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BYLAWS OF

Willow Creek Heights Homeowners Association

ARTICLE I

Name and Location

1.1 The name of this Association is Willow Creek
Heights Homeowners Association, hereinafter referred to as the
“Association”. The principal office of the Association shall be located
in Washington, Clackamas or Multnomah County, but meetings of members
and Directors may be held at such places as may be designated by the
Board of Directors.

ARTICLE II

Definitions

2.1 “Association” shall mean and
refer to Willow Creek Heights Homeowners Association, its successors
and assigns.

2.2 “Common Area” shall mean all
real property, including easements, owned by the Association for the
common use and enjoyment of the Owners as set forth in the Declaration
of Covenants, Conditions and Restrictions. It shall also include any
improvements such as fencing, monuments, landscaping (including
irrigation system(s) and lighting installed as common property within
said real property and easements).

2.3 “Declaration” shall mean and
refer to the Declaration of Covenants, Conditions and Restrictions
(“CC&Rs”) of Willow Creek Heights appropriately recorded in
Washington County, Oregon.

2.4 “Lot” shall mean and refer to
any plot of land shown upon any recorded subdivision map of the
properties with the exception of the common area. In the event a
platted lot is divided in accordance with the applicable governmental
ordinances, rules and regulations and the provisions of the
reservations, restrictions and covenants applicable to said lots, the
term lot shall include each lot which results from the division of the
platted lot.

2.5 “Maintenance” as used herein,
only in the context of the Homeowners Association obligations,
“maintenance” includes repair, replacement, and upkeep of the common
area(s), including without limitation, any structures, drainage
systems, lighting systems, and irrigation systems; all acts of
maintenance and repair shall be held to the “as good as or better than
the improvement which was initially constructed” standard.

2.6 “Member” shall mean and refer
to those persons entitled to membership as provided in the Declaration.

2.7 “Owner” shall mean and refer
to the record owners, whether one or more persons or entities, of the
fee simple title to any lot which is a part of the properties,
including contract sellers, but excluding those having such interest
merely as security for performance of an obligation.


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2.8 “Properties” shall mean and
refer to that certain real property described in the Declaration of
Covenants, Conditions and Restrictions of Willow Creek Heights
Homeowners Association and such additions thereto as may hereafter be
brought within the power and jurisdiction of the Association in
accordance with the provisions of the Willow Creek Heights Covenants,
Conditions and Restrictions.

ARTICLE III

Meetings of Members

3.1 Annual Meetings. The first
annual meeting of the Members shall be held within one (1) year from
the date of the Tumover Meeting.

3.2 Special Meetings. Special
meetings of the Members may be called at any time by the President or
by the Board of Directors, or upon written request of Members who are
entitled to vote one-fourth (1/4) of all votes of the Association.
Fractional vote requirements shall be rounded up to the next full vote.

3.3 Notice of Meetings. Written
notice of each meeting of the Members shall be given by, or at the
directions of, the Secretary or person authorized to call the meeting,
by mailing a copy of such notice, postage paid, at least fifteen (15)
days before such meeting, to each Member entitled to vote there at,
addressed to the Member’s address last appearing on the books of the
Association for the purpose of notice. Such notices shall specify the
place, day and hour of the meeting and in the case of a special
meeting, the purpose of the meeting. Fractional vote requirements shall
be rounded up to the next full vote.

3.4 Quorum. The presence at the
meeting of Members entitled to cast, or of proxies entitled to cast,
one-fourth (1/4) of the votes of the Association shall constitute a
quorum for any action except as otherwise provided in the Declaration
or these Bylaws. If, however, such quorum shall not be present or
represented at any meeting, the Members entitled to vote at said
meeting shall have the limited 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 represented. The quorum for the
Turnover Meeting shall be set at the number of Members in attendance.

3.5 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. All proxies shall be
revocable and shall automatically cease upon conveyance by the member
of his lot.

3.6 Voting Rights of Members.
Each lot shall be entitled to one vote.

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ARTICLE IV

Board of Directors Selection and
Term of Office

4.1 Number. A Board of Directors
consisting of five (5) Directors shall manage the affairs of this
Association. Director positions shall be open to only one owner per
Lot, regardless of the number of owners named on that Lot. Prior to
first annual meeting, West Hills Development may appoint any number of
Directors from 1 through 5, at their discretion, in accordance with the
CC&R’s.

4.2 Term of Office. At the first
annual meeting the members shall elect five (5) Directors. Those
Directors shall be elected for terms of one (1) for one year, two (2)
for two years and two (2) for three years. Elected Directors will draw
for terms at their first meeting. At each subsequent annual meeting,
the members shall elect a Director for three-year terms.

4.3 Removal. Any Director may be
removed from the Board, with or without cause, by a majority vote of
the Members of the Association present at a duly called Meeting of the
Members. The quorum provision for a Meeting of Members shall apply. In
the event of death, resignation or removal of a Director, his or her
successor shall be selected by the remaining Members of the Board and
shall serve for the unexpired term of his or her predecessor.

4.4 Compensation. No Director
shall receive compensation for any service he or she may render to the
Association. However, any Director may be reimbursed for his or her
actual expenses incurred in the performance of his or her duties.

4.5 Action taken Without a Meeting.
The Directors 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 Directors. Any action so approved shall have the
same effect as though taken at a meeting of the Directors.

ARTICLE V

Nomination and Election of Directors

5.1 Nomination. Nominations for
election to the Board of Directors shall be from among Members either
in writing or in person at a duly called Meeting of Members.

5.2 Election. Election to the
Board of Directors shall be by secret written ballot. At such election
the Members or their proxies may cast, in respect to each vacancy, as
many votes as they are entitled to exercise under the provisions of the
Declaration. The persons receiving the largest number of votes shall be
elected. Cumulative voting is not permitted.


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ARTICLE VI

Meetings of Directors

6.1 Regular Meetings. Regular
meetings of the Board of Directors shall be held as needed without
notice, at such place and hour as may be fixed from time to time by the
Board, or as may be called by the President.

6.2 Special Meetings. Special
meetings of the Board of Directors shall be held when called by the
President of the Association, or by any three (3) Directors, after not
less than three (3) days notice to each Director, or as otherwise
agreed to by the members.

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

ARTICLE VII

Powers and Duties of the Board of
Directors

7.1 Powers. The Board of
Directors shall have power to:

(A). Adopt and publish rules and regulations
governing use and maintenance of the Common Area related facilities;
maintenance of landscaping and irrigation system including the fencing
and monuments located within easements, the personal conduct of the
Members and their guests on the Common Area and facilities; and to
establish fines and penalties for the violation thereof;

(B). Suspend the voting rights of a Member and the
right of a Member to use the Common Area and facilities 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 a period not to exceed sixty (60) days
for violation of any published rules and regulations.

(C). Exercise for the Association all powers,
duties and authority vested in or delegated to this Association and not
reserved to the membership by other provisions of these Bylaws or the
Declaration;

(D). Declare the office of a member of the Board of
Directors to be vacant in the event such member shall be absent from
three (3) consecutive regular meetings of the Board of Directors; and

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

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7.2 Duties. It shall be the duty
of the Board of Directors to:

(A). 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 Members possessing
one-fourth (1/4) of the total votes of the Association. Fractional vote
requirements shall be rounded up to next full vote;

(B). Supervise all officers, agents and employees
of the Association, and see that their duties are properly performed;

(C). As more fully provided in the Declaration, to:

(1). Fix the amount of the annual assessment
against each Lot at

least thirty (30) days in advance of each annual
assessment period;

(2). Send written notice of each assessment to
every Owner subject

thereto at least thirty (30) days in advance of
each annual assessment period; and

(3). Foreclose by lien against any property for
which assessments are not paid within ninety (90) days after due date
or to bring an action at law against the Owner personally obligated to
pay the same.

(D). Issue, or to cause an appropriate officer to
issue, open demand by any persons, a certificate setting forth whether
or not any assessment has been paid. The Board may make a reasonable
charge for issuance of these certificates. If a certificate states an
assessment has been paid, such certificate shall be conclusive evidence
of such payment;

(E). Procure and maintain adequate liability and
hazard insurance on property owned by the Association.

(F). Cause all officers or employees having fiscal
responsibilities to be bonded or insured, as it may deem appropriate;

(G). Provide for the maintenance, repair or
replacement of the Common Areas and related facilities including
landscaping, irrigation systems(s), fencing and monuments located
within the easements;

(H). Administer a reserve account if one is
established.

ARTICLE VIII

Officers and Their Duties

8.1 Enumeration of Officers. The
officers of this Association shall be a President, Secretary/Treasurer,
and such other officers as the Board may from time to time by
resolution create. The Treasurer, if a separate office, does not have
to be a member of the Board of Directors.


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8.2 Election of Officers. The
election of officers shall take place at the first regular meeting of
the Board of Directors following each annual meeting of the Members.
8.3 Term. The officers of the Association shall be elected annually by
the Board and shall each hold office for one (1) year unless he or she
shall sooner resign, or shall be removed, or otherwise disqualified to
serve.

8.4 Special Appointments. The
Board may elect such other officers as the affairs of the Association
may require, each of who shall hold office for such period, have such
authority, and perform such duties as the Board may from time to time
determine.

8.5 Resignation and Removal. The
Board may remove any Officer from office with or without cause. Any
officer may resign at any time 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,
the acceptance of such resignation shall not be necessary to make it
effective.

8.6 Vacancies. 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 her or her replaces.

8.7 Multiple Offices. The offices
of Secretary and Treasurer may be held by the same person. No person
shall simultaneously hold more than one (1) of any of the other offices
except in the case of special offices created pursuant to Section 4 of
this Article.

8.8 Duties. The duties of the
officers are as follows:

(A). President: The President
shall preside at all meetings of the Board of Directors; 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). Secretary. Shall record
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.

(C). Treasurer. Shall receive
and deposit in appropriate bank accounts all monies of the Association
and disburse such funds as directed by resolution of the Board of
Directors; sign all checks and promissory notes of the Association;
keep proper books of account; cause all tax returns and other
governmental reports to be timely prepared and filed; and shall prepare
an annual budget and a statement of income and expenditures to be
presented to the membership at its regular annual meeting and deliver a
copy of each to the members. These duties may be delegated by Board
approval to management agent.

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ARTICLE IX

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 and Bylaws 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.

ARTICLE X

Assessments

As more fully provided in the Declaration, each
member is obligated to pay to the Association annual and special
assessments that are secured by a lien upon the property against which
the assessment is made. Any assessments that are not paid within thirty
(30) days after the due date shall bear interest from the due date at
the rate of twelve (12) percent per annum. A one-time late charge of
10% of the delinquent amount shall be charged, on the first of the
month after the due date, in addition to the interest rate. The
Association may bring an action at law against the property for the
collection of all interest, costs and reasonable attorney’s fees for
any such action and any appeal thereof, all of which shall be added to
the amount of such assessment. No Owner may waive or otherwise escape
liability for the assessments provided for herein by non-use of the
Common Area or abandonment of his or her lot.

ARTICLE XI

Amendments

11.1 These Bylaws may be amended, at regular or
special meeting of the members, by a majority vote of the total votes
in the Association by use of the U.S. Mail. At least 3D-days prior to a
meeting being called for this purpose, a copy of the proposed amendment
will be mailed to all homeowners.

11.2. In the case of any conflict between the
Declaration and these Bylaws, the Declaration shall control.

ARTICLE XII

The fiscal year of the Association shall begin on the
first day of January and end on the 31st day of December every year,
except that the first fiscal year shall begin on the date of
establishment of the Association as set forth by the recording date of
the Articles of Incorporation.

ARTICLE XIII

As used herein, the singular shall include the plural
and the plural the singular. The masculine and neuter shall each
include the masculine, feminine and neuter, as the context requires.
All captions used herein are intended solely for convenience of
reference and shall in no way limit any of the provisions of this
document.


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IN WITNESS WHEREOF, we being all the initial Directors
of Willow Creek Heights Homeowners Association, have hereunto set our
hands this 1 st day of February 2001.

Willow Creek Heights Homeowners
Association Board of Directors

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