There is hereby created an association to be called DUBERRY HILLS HOMEOWNERS ASSOCIATION (referred to hereinafter as the "Association")
The Association shall be a nonprofit corporation formed and operated pursuant to Title 24 and Chapter 64 38, Revised Code of Washington In the event of any conflict between this Declaration and the Articles of Incorporation or Bylaws for such nonprofit corporation, the provisions of this Declaration shall prevail.
Each Owner of a Lot in the Project (including Declarant) shall be a member of the Association and shall be entitled to one membership for each Lot so owned Ownership of a Lot shall be the sole qualification for membership in the Association
The Association membership of each Owner (including Declarant) shall be appurtenant to the Lot giving rise to such membership, and shall not be assigned, conveyed, pledged or alienated in any way except upon the transfer of title to said Lot and then only to the transferee of title to such Lot Any attempt to make a prohibited transfer of membership shall be void Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association appurtenant thereto to the new Owner thereof.
The Association shall have two classes of voting membership:
(a) Class A members shall be all Owners except the Declarant. Class A members shall be entitled to one vote for each Lot owned;
(b) The Class B members shall be the Declarant, which shall be entitled to fifty (50) votes for each Lot owned.
The Class B membership shall cease and be converted to Class A membership on the happening of the first of the following events:
(a) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, or
(b) The date when Declarant's management powers terminate, as provided in Section 5.2.
In determining whether any given proposition shall have been approved by the membership, the total number of Class A and Class B votes shall be combined and the appropriate percentage applied against that combined number. If Declarant elects to annex Additional Lands pursuant to Section 16.1, the total number of votes shall be increased by the applicable number for the Lots in such annexed Additional Lands.
Except as provided in Section 4.4.1 above, the total voting power of all Owners shall equal the number of Lots at any given time and the total number of votes available to Owners of any one Lot shall be one (1) vote.
Bylaws for the administration of the Association and the Project and to further the intent of this Declaration, may be adopted or amended by the Owners at a regular or special meeting, provided, that the initial Bylaws shall be adopted by Declarant In the event of any conflict between this Declaration and any Bylaws, the provisions of this Declaration shall prevail.