BY-LAWS

OF

DOCKSIDE HOMEOWNERS ASSOCIATION

The name of this corporation is:

		DOCKSIDE HOMEOWNERS ASSOCIATION

hereinafter referred to as the "Association". The principal

office of the Association shall be located at:

		1132 North 128th Street
 		Post Office Box 33368
 		Seattle, Washington 98133

but meetings of members and trustees may be held at such places

within the State of Washington, as may be designated by the

Board of Trustees.

ARTICLE II.

Definitions

Section 1. "Association" shall mean DOCKSIDE HOMEOWNERS

ASSOCIATION, its successors and assigns.

Section 2. "Developer" shall mean OSBERG CONSTRUCTION COMPANY,

and any successors or assigns.

Section 3.  "Properties" shall mean that certain real property

described in the Plat of Dockside at Lake Kitsap, records of

Kitsap County. Washington, and such additions thereto as may

hereafter be brought within the jurisdiction of the Association.

Section 4.  "Common Properties" shall mean:

		(a) Lot 7 and any adjoining pier or float in

		Kitsap Lake.

		(b)Landscapinq, signinq and any lightinq thereof

		within the dedicated rights-of-ways at the entrances

		to the Plat from Harlow Drive and Price Road.

[1]

(c) Landscaping, footpath and any lighting therof

within the dedicated right-of-way between Lots 23 and 23.

Section 5.  "Lot" shall mean and refer to any plot of land

shown upon any recorded subdivision map of the Plat of Dockside

at Lake Kitsap.

Section 6.  "Member" shall mean every person or entity who

holds a membership in the Association.

Section 7.  "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.

Section 8.  The term "Real Estate Contract" shall not include

an earnest money receipt and agreement and the terms "contract

seller" and "contract purchaser" shall not include the parties

to any such earnest money receipt and agreement.

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

Kitsap County Recorder.

Section 10. "Declarant" shall mean and refer to OSBERG CONSTRUCTION
 
COMPANY, its successors and assigns.

ARTICLE III.

Membership and Votinq Riqhts

Section 1. Membership:  Every person or entity who is the

contract purchaser or record owner of a fee interest in any

lot or lots which are subject by covenants or record to assess-

ment 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 held jointly by two (2) or more

[2]
persons, the several owners of such interest shall designate

one (1) of their number as the "member". The foregoing is

not intended to include persons or entities who hold an inter-

est merely as security for the performance of an obligation.

No lot shall have more than one (l) membership.  Membership

shall be appurtenant to and may not be separated from ownership

of or the contract purchaser's interest in any lot which is

subject to assessment by the developer or the Association.

Upon transfer of the fee interest to, or upon the execution and

delivery of a contract for the sale of (or of an assignment of

a contract purchaser's interest in) any lot, the membership and

certificate of membership in the Association shall ipso facto

be deemed to be transferred to the grantee, contract purchaser,

or new contract purchaser, as the case my be.  Ownership of or

a contract purchaser's interest in 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

annual or special assessment, the voting rights and right to

use of the common properties and 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 one hundred eighty (180) days, for any

and each 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:  The Association shall have two (2)

classes of membership.
Class A.  Class A members shall be all those owners
[3]

with the exception of the Declarant, as set for in Article

III, Section I hereof.  Class A members shall be entitled

to one (1) vote for each lot in which they hold an interest

required for membership by Article III. Section 1 hereof.

When more than one person holds such interest in any lot.

all such persons shall be members.  The vote for such lot

shall be exercised as they among themselves determine, but

in no event shall more than one (1) vote be cast with

respect to any lot.

Class B.  The Class B member shall be the Declarant.

The Class B member shall be entitled to three (3) votes for

each lot in which Declarant holds the interest required

for membership by Article III. Section I hereof, provided

that the Class B membership shall cease and be converted

to Class A membership on the happening of anyone of the 

following events, whichever occurs earlier:

(a)  When the total votes outstanding in the Class A

membership equals the total votes outstanding in the

Class B membership;

(b)  On the first day of January. 1997; or

(c)  On a date selected by Declarant.

ARTICLE IV.

Property Rights, Rights of Enjoyment

Section 1.  Each member shall be entitled to the use and enjoy–

ment of the common property and facilities as provided in the

Declaration. Any member may delegate his right of enjoyment of 

the common property and facilities to the members of his family 

or his tenants who reside on the property, and, subject to 

regulation by the Board of Trustees, to his temporary guests.

(4)

Such members 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.

ARTICLE V.

Board of Trustees, Selection, Term of Office

Section 1.  Number: The affairs of this Association shall be

managed by a Board of three (3) 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 (6) months from the date of incorpora-

tion of this Association, the members shall elect one (1) Trustee

for a term of one (1) year; one (1) Trustee for a term of two

(2) years; and one (1) Trustee for a term of three (3) years;

and at each annual meeting thereafter, the members shall elect

one (1) Trustee for a term of three (3) 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 compensa-

tion for any service 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

[5]

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 a meeting of the Trustees.

ARTICLE VI.

Meetings of Trustees

Section 1.  Regular Meetings:  Regular meetings of the Board of

Trustees shall be held annually without notice, at such place

and hour as may be fixed from time to time by resolution of the

Board.

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 (2) 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 meeting at which a quorum is present shall be

regarded as the act of the Board.

ARTICLE VII.

Nomination and Election of Trustees

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 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

[6]

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 their vote in accordance with the

voting rights provisions herein. The names receiving the

largest number of votes shall be elected. There shall be no

cumulative voting.

ARTICLE VIII.

Powers and Duties of the Board of Trustees

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

power:

	(a)  To adopt and publish rules and regulations

	governing the use of the common property and facili-

	ties, 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 or reserved to the membership by other

	provisions of these By-Laws, the Articles of Incorp-

	oration, 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, or independent contractors.

	or such other employees as they deem necessary and to 

	prescribe their duties.

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

(a)  To cause to be kept a complete record of all

of its acts and corporate affairs and to present

a statement thereof to the member 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:

(i)  To establish, levy, assess, and collect

the assessments or charges referred to in

Article IV of the Declaration as applicable

to the Association; and

(ii)  To send written notice of each assess-

ment 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 persons, a certificate

setting forth whether any assessment has been paid.

A reasonable charge may be made by the Board for

issuance of these certificates.  Such certificates

shall be conclusive evidence of any assessment

therein stated to have been paid.

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(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 and 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.

ARTICLE IX.

Committees

Section 1.  The Board of Trustees shall appoint a Nominating

Committee, as provided in the By-Laws, and upon termination of

the developmental period, shall appoint an Architectural Con-

trol Committee to perform the duties and functions described

in Article V of the Declaration.  In addition the Board of

Trustees may appoint other committees as deemed appropriate in

carrying out its purposes.

Section 2.  It shall be the duty of each committee to receive

complaints from members on any matter involving the Association's

functions, duties, and activities within its field of responsi-

bility.  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.

ARTICLE X.

Meeting of Members

Section 1.  Annual Meeting:  The first annual meeting of the 

members shall be held within six (6) months from the date of 

incorporation of the Association, and each subsequent regular

annual meeting of the members shall be held in each succeeding

[9]
year on the first Saturday of May at 2:00 P.M., unless changed by 

a vote of the membership

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

fifteen (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 represented.

Section 5.  Proxies:  At all meeting 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 interest in a lot.
					[10]		
ARTICLE XI.

Officers and Their Duties

Section 1.  Enumeration of Officers:  The officers of this

Association shall be 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 follow-

ing 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 author-

ity, 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.

[11]
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.  President:  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.  Vice President:  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.  Secretary:  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.  Treasurer:  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's books to be made

[12]
by a public accountant at the completion of each fiscal

year; and shall prepare an annual budget and statement of
 
ncome and expenditures to be presented to the membership at 

its regular annual meeting, and deliver a copy of each to the

members.

ARTICLE XII.

Assessments

Section 1.  Each Class A member is deemed to covenant and agrees

to pay to the Association:

(a)  Annual assessments or charges,

(b)  Special assessments for capital improvements.

The annual and special assessments, together with such interest

thereon and cost 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

or contract purchaser 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 or a contract for

the sale of (or an assignment of a contract purchaser's interest

in) any lot which is charged with the payment of an assessment

or assessments payable in installments, the person or entity who
is the owner or contract purchaser immediately prior to the date
of any such sale, contract or assignment shall be personally
liable only for the amount of the installments due prior to said

date.  The new owner or contract purchaser shall be personally

liable for installments which become due on and after said date.

Declarant, as a Class B member, is deemed to covenant and agrees

to pay to the Association one third (1/3) of the annual assessments
[13]

payable by Class A members and/or special assessments for

each lot owned by Declarant on January 1st of each year.

Section 2.  Purpose of Assessments:  The assessments shall be

used exclusively for the purpose of promoting the recreation,

health, safety and welfare of the residents of 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, and the payment of taxes and insurance

on the common properties.

Section 3.  Special Assessments for Capital Improvements:  In

addition to the annual assessments authorized above, the

Association may levy special assessments for capital improvements

upon the common properties.  Any such levy by the Association

shall be for the purpose of defraying in whole or in part, the

cost of any construction or reconstruction, or replacement of a
described capital improvement upon the common properties, including the necessary fixtures and personal property related thereto; provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class 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 thirty (30) days, nor more than sixty (60) days in advance

of the meeting setting forth the purpose of the meeting.

Section 4.  Uniform Rate:  Both annual and special assessments

shall be fixed at a uniform rate for all lots owned by Class A 
members and for one-third (1/3) such rate for all lots owned by

Class B members.

Section 5.  Date of Commencement of Annual Assessments; Due

Dates:  As to each particular lot involved, the liability for 

the annual assessments shall begin on the first day of the

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calendar month following the date of any deed or contract of

sale for the lot, or on the first day of the calendar month

following occupancy of the premises, whichever is earlier.

Said assessment shall be due and pro-rated for the remaining 

portion of the calendar year and on the first day of January of 

each year thereafter.  The due date of any special assessment

under Section 4 hereof, shall be fixed by the Resolution author-

izing such assessment.

Section 6. 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 twelve percent (12%)

per annum, and 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 suit shall be included in any judgment

or decree entered in such suit. No owner or contract purchase

shall be relieved of liability' for the assessments provided for

herein. by non-use of the common property or abandonment of his lot.

Section 7.  Assessment Rates:  Until the first day of January,

1988, there shall be no assessment.  From the first day of

January, 1988 until December 31, 1988, the annual assessment on

al1 lots within the Plat of Dockside shall not exceed Thirty Six

Dollars ($36.00) per lot annually.

(a)	From and after January 1, 1989 and until

December 31, 1989, the maximum annual assessment

may be increased not more than five percent (5%)

above the maximum assessment for the previous year

by the Board of Trustees without a vote of the 

membership.

(b)	From and after January 1, 1990, the maximum

[15]
annual assessment may be increased five percent

(5%) by a vote of two-thirds (2/3) of each class of members

who are voting in person or by proxy, at a meeting duly 

called for this purpose.

(c)  The Board of Trustees may fix the annual

assessment at an amount not in excess of the maximum.

Section 8.  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)

hereafter placed on any lot.  Sale or transfer of any lot shall

not affect the assessment lien.  No sale or transfer shall

relieve such lot from liability for any assessments thereafter

becoming due or from the lien thereof.

ARTICLE XIII.

Books and Records

The books, records and papers of the Association shall at all

times, during reasonable business hours, be subject to inspec-

tion by any member.  The Declaration, Articles of Incorporation,

and the By-Laws of the Association shall be available for

inspection by a member at the principal office of the

Association,where copies may be purchased at a reasonable cost.

ARTICLE XIV.

Corporate Seal

The association shall have a seal in circular form, having within

its circumference the words:

DOCKSIDE HOMEOWNERS ASSOCIATION
a Washington non-profit corporation

and the words “Corporate Seal Washington, 1988” in the form and

style affixed in these By-Laws by the impression of such seal.

[16]

ARTICLE XV.
General Provisions

Section 1.  Enforcement:  The Association, or any owner, shall

have the right to enforce, by any proceeding at law or in

equity, all restrictions, conditions, covenants, reservations,

liens and charges now or hereafter imposed by the provisions of

the Declaration.  Failure by the Association or by any owner to

enforce any covenant or restriction therein contained shall in

no event be deemed a waiver of the right to do so thereafter.

Section 2.  Severability:  Invalidation of anyone of the

covenants or restrictions by judgment of Court order shall in

no wise affect any other provisions which shall remain in full

force and effect.

Section 3.  Amendment:  The By-Laws of the Association may be

amended, from time to time, by the vote of a majority of the

total membership votes then outstanding:  PROVIDED, HOWEVER, any

amendment within seven (7) years from the date of the Declaration

shall require the approval of Declarant. Any such amendment shall

first be submitted to the Board and if approved by the Board or

if requested by twenty percent (20%) or more of the members shall

be submitted to the members at an annual or special meeting

called for said purpose.  

Section 4.  Annexation:  Additional residential property and

common area may be annexed with the consent of two-thirds (2/3)

of each class of members.

Section 5.  FHA/VA  Approval:  As long as there is a Class B 

membership, the following actions will require the prior approval  

of the Federal Housing Administration or the Veterans Administra-

tion; annexation of additional property, dedication of common 

Areas; and amendment of the Declaration of Covenants, Conditions 

and Restrictions.

Section 6. Conflict! Control:  In case of any conflict between
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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.

ARTICLE XVI.

Miscellaneous

The fiscal year of the Association shall begin on the first day

of January and end on the thirty-first day of December of every

year except that the first fiscal year shall begin on the date

of incorporation.

ARTICLE XVII.

Date of Adoption

These By-Laws were duly adopted by the Association and the

Corporate seal thereof affixed on the 20th day of January, 
1988.

					DOCKSIDE HOMEOWNERS ASSOCIATION

					By s/ Allan F. Osberg_________
					   Allan F. Osberg, President

ATTEST:

s/ Grant T. Osberg
      
Grant T. Osberg, Secretary

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