or contract purchaser subject thereto at least thirty (30) days in advance of each annual assessment period.

            (d) To issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether any assessment has been paid.  A reasonable charge may be made by the Board for the issuance of these certificates.  Such certificate shall be conclusive evidence of any assessment therein stated to have been paid;

            (e)  To procure and maintain adequate liability insurance, and to procure adequate hazard insurance on property owned by the Association;

            (f)  To cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate, and

            (g)  To cause any common properties owned by the Association to be maintained.

            Section 1.  The Association shall appoint a Nominating Committee as provided in these By-Laws, and upon termination of the developmental period, shall appoint an Architectural Control Committee to perform the duties and functions described in Article IX, Section 2, of the Declaration.  In addition, the Board of Trustees shall appoint other committees as deemed appropriate in carrying out its purposes, such as:

            Section 2.  It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility.  It shall dispose of such complaints as it deems appropriate or refer them to such other committee, Trustee or officer of the Association as is further concerned with the matter presented.

            Section 1.  Annual Meeting.  The first annual meeting of the members shall be held within six months from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 7:00 o'clock p.m.  If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

            Section 2.  Special Meetings.  Special meetings of the members may be called at any time by the president or by the Board of Trustees, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the entire membership.

            Section 3.  Notice of Meetings.  Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice.  Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

            Section 4.  Quorum.  The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of the entire membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws.  If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

            Section 5.  Proxies.  At all meetings of members, each member may vote in person or by proxy.  All proxies shall be in writing and filed with the secretary.  Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.

            Section 1.  Enumeration of Officers.  The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Trustees, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.

            Section 2.  Election of Officers.  The election of officers shall take place at the first meeting of the Board of Trustees following each annual meeting of the members.

            Section 3.  Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

            Section 4.  Special Appointments.  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.

            Section 5.  Resignation and Removal.  Any officer may be removed from office with or without cause by the Board.  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.

            Section 6.  Vacancies.  A vacancy in any office may be filled in the manner prescribed for regular election.  The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

            Section 7.  Multiple Offices.  The offices of secretary and treasurer may be held by the same person.  No person shall simultaneously hold more than one or any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

            Section 8.  Duties.  The duties of the officers are as follows:

            (a)  The president shall preside at all meetings of the Board of Trustees, shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.

            (b)  The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

            (c)  The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.

            (d)  The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Trustees; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meetings, and deliver a copy of each to the members.

            Section 1.  Creation of the Lien and Personal Obligation of Assessments.   By the Declaration, each members is deemed to covenant and agree to pay to the Developer during the developmental period, and thereafter to the Association:  (1) annual assessments or charges, and (2) special assessments for capital improvements.  The annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made.  Each such assessment, together with such interest and costs of collection thereof (including reasonable attorney's fees) shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due.  The personal obligation shall not pass to his successors in title unless expressly assumed by them:  Provided, however, that in the case of a sale of any lot which is charged with the payment of an assessment or assessments payable in installments, the person or entity who is the owner immediately prior to the date of any such sale, shall be personally liable only for the amount of the installments due prior to said date.  The new owner shall be personally liable for installments which become due on and after said date.

            Section 2.  Purpose of Assessments.  The assessments levied by the Developer or the Association as hereinafter provided shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents in the properties, including without limitation, the construction, establishment, improvement, repair and maintenance of the common properties and services and facilities related to the use and enjoyment of the common properties, the payment of taxes and insurance on the common properties, and the payment of Trustee's fees to the Trustee appointed hereunder.

            Section 3.  Amount of the Annual Assessments.  The amount of the annual assessments shall be as follows:

            (a)  During such time as title to the common properties is held by the trustee, and subject to the provisions of Section 6 of this Article XII each owner shall pay the developer the amount of TEN AND NO/100 DOLLARS ($10.00) per annum per lot (subject to increase pursuant to the provisions of this Section 3 and of Section 4 of this Article XII) which shall be used for the purpose provided in Section 2 of this Article XII and for no others.  The extent of the expenditures for the purposes specified shall be determined by the Developer, subject to the provisions of Article VI, Section 4 of the Declaration.  Said annual assessment amount may be increased during the developmental period by a vote of two-thirds (2/3) of the members voting in person or by proxy, at a meeting duly called for such purpose, written notice of which shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting.

            (b)  Upon termination of the trust and conveyance of the common properties to the Association, each owner shall pay to the Association a maximum annual assessment of TEN DOLLARS ($10.00) per annum per lot (or in the event that said amount has been increased as provided in the preceding subparagraph (a) or in Section 4 of this Article XII, the amount as so increased) subject to the provisions of Section 6 of this Article XII: Provided, that said maximum annual assessment may be increased or decreased by the Association with the consent of two-thirds (2/3) of the members voting in person or by proxy, at a meeting duly called for such purpose, written notice of which shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting.  After consideration of current maintenance costs and future needs of the Association, the Board of Trustees may fix the annual assessment at an amount less than the maximum herein set forth.  The maximum annual assessment may be increased by the Association without the assent of two-thirds (2/3) of the members as provided in Section 4 of this Article XII.

            Section 4.  Increase in Annual Assessments in Conformance with Rise in Consumer Price Index.  From and after January 1, 1970, the amount of the annual assessment may be increased effective January 1 or each year without a vote of the membership, by not more than that amount which reflects the increase, if any, of the U.S. Bureau of Labor Statistics Consumer Price Index (calculated on the base period: 1957-1959 equal 100) for Seattle, Washington, for "Urban Wage Earners and Clerical Workers -- All Items", for the preceding month of August.  Said index establishes the numerical rating for Seattle for the month of August, 1966, as 114.5.  This shall be the base rating.  To determine the percentage by which the annual assessment for each subsequent year may be increased without a vote of the membership, said rating shall be divided into the said Consumer Price Index for the month of August preceding the effective date of the proposed increase.  Said adjustment percentage, if in excess of 100 percentum, shall be multiplied by the initial annual assessment amount provided for herein to determine the maximum amount to which the annual assessment may be increased for the subsequent year without a vote of the membership.

            Section 5.  Special Assessments for CapitalImprovements.  In addition to the annual assessments authorized above, the Association may levy special assessments for capital improvements upon the common properties.    Provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of members voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than 30 days nor more than 60 days in advance of the meeting setting forth the purpose of the meeting.

            Section 6.  Uniform Rate.  Both annual and special assessments shall be fixed at a uniform rate for all lots.

            Section 7.  Quorum for Any Action Authorized Under Sections 3 and 5.  At the first meeting called, as provided in Section 3 and 5 hereof, the presence at the meeting of members or of proxies entitled to cast sixty percent (60%) of all the votes shall constitute a quorum.  If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Section 3 and 5, and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

            Section 8.  Date of Commencement of Annual Assessments:  Due Dates.   As to all lots involved, the liability for the annual assessments provided for in Section 3(a) and (b) of this Article XII shall begin on the first day of the calendar month following the conveyance of the first lot to a homeowner.  Said assessment shall be due and payable on such date and on the first day of January of each succeeding calendar year thereafter.  The first annual assessment shall be adjusted according to the number of months remaining in the calendar year.  The due date of any special assessments under Section 5 hereof shall be fixed by the resolution authorizing such assessment.

            Section 9.  Effect of Non-Payment of Assessments:  Remedies.  If any assessment is not paid within thirty (30) days after it was first due and payable, the assessment shall bear interest from the date on which it was due at the rate of six percent (6%) per annum, and the Developer, the Trustee, or, upon termination of the trust, the Association, may bring an action at law against the one personally obligated to pay the same and/or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be included in any judgment or decree entered in such suit.  No owner shall be relieved of liability for the assessments provided for herein by non-use of the common properties or abandonment of his lot.

            Section 10.  Subordination of the Lien to Mortgages.  The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage (and to the lien of any second mortgage given to secure payment of the purchase price) now or hereafter placed on any lot.  Sale or transfer of any lot shall not affect the assessment lien.  However, the sale or transfer of any lot which is subject to such first mortgage, or purchase money second mortgage pursuant to a decree of foreclosure under such mortgage or in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payments thereof, which became due prior to such sale or transfer.  No sale or transfer shall relieve such lot from liability for any assessments thereafter becoming due or from the lien thereof.

            Section 11.  Exempt Property.  The following property subject to the Declaration shall be exempt from the assessments created therein; (a) all properties dedicated to and accepted by a local public authority; (b) the common properties; and (c) all properties owned by a charitable or nonprofit organization exempt from taxation by the laws of the State of Washington.   However, no land or improvements devoted to dwelling use shall be exempt from said assessments.

            The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member.  The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.

            The Association shall have a seal in circular form having within its circumference the words:  "VICTORIA PARK HOMEOWNERS' ASSOCIATION, INC.", and the words "Corporate Seal Washington 1967" in the form and style as affixed in these By-Laws by the impression of such seal.

            Section 1.  These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum or members present in person or by proxy, except that during the development period, the Developer and the Federal Housing Administration shall have the right to veto amendments.

            Section 2.  In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

            The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the Date of Incorporation.

            These By-Laws were duly adopted by the undersigned member of the Association and the corporate seal thereof affixed as of the 5th day of June, 1968.

                                    (Original signed by: Philip K. Sweikert)

                                    (Original signed by: Dan P. Hungate)

                                    (Original signed by: Richard Morrisson)

                                    (Original signed by: John C. Longheron)