BY-LAWS OF EVERGREEN COMMUNITY ASSOCIATION

ARTICLE I
NAME
The name of the corporation is The Evergreen Community Association.

ARTICLE II
DEFINITIONS
Section 1. Association shall mean and refer to the Evergreen Community Association, its
successors and assigns.
Section 2. Evergreen shall mean that geographical area located within the City of
Woodbury, in Washington County, on plat maps filed with Washington County and
containing the following properties:
all Lots within Woodbury Pines, 1st through 14th Addition.
Section 3. Common Area shall; mean all real property within Evergreen other than
homeowners Lots.
Section 4 Lot shall mean and refer to any plot of land within Evergreen and designated
as such and shown upon any recorded subdivision map of the Properties with the
exception of the Common Areas.
Section 5. Owner shall mean and refer to the record owner, whether one or more
persons or entities, of the fee simple title to any Lot which is within Evergreen, including
contract sellers, but excluding those having such interest merely as security for the
performance of an obligation.
Section 6. Restrictive Covenants as used herein, shall mean those recorded covenants,
restrictions and reservations to which the Lots in Evergreen are subject, by reason of their
having been established and recorded by the developer of Evergreen. This term shall also
include any subsequent restrictive covenants to which any lots in Evergreen may properly
become subject to in the future.
Section7. Recorded means recorded at the Washington County Recorders office.
Section 8. Member shall mean and refer to those persons entitled to membership as
provided in the Articles of Incorporation of the Association and who meet the conditions for
membership as specified in that same document.

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Section 9. Voter shall have the meaning given it in Article VI of the Articles of
Incorporation,
entitled VOTING RIGHTS
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the Members shall be held
within one (1) year from the date of incorporation of the Association, and each subsequent
regular annual meeting of the Members shall be held on such date and at such place as
shall be designated by the Board of Directors in a notice of annual meeting to be furnished
to the Members in the manner required in these Bylaws.
Section 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 twenty-five percent
(25%) of all of the Voters who are entitled to vote.
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
delivering or mailing a copy of such notice, postage prepaid, at least ten (10) and no more
than thirty (30) days before such meeting to each Member and Members mortgagee, if
any, entitled to vote thereat. Such notice will be mailed or delivered to the Members
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, also the purpose of the meeting.
Section 4 Quorum. The presence at the meeting, either in person or by proxy, of Voters
entitled to cast fifteen percent (15%) of the votes of all Voters entitled to vote shall
constitute a quorum for any action except as may otherwise be provided in the Articles of
Incorporation, the Restrictive Covenants, or these Bylaws. If such quorum shall not be
present at any meeting, the Voters present and 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 shall be present or represented.
Section 5 Proxies. At all meetings of Members, each Voter 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 become invalid upon conveyance by the Member of his or her Lot.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 Number The affairs of the Association shall be managed by a Board of nine (9)
Directors, who are Members of the Association.
Section 2. Term of Office. Within ninety (90) days of the filing of the Articles of
Incorporation, the Members shall meet to elect a Board of Directors consisting of nine (9)
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resident Members. Three (3) Directors shall be elected for terms of one (1) year, three (3)
Directors shall be elected for terms of two (2) years and three (3) Directors shall be elected
for terms of three (3) years. At each annual meeting thereafter the Members shall fill any
vacancies on the Board of Directors for a term of three (3) years.
Section 3. Removal. Any Director may be removed from the Board, with or without cause,
by a majority vote of Voters present at a duly called meeting at which a quorum is present.
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.
Section 4. Compensation. No Director shall receive compensation for serving as a
director of the Association. However, any Director may request reimbursement for actual
expenses incurred in the performance of his or her duties. Directors wishing to assure
reimbursement should obtain approval of the expenditure prior to incurring it.
Section 5. Action Taken Without a Meeting. The Board shall have the right to take any
action in the absence of a meeting of the Directors that it could take at a meeting through
the written approval of all the Directors. Any action so taken shall have the same effect as
though taken at a meeting of the Directors.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by
a Nominating Committee. Nominations also may be made from the floor at the annual
meeting of Members. The Nominating Committee shall consist of a Chairperson, who shall
be a member of the Board of Directors, and two (2) or more Members who need not be
members of the Board of Directors. The Nominating Committee shall be appointed by the
Board of Directors prior to each annual meeting of Members and shall serve until the close
of the next annual meeting. The Nominating Committee shall make as many nominations
for election to the Board of Directors as in shall in its discretion determine, provided that it
shall nominate at least one person for each vacancy. Such nominations are to be made
from among Members.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At
such election Voters or their proxies may cast, in respect to each vacancy, one vote per
Lot owned. The persons receiving the largest number of votes shall be elected.
ARTICLE VI
MEETING OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held at
least quarterly, at such time and place as may be fixed from time to time by resolution of
the Board. If a meeting falls upon a legal holiday then that meeting shall be held at the
same time on the same day of the week next following which is not a legal holiday, absent
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the setting of a different time by directors at a prior Board meeting or by unanimous

resolution in writing.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when
called by the President of the Association, or by any two (2) Directors, after not less than
three (3) days notice to each Director.
Section 3. Quorum. Five (5) Directors shall constitute a quorum for the transaction of
business. Every act or decision done or made by a majority of the Directors present at a
duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE VII
THE BOARD OF DIRECTORS: POWERS,DUTIES AND RESTRICTIONS
Section 1 Powers. The Board of Directors shall have power.
(a) To adopt and publish rules concerning the Association and how its business and affairs
shall be conducted, and how its Members shall qualify and shall conduct themselves, and
concerning use of the Common Areas, if any; and to establish penalties for infractions
thereof. Such rules shall be deemed adopted ninety days after notice of them is published,
unless the Members, at an Annual or Special Meeting of the Members, vote to amend or
repeal such proposed rule or regulation.
(b) To propose to Members for adoption at any Annual or Special meeting of Members,
uniform requirements or restrictions governing the use of the Lots in Evergreen. Notice of
any such proposal and of the meeting at which it is to be considered shall be delivered to
all Members, and, where practical, shall set forth or summarize such proposed
requirements. Notice of any such proposed meeting shall be given at least thirty (30) days
before such meeting but no more than sixty (60) days before such meeting;
(c) To suspend the voting rights of a Member during any period in which such Member
shall be in default in the payment of any sum owed the Association. Such rights also may
be suspended for infractions of published rules and regulations;
(d) To exercise for the Association all powers, duties and authority vested in or delegated
to the Association and not reserved to Members by other provisions of these Bylaws, the
Articles of Incorporation, or the Restrictive Covenants;
(e) To declare the office of a member of the Board of Directors to be vacant in the event
such Director shall be absent from three (3) consecutive regular meetings of the Board of
Directors;
(f) To appoint officers of the Association; and
(g) To hire one or more employees, such as a manager, or to contract with one or more
independent contractors or agents as it shall deem necessary or appropriate, and to
prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors
(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 Members, or at any
special meeting of Members;
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(b) To supervise all officers, agents and employees of the Association, and to determine
that their duties are properly performed;
(c) To fix the amount of the annual membership fee which shall be used exclusively for the
purposes of the Association;
(d) To cause to be sent or delivered, written notice of each annual membership fee to
every Member at least thirty (30) days in advance of each due date; if such fee is not paid
within thirty (30) days after the due date, such Owner(s) shall cease to be a Member;
provided that any such. Owner may reapply for membership, and upon paying the required
fee together with any late payment penalty, be reinstated;
(e) To procure and maintain adequate liability and hazard insurance;
Where appropriate, to cause officers or employees having fiscal responsibilities to be
bonded;
(f) Through the Architectural Control Committee, to interpret and enforce the Restrictive
Covenants applicable to all Lots, and, in the event of violations thereof, to work with such
Lot Owners to correct such violations, and to take such actions to enforce compliance
therewith, and to take such remedial actions as are more fully described in Article IX of the
Bylaws, under the heading Architectural Control Committee.
ARTICLE VIII
OFFICERS and THEIR DUTIES
Section 1. Enumeration of Officers. The officers of the Association shall be a President, a
Vice-President, who both shall at all times be members of the Board of Directors, a
Secretary, a Treasurer, and such other special officers as the Board may, from time to time
by resolution create, who need not be members of the Board of Directors; 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 2. Election of Officers.. The election of officers shall normally take place at the first
meeting of the Board of Directors following each annual meeting of Members.
Section 3. Term. The officers of the Association shall be ejected annually by the Board and
each shall hold office for one (1) year or until their successor is duly elected, unless he or
she shall sooner resign, or shall be removed, or shall otherwise become disqualified to
serve.
Section 4. 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 5. 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 she or he replaces.

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Section 6. 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 1 of this Article.
Section 7. Duties. The duties of the officers are as follows:
(a) PRESIDENT The President shall conduct the business of the Association; 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, contracts, and other
written instruments; shall co-sign all checks and promissory notes; and shall perform such
other acts as are necessary or appropriate in conducting the affairs of the office of
President.
(b) VICE-PRESIDENT The Vice-President shall act in the place of the President in the
event of the Presidents absence, inability, or refusal to act, and shall exercise and
discharge such other duties as may be required by the President or the Board.
(c) SECRETARY The Secretary shall record the votes and keep the minutes of all
meetings and proceedings of the board and of the Members; shall serve notice of
meetings of the Board and of the Members; shall keep appropriate current records
showing the Members of the Association together with their addresses; and shall perform
such other duties as required by the President or the Board.
(d) TREASURER The Treasurer shall receive and deposit in appropriate bank accounts
all moneys of the Association and shall disburse such funds as directed by resolution of
the Board of Directors; shall sign all checks and promissory notes of the Association; shall
keep proper books of account; 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 shall deliver a copy of each to the Members and to any First Mortgagees
who shall request the same.
Section 8 Compensation. No Officer shall receive compensation for serving as an officer
of the Association. However, any Officer may request reimbursement for actual expenses
incurred in the performance of his or her duties. Officers wishing to assure reimbursement
should obtain approval of the expenditure prior to incurring it.
ARTICLE IX
COMMITTEES
Section 1. The Board of Directors shall appoint a Nominating Committee and an
Architectural Control Committee and may appoint one or more other committees including
the following:
General Provisions: Unless otherwise provided herein, Each Committee shall consist of a
Chairperson and at least one (1) or more Members and shall include a member of the
Board of
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Directors. The Committees shall be appointed by the Board of Directors subsequent to

each
annual meeting of Members to serve until after the next annual meeting of Members and
until
their successors have been duly appointed.
Nominating Committee: Shall have the duties and functions to make nominations for
election to the Board of Directors of the Association as described in Article V of these
Bylaws, and such other functions as the President or the Board, in their discretion, shall
determine.
Maintenance Committee: Shall advise the Board of Directors on all matters pertaining to
the maintenance, repair, or improvement of any Common Areas and shall perform such
other functions as the President or the Board, in their discretion, shall determine.

Architectural Control Committee: Subject to Board oversight and approval, the Committee
shall have all of the powers conferred upon it under the Restrictive Covenants. Among
other things, it shall be responsible for interpreting and enforcing the Restrictive Covenants
applicable to all Lots and, in the event of violations thereof, to work with such Lot Owners
to correct such violations. Subject to Board approval, the Committee shall have the
authority to institute and maintain proceedings against any party who has or is violating or
attempting to violate the Restrictive Covenants in order to prevent such violation, to
recover damages or to pursue any other lawful remedies short of forfeiture of any Lot or
structure thereon, all as such Committee shall deem necessary or appropriate.
Civic Liaison Committee: Shall work closely with city and county offices to monitor plans
and programs that may impact the value or character of the Evergreen neighborhood or
the areas surrounding Evergreen. It will keep the Board of Directors advised of such
activities and recommend action to be taken by the Board in regards to those city or county
government activities. It shall also perform other such functions as the President or the
Board, in their discretion, shall determine.
Communications Committee: Shall work with the Board of Directors, Association officers,
and committees to communicate information on issues of importance to the Members.
The committee shall be responsible for notifying Members of scheduled meetings as
provided for in these Bylaws. The committee shall also cause to be published and
distributed the Evergreen Directory to all Members who are not in arrears on their annual
Association fee or any other sums due the Association. The committee shall perform other
such functions as the President or the Board, in their discretion, shall determine.
Social Committee: Shall develop programs and activities designed to promote a
harmonious community atmosphere. Proposals for such programs will be submitted to the
President for review and approval before they are enacted. The social committee shall
also perform other functions as the President or the Board, in their discretion, shall
determine.
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Safety Committee: Shall watch for unsafe or potentially dangerous conditions or situations
in and around the Evergreen neighborhood. The safety committee shall develop programs
and activities to raise the awareness among Members of such situations and make
recommendations to the Board regarding actions to be taken to reduce or eliminate such
unsafe conditions. The committee shall also develop programs to promote safety within
and around Evergreen and may perform other functions as the President or the Board, in
their discretion, shall determine.
Section 2. Each Committee shall have the power to appoint a subcommittee from among
its membership and may delegate to any such subcommittee any of its powers, duties, and
functions.
Section 3. It shall be the duty of each Committee to receive complaints, suggestions and
inquiries from Members on any matter involving Association functions, duties, and
activities within its area of responsibility. It shall handle such complaints, suggestions and
inquiries as it deems appropriate by referring them to an appropriate officer of the
Association or to the Board as required in these Bylaws or by handling them within the
Committee as may be appropriate.
Section 4. Compensation No Committee Member shall be entitled to compensation for
serving on any such Committee. However, Committee Members may request
reimbursement for actual expenses incurred in the performance of his or her duties.
Members wishing to assure reimbursement should obtain approval of the expenditure
before incurring it.
ARTICLE X
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable
hours, be subject to inspection by any Member or First Mortgagee. The Restrictive
Covenants, the Articles of Incorporation and their Bylaws shall be available for inspection
by any Member at the principal office of the Association, where copies may be purchased
at reasonable cost.
ARTICLE XI
NO CORPORATE SEAL
There shall be no corporate seal.
ARTICLE XII
DISSOLUTION
The Association may be dissolved by a vote of a majority of Voters present provided that a
minimum of seventy five percent (75%) of all the Voters entitled to vote are present in
person or by proxy. Upon dissolution of the Association, other than incident to a merger or
consolidation, the assets of the Association shall be returned to the Members on a pro-rata
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basis, or dedicated to an appropriate public agency to be used for purposes similar to

those for which the Association was created. In the event that such dedication is refused
acceptance, such assets shall be given to any nonprofit corporation, association, trust or
other organization to be devoted to similar purposes. No such disposition of the
Associations assets shall be effective to divest or diminish any right or title of any member
vested in him or her under the Restrictive Covenants unless made in accordance with the
provisions of such Restrictive Covenants.
ARTICLE XIII
MISCELLANEOUS
Section 1. Fiscal year: 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.
Section 2. Authority to borrow. encumber assets: No director, officer, agent, or Member
shall have any power or authority to borrow money on behalf of the Association, or to
pledge its credit or to mortgage, pledge or encumber its personal or real property except
within the scope and to the extent of the authority delegated by Board resolution, and, in
any event, shall not be authorized to do so in an amount greater than five thousand dollars
($ 5,000) on any one instance of borrowing, absent the granting of further authority by
Voters at any meeting of the Members.

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