ARTICLE IV: BOARD OF DIRECTORS.
Section 1. General Powers. The business and affairs of the corporation shall be managed by its board of directors.

Section 2. Initial Directors. The members of the initial board of directors shall serve for an initial term until 95% of the lots defined in Article H Paragraph 16 of the Articles of Incorporation have had single family residences constructed thereon or have been occupied as residences, or until March 30, 2005, whichever first occurs. Any vacancy occurring in the initial board of directors, regardless of the cause therefore, shall be filled by the action of the remaining directors on the board. Upon the expiration of the initial term of the initial board of directors, three directors shall be elected. One director shall be elected for a term of two, years and two directors shall be elected for a term of one year. The term of such directors shall end on the day of the month on which the annual meeting of members is held; provided that in any event each of such directors shall serve a term of at least one full year. Thereafter, at the expiration of the term of each of such directors, a director shall be elected for a term of two years to fill the vacancy. In any event, each director shall serve until a successor is elected and qualified and shall be elected at an annual meeting of members.

Section 3. Change in Number. Tenure and Qualifications. The number of directors may be increased or decreased consistent with statutory requirements and subject to the provisions of this Article IV by amendment to these Bylaws. After the initial term of directors ends, no person shall thereafter be qualified to be elected as director of this corporation or to continue to hold office as director of this corporation unless such person is a member of this corporation, except that an employee of a corporation which is a member or a person who is a partner of a partnership which is a member or an employee of a partnership which is a member shall be qualified to serve as a director of this corporation. Except as provided in the Articles of Incorporation and unless removed in accordance with the provisions of these Bylaws, each director shall hold office until the second annual meeting of the members after the meeting at which he was elected and until his successor shall have been elected and qualified.

Section 4. Election. A person receiving the most votes at an election of directors shall be elected regardless whether such person receives a majority. If more than one director is to be elected at a meeting then each director shall be elected separately so that, for example, the first vacancy shall be filled by election before the nominations are closed and the election is held for the second vacancy. Nominations shall be made separately for each vacancy, may be made by committee appointed by the president and may be made from the floor.

Section 5. Regular Meetings. Without other notice than this bylaw, a regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of members. The board of directors may provide by resolution the time and place, within the state of Washington as the place for holding any other regular meetings of the board of directors or committees called by them. In addition the president or any director may call a special meeting of the board of directors.

Section 6. Notice. Written notice of special meetings of the board of directors stating the time and place thereof shall be given at least two (2) days prior to the date set for such meeting by the person authorized to call such meeting of the secretary of the corporation either by personal delivery to each director OF by telegram. If mailed, the notice shall be deemed to be given when deposited in the United States mail, postage prepaid, so addressed to the director. If notice is given by telegram, the notice shall be deemed given when the telegram is delivered to the telegraph company for transmission. If no place for such meeting is designated in the notice thereof, the meeting shall be held at the registered office of the corporation. Any director may waive notice of any meeting at any time. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting except where the director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of any business at any meeting of directors.

Section 8 Manner of Acting. The act of the majority of the directors present at a meeting or adjourned meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the Articles of Incorporation or these Bylaws.

Section 9. Removal. At a special meeting of the membership called for that purpose, any one or more of the board of directors may be removed from office with or without cause by a majority vote of the membership. Except until the initial term of the directors has expired if any one or more directors is so removed, new directors may be elected at this same meeting.

Section 10. Vacancies. Any vacancy occurring in the board of directors, including a vacancy occurring by removal during the initial term of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office Any directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors for a term of office continuing only until the next election of directors by members.

Section 11. Architectural Control. The directors of this corporation shall act as the architectural control committee described in the Declaration of Protective Covenants for Vintage Hills as described in Article II Paragraph 8, and 9 of the Articles of Incorporation.