Loading...
1992-21392-Minutes for Meeting July 17,1992 Recorded 6/25/199292-213`)2 MINUTES 0118-0882 DESCHUTES COUNTY BOARD OF COMMISSIONERS 92 JIM 25 AM 8,33 July 17, 1992 R Y SUE PESIH i L.0W Acting Chair Throop called the meeting to order at 10 aGWiT ���� K members in attendance were: Tom Throop and Nancy Pope Schlangen. Also present were: Bruce White, Assistant County Counsel; Brad Chalfant, Property Manager; and George Read, Planning Director. 1. CONSENT AGENDA Consent agenda items before the Board were: #1, signature of Order 92-058 authorizing expenditure of road department funds for construction of emergency access road in Deschutes River Woods and acceptance of Easement for said access; #2, Chair signature of Interagency Agreement with Office of Medical Assistance Programs for Babies Firstt targeted case management; #3, signature of Contract with Capitol Health Care; #4, signature of Amendment to Personal Services Contract with Dr. Geoffrey Hyde; #5, signature of Personal Services Contract with Dr. John A. Rennebohm; #6, appointment of James Cate to Four Rivers Vector Control District Board of Trustees; #7, signature of Resolution 92-051 creating an Imprest Account for Mental Health Acute Unit Program; #8, signature of Order 92-059 rescinding Orders 90-070 and 91-114 which established the Trust Fund in the State Investment Pool pursuant to an Agreement with the State Economic Development Department; #9. signature of tax refund Order 92-060; and #10, reappointment of Donna Owens to the Deschutes County Solid Waste Advisory Committee. THROOP: Would entertain a motion to approve consent agenda items 1-10. SCHLANGEN: So moved. THROOP: I'll second the motion. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused 2. PUBLIC HEARING: ORDER 92-047 FORMING FALL RIVER ESTATES SPECIAL ROAD DISTRICT Before the Board was a public hearing on Order 92-047 which would form the Fall River Estates Special Road District and set an election for November. Bruce White said that he was approached by citizens from the Fall River Estates Homeowners District who wanted to form a special road district to deal with maintenance of their roads, especially a bridge. A H PAGE 1 MINUTES: 6-17-92 �y�P SED 0118-0883 petition was circulated regarding this proposal which contained adequate signatures to bring the issue before the Board. They had also submitted a new tax base and budget. If the Board decided that the area would be benefitted by the formation of a Special Road District, they would set this matter for a November election. Acting Chair Throop opened the public hearing and asked for testimony from those in support of the Special Road District. Bob Lovlien, attorney for the Fall River Estates Association, testified that the Association had asked him to assist them in the formation of a special road district which would encompass Fall River Estates and another half dozen lots which would be benefitted by the road district. When Fall River Estates was first platted, there was a set of building and use restrictions which were imposed on all of the properties within Fall River. Mr. Hoffman had tried to set out some ground rules for the development of Fall River Estates, however there was no mandatory association of homeowners. The residents of Fall River had subsequently formed an Oregon nonprofit corporation known as Fall River Estates Association, Inc. in an effort to accommodate some of the needs of the neighborhood. However, membership in that association was voluntary, so their dues and maintenance assessments were also voluntary. This system had worked well over the years, however the bridge needed repair or perhaps replacement and the voluntary assessments couldn't be counted on. Since there was no mandatory way of collecting money from all of the owners within Fall River Estates, they felt it was necessary to form a special road district for the maintenance of roads as well as to determine what needed to be done about the bridge. By forming the district, it would open up a number of options for dealing with the bridge, i.e. use of state or federal funds, issue bonds, property taxes, etc. It would provide an opportunity for the residents to determine the level of maintenance that they wanted on their roads, to establish a tax base, and to find a solution for the bridge. He felt the purpose of the election was determine whether the owners wanted to form the special road district. Commissioner Schlangen asked what percentage of property owners had signed the petition. Bruce White said he thought it only had to be 15% and the number of signatures had met that obligation. Duane Hilbig, 54864 Jackpine Road, Bend, testified that he was a past chairman of the Association. He said they had spent nearly two years trying to collect an adequate amount of money from the property owners in Fall River Estates, and the response had been from about 40% of the total property owners. They were unable to raise enough money to become a solvent PAGE 2 MINUTES: 6-17-92 organization. In order to take on a task the size of the bridge, which was their main concern, they had to do something outside of their homeowners association, since their By-laws prohibited borrowing money for any reason. They had no way to guarantee how much would be donated from year to year, even if they could borrow money. They felt the only viable solution was the formation of a road district. He expressed concern about what the relationship would be with the County should they form a transportation district. He asked if the County could require public access to private river property. Commissioner Throop answered that if a special road district were formed, the County would have nothing to do with that road district. They would be forming a small municipality for their own subdivision. The residents would determine what happened in the road district not the County. The County was not a partner in the district, and would not place any requirements of the district. Bruce White said special road districts had very limited authority and powers dealing with roads which were set out by state statute. It was not a general purpose governmental entity like the County. Concerning public access to the river, he said that was not one of the powers of a special roads district. If they were accepting some public funding to build the bridge, there might be bridge standards which would have to be met. He said they would be operating within a public right of way, however the Commission had not historically set any standards and had left it to the discretion of the road districts. Commissioner Throop said there were 15-20 road districts in the County and they functioned well when the citizens wanted them to. Duane Hilbig asked if the taxes would be based upon how much money the district needed. Commissioner Throop said the voting citizens would determine the tax base. Duane Hilbig asked if the road district could be dissolved at anytime. Commissioner Throop said there was a dissolution procedure in the law. Bruce White pointed out that the petition which had been submitted including a tax base, and this tax base and the formation question would be on the same ballot in November if the Board so authorized. Duane Hilbig said they had submitted a budget for $7,500 and estimated that would be $1.50 per $1,000 assessed value. Bruce White pointed out that in the future that tax base would remain the same except for the ability of the district to increase it by 6% a year. Anything over that amount would have to go to a vote of the people in the district. Mr. Hilbig said he also understood that the district could ask for anything less than the tax base also, i.e. i f they only needed $2,000 one year. Commissioner Throop PAGE 3 MINUTES: 6-17-92 0118-0885 said that if the initial tax base were approved, it would be up to the elected board to determine whether or not they needed this full amount each year. Bruce White mentioned that the district board would include three members, which would be appointed by the Board of Commissioners. Commissioner Throop said the County Commissioners would normally appoint the board members recommended by the people of the district. Bruce Bennam testified that he felt everyone was in favor of fixing the roads, but they had questions. His property was one of the 14 lots which was not part of Fall River Estates, and he asked if forming the road district would make them part of Fall River Estates? Commissioner Throop said it would not make them part of Fall River Estates, however it would make them part of the road district if their property fell within the described boundary. Mr. Bennam asked if they would have the right to vote? Commissioner Throop said he would have the right to vote in road district proceedings but not association proceedings. Mr. Bennam asked if giving money to the association would automatically make him a member of the association and whether forming a district would be considered a land use. Bruce White said the formation of the district would have no bearing on the property owners use of their own property. The district's only authority would be dealing with the roads. Mr. Bennam asked if the members of the district selected a bridge which met state standards, would the County have a problem with a single lane bridge with a foot path on the side? Bruce White said he thought the rural fire protection district in the area should be consulted regarding the adequacy of the bridge, but the County would not have a concern if it met state standards. Commissioner Throop said the County Public Works Department would need to be a participant in the design of the bridge because it was a public way, however he assured him that the County would be a cooperative participant. Commissioner Schlangen said she didn't think the state or the fire district would agreed to a one -lane bridge. Mr. Bennam asked why the bridge could not be paid for by assessments on each of the lots. Commissioner Throop said the Local Improvement District (LID) was a another means for financing construction and was not incompatible with the formation of a district. The district could use an LID to pay for bonds for the bridge. There would also be other financing alternatives which might be available to the District. Bruce White said LIDs were a separate financing mechanism whereby the County would go through a hearings process similar to this to establish the need for an LID where the improvements would be financed by the County's ability to sell bonds. There would be a lien placed on each property which would be paid back over a ten-year period. Evan Pruitt, 15084 River Loop Dr. E, Bend, current chairman of the association, testified that there were six members of PAGE 4 MINUTES: 6-17-92 0118-0886 their Board of Directors who were unanimously in support of the formation of the road district. He asked if a road district could apply for a Bancroft loan? Bruce White said they would have to go through the LID process in order to use the Bancroft bonds for financing. Commissioner Throop said one of the difficulties for financing through an LID was that it was only available for capital improvements and could not be used for on-going maintenance. Bruce White pointed out that after an LID was completed, the County could take over the maintenance of the roads if they had been brought up to County standards. Commissioner Throop said that LIDs were generally formed to bring the roads up to the County standard so that the County could take ownership and maintenance of the roads. It would be significantly more expensive to bring these roads up to County standard than to form a road district. Duane Hilbig said they had talked with a banker regarding the possibility of a Bancroft loan, and the minimum amount they would consider was around $200,000 while they only needed $30,000-$50,000. Bruce White said Bancroft loans were for major capital projects. Acting Chair Throop asked if there was any testimony from opponents to the formation of the road district. Lyle Hoffman testified that he was the subdivider of Fall River Estates and had built the bridge, under discussion, in 1962. He was in favor of some way to get the bridge back. He felt there was a better way. They had changed the By -Laws of Fall River Estates Association to require mandatory dues and the assessment would be set by the Association Board of Directors. He felt that an assessment of $200 per lot would compile enough money to build the bridge without involving the state or the county. Bruce White pointed out that the past association president had testified that dues were not mandatory but voluntary. He said they would still have to comply with any standards set by the state or the fire district since it was in a public right of way. Mr. Hoffman said they had intended to build the bridge according to the "rules and regulations." Commissioner Throop asked if Mr. Hoffman felt the citizens of this district should have the opportunity to make the decision on which of the alternatives was best? Mr. Hoffman said yes. Gene Gifford testified that he didn't know if he was in favor or opposed to the district since he had received conflicting information. He would prefer not getting involved with any government agencies if possible, because it usually resulted in less local control. He had been a member of the association and had paid the assessments and dues. He expressed concern that only those people who were residents of PAGE 5 MINUTES: 6-17-92 0118-088'7 the area would be allowed to vote on the formation of the district, while a number of the property owners lived outside the district. He was not a permanent resident of Deschutes County, so other people would be able to determine whether or not the district were formed and how much he would be assessed, and he would have no control. Commissioner Throop pointed out that Mr. Gifford could elect to declare his Fall River Estates residence as his primary residence, and then he would be eligible to vote in the road district election. Commissioner Schlangen pointed out that he would have some control over the district because he would be able to vote for the district board members. Mr. Gifford said he understood that but was concerned that the 35 people who lived in the area would be making the decision for the 100+ lot owners. He also asked, if they improved the bridge and road, would the County plow the roads, etc.? Commissioner Throop said the County could only spend money to maintain roads which had been brought up to County standards and had been deeded to the County. So if the road district decided to bring the roads up to County standards and dedicate the roads to the County, the County could take over maintenance. Otherwise, it would still be the responsibility of the road district. Mr. Gifford asked what the process was from this hearing on. Mr. White said that if the Board determined that the property owners could benefit from the formation of a road district, they would send the issue for a November election. Nothing happened between this meeting and the November election except the County Clerk would draw up a ballot title and put the formation of the district and the proposed tax base as one question on the ballot for the November election. The people in the proposed district boundary would then vote to decide whether they wanted to form a road district. Then the County Commissioners would appoint a three-member board recommended by the members of the district. Mr. Gifford asked what would happen if between now and November, the people in the area came up with another way of financing the bridge? Bruce White said the election could not be withdrawn, however the residents of the proposed district could vote "no" on the formation of the district. Ken Kellogg, 15077 Fall River, testified that he had been chairman of the association three times. Collecting the dues voluntarily had resulted in 33% participation. They had changed the By-laws of the association to say dues and assessments were mandatory, however he asked how these dues could be collected from those who would not pay? Commissioner Throop referred the question to Bob Lovlien. Bob Lovlien said the simple answer was that they couldn't. He had advised the Board of the Association that this change in the By-laws had no force and effect, and they could not require people who did not volunteer to be members of the association to pay dues. The change in the By-laws was just an attempt by the PAGE 6 MINUTES: 6-17-92 Association to get the owners who lived out of state to pay for the improvements which the locals residents were paying already paying for. He said if the property owner voluntarily joined the association, then the association could place a lien on their property for not paying dues or assessments. Ray Perkins didn't feel that any district should be formed until they knew exactly what the costs would be to fix the bridge. Acting Chairman Throop closed the public hearing. He said the burden on the Board was to determine whether the proposed area could benefit from a road district. If the determination was that it could benefit, the election was set and the residents could then decide. SCHLANGEN: I propose that the defined area will be benefitted by a special road district and set for an election in November. THROOP: I'll second the motion. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused Commissioner Schlangen suggested to Mr. Perkins that between now and the November election, he meet with his fire district, the County Road Department, and the State of Oregon for guidelines on what would be required to repair/replace their bridge. Then they could get an estimate of the costs to fix the bridge, and thereby the cost per lot owner. Bruce Bennam asked if the bridge fell into the river, if the County had any emergency funds to help out. Commissioner Throop said the County did not have funds to replace their bridge, and they needed to solve their own bridge problems. Lee Perkins asked if the road district was formed, would the assessment be for one year or over a period of time? Commissioner Throop said it depended on what the citizens of the district wanted to do. 3. FINDINGS & DECISION ON BYRAM ROAD AND BEAR CREEK PROPERTY - continued to the following week. 4. FILING AS INTERVENOR IN PACIFICORP RELICENSE Before the Board was an intervenor in Hydroelectric Dam. PAGE 7 MINUTES: 6-17-92 a request for Deschutes County to file as PacifiCorp Relicense of the Bend 0118--0889 SCHLANGEN: I move that we file as intervenor in the PacifiCorp Relicense of the Bend Hydroelectric Dam. THROOP: I'll second the motion. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused 5. ACCOUNTS PAYABLE VOUCHERS Before the Board was approval of accounts payable vouchers in the amount of $87,119.80. SCHLANGEN: Move approval upon review. MAUDLIN: Second the motion. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused 6. RIGHT OF WAY LICENSE TO USE LAND Before the Board was signature of a License to Use Land which would allow Pacific Northwest Development Corporation to landscape a portion of County property near the Providence Subdivision. SCHLANGEN: I move signature. THROOP: I'll second the motion. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused 7. GRANT AGREEMENT WITH MARINE BOARD AND USFS Before the Board was signature of a Grant Agreement with the Marine Board and the U.S. Forest Service to fund the installation of composting toilets at Cultus Lake. SCHLANGEN: I move signature of grant agreement. THROOP: Second the motion. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused PAGE 8 MINUTES: 6-17-92 M 0118-0890 REAPPOINTMENTS TO BICYCLE ADVISORY COMMITTEE Before the Board was reappointment of Nils Eddy, Karen Swirsky and Susan Bonacker to the Deschutes County Bicycle Advisory Committee. SCHLANGEN: I move reappointment. THROOP: I'll second that with enthusiasm --three outstanding members there. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused SUPPORT FOR LCDC SECONDARY LANDS PACKAGE George Read came before the Board to see whether the Board wanted to go on record as supporting the LCDC secondary lands package. LCDC was currently having public hearings around the state on the secondary lands issue. There would be another LCDC hearing before it was adopted, so the County would have another opportunity to comment. From the Farm Committee recommendations, he said the definition of "commercial agriculture" wouldn't apply to a significant portion of the County's EFU-20 zone and possibly a small portion of the EFU- 40 zone. Resolving that would be difficult through the farm lands section of the Goal 3 periodic review, and existing farm lots could end up non -buildable. He felt it was important for the County to recognize the need for secondary lands. As proposed, the secondary lands amendment, would amend Goals 3 and 4 to allow for, in Goal 3, three types of agricultural land: primary, important, and small-scale agriculture. The definition of these categories would come after the goal amendment and during rule making. The "primary would" be the better farm lands and there would probably be limited amounts of primary lands in Deschutes County. The second category would include our existing farm zones. The third category would be small scale agriculture where a dwelling would probably be a matter of right. The Forest lands would either be forest or small scale forest which would be secondary lands. This would allow some loosening of the less productive or more impacted forest lands. He felt the County should go on record early that this issue should be pursued by the LCDC. Commissioner Throop said he felt George Read had stated the issue very well. It was a general proposal and he felt the County should be on record supporting the evolution of a secondary lands proposal. Commissioner Schlangen agreed, and said there would be time to address any specific concerns as the process developed. PAGE 9 MINUTES: 6-17-92 0118-0891 SCHLANGEN: I move that we present a letter of support for the secondary lands amendment --Goals 3 and 4. THROOP: Second the motion. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused The Board asked George to sign the letter and present it at the hearing. Acting Chair Throop adjourned the meeting of the Deschutes County Board of Commissioners and convened the meeting as the Governing Body of the Deschutes County Extension and 4-H Service District. 10. TRANSITION AGREEMENT WITH OSU Before the Board was signature of an Agreement with OSU agreeing to accept the transfer of an existing OSU employee (4-H Program Assistant) to the District. SCHLANGEN: I move signature of transition agreement. THROOP: I'll second the motion. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused Acting Chair Throop adjourned the meeting of the Governing Body for the Deschutes County Extension and 4-H Service District and adjourning as the Governing Body of the 7th Mountain County Services District. 11. ORDER 92-061 ELIMINATING BANCROFT BOND REDEMPTION FUND Before the Board was signature of Order 92-061 eliminating the 7th Mountain County Service District Bancroft Bond Redemption Fund and the transfer of the remaining $7,486.14 to the general fund of the district. SCHLANGEN: I move signature of Order 92-061. THROOP: I'll second the motion. VOTE: THROOP: YES SCHLANGEN: YES MAUDLIN: Excused PAGE 10 MINUTES: 6-17-92 DATED this ,;, qday of Commnissioners of Deschutes C ATT T: ZA Recording Secretary PAGE 11 MINUTES: 6-17-92 0118.0892 1992, by the Board of , vita,. araa. , f ommiss 'N'Ancy P?JDOScglangeh, COmmissipner ��&IC14U-60 Dick Maudlin, Chairman PUBLIC HEARING SPEAKERS' LISTING 0118--0893 PUBLIC HEARING TOPIC: �� jr-k,16� Luz DATE: TIME: /` Q 1. 2. NAME ADDRESS CITY ZIP 3. ,L; - -- 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.- 15. 16. 17. 18. 19. 0118-0894 BY-LAWS OF FALL RIVER ESTATES ASSOCIATION, INC. ARTICLE I INDEMNIFICATION Section 1. NAME: The name of this corporation is FALL RIVER ESTATES ASSOCIATION, INC., hereinafter referred to as "Association". Section 2. PRINCIPAL OFFICE: The principal office of the Association shall be in Deschutes County, Oregon. ARTICLE II PURPOSE AND POWERS Section 1. PURPOSE: The primary purpose of the Association shall be to administer the upkeep and maintenance of common facilities, including roads, etc., for the use of the owners in Fall River Estates, Deschutes County, Oregon, and do whatever is necessary, incidental, or advisable to accomplish and promote its purposes, except carrying on a business for trade or profit, and shall do all that is authorized under the laws of Oregon and necessary in the discretion of the Board of Directors then sitting to control the corporation. Section 2. POWERS: In the accomplishment of the purposes and objectives of this Association, the expenditure of funds therefore shall be strictly limited to the assets on hand, and there shall be no pledge of the credit of the corporation. ARTICLE III MEMBERSHIP Section 1. Membership in the Association shall be mandatory and limited to the owners of the properties constituting Fall River Estates, and Fall River Estates Special Road District, Deschutes County, Oregon, or to those persons purchasing such properties under contract of sale. The owner or contract purchaser of each lot shall be entitled to one (1) vote. The ownership or purchase of more than one lot entitles the said owner or purchaser to one (1) vote for each lot he or she may have. - 1 - BY-LAWS (RSL:FALL08) Holmes Hurlev Brvanr L wLen M Lvnch 40 N.W. Greenwood P.O. Box 1151 Bend, Oregon 97709-1151 (503) 382-4331 Fax(503)389-3386 4 ARTICLE IV 01.18-0895 MEETINGS Section 1. ANNUAL MEETING: There shall be one (1) annual meeting of the membership within a period of one (1) week.before or after Memorial Day of each year. Written notice will be given by the Secretary to each member not later than two (2) weeks prior to said meeting. At this meeting, Directors to serve for the ensuing year, commencing July 1st, shall be elected. Section 2. SPECIAL MEETINGS: Special Meetings may be called at any time by the Chairman -General Manager, the majority of the Board of Directors, or by forty percent (40%) of the members. Notices of any special meetings shall be issued not less than thirty (30) days prior to date set. Section 3. QUORUM: Fifty percent (50%) of the membership in residence shall constitute a quorum. A simple majority thereof shall be sufficient to pass any regular resolution. ARTTCT,R V DIRECTORS Section 1. GENERAL: There shall be six (6) Directors each of whom shall serve a term of two (2) years. The Directors shall be selected by positions numbering one thru six. Three (3) positions will be terminated each with the remaining three (3) serving for a second term to maintain continuity. The Directors shall choose one of the second term Directors as Chairman for the ensuing year, or from the membership of the Fall River Association. The Secretary -Treasurer shall be selected by the Directors from one of the three (3) newly selected Directors. This Board of Directors shall have full authority over the Association and shall select and remove all officers, agents and employees, describing their powers and duties and shall conduct, manage and control the affairs and business of the Association and Special Road District, make any other rules and regulations not inconsistent with the law, with the Articles of Incorporation, these By -Laws, or the Restrictive Covenants, and shall have any power that is normally vested in a Board of Directors of a non-profit corporation. No Director shall serve more than two (2) consecutive years. Each year, the six (6) Directors shall, from among themselves, appoint a Director to serve on the Fall River Special Road District for a term of three (3) years. The Board of Directors shall then advise the Deschutes County Board of - 2 - BY-LAWS (RSL:FALL08) Holmes Hurlev Brvant L-ovIten M Lvnch 1I'pllR :,',ILA,% 40 N.W. Greenwood P.O. Box 1151 Bend, Oregon 97709-H51 (503) 382-4331 Fax (503) 389-3386 Commissioners of their nominee to fill the vale QW6 will occur each year on the Special Road District Board of Directors. The Board of Directors shall also nominate from among themselves three (3) persons to serve on the initial Board, of Directors of the Special Road District who will serve in terms of one (1), two (2) and three (3) years each. Section 2. VACANCIES: Vacancies on the Board of Directors may be filled by the remaining Directors, and the replacement shall serve until the next regular election. Section 3. MEETINGS: The Board of Directors shall hold a regular meeting immediately after each annual meeting for organizational election of officers and transaction of business. Any other meetings shall be upon two (2) weeks written notice from the Chairman -General Manager or any three (3) Directors. ARTICLE VI OFFICERS Section 1. The officers of the Association shall be a Chairman -General Manager and a Secretary -Treasurer, to be elected by the Board of Directors, and shall hold office until they resign or their successors shall be elected and qualified, or they shall be removed from office. The Chairman -General Manager shall be chosen from the Board of Directors. ARTICLE VII ASSESSMENTS Payment of assessments to fulfill the functions of this Association shall be mandatory. Assessments shall be set by the Board of Directors and payable at the rate of one (1) assessment per lot owned. ARTICLE VIII AMENDMENTS By -Laws may be amended or repealed by a of the members present at any regularly Association, provided a quorum is present as IV, Section 3. - 3 - BY-LAWS (RSL:FALL08) two-thirds (2/3) vote called meeting of the set out in Article Holme; Hurlev Brvam L vlien M Lynch o-r,mmN 40 N.W. Greenwood P.O. Box 1131 Bend, Oregon 97709-1131 (303) 382-4331 Fax (503) 389-3386 0118-089'7 ARTICLE IX INDEMNIFICATION Section 1. The Corporation shall indemnify each of its directors and officers to the fullest extent possible under the Oregon Nonprofit Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including, without limitation, attorneys' fees) incurred or suffered by such person by reason of or arising from the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation who are not directors or officers with the same scope and effect as the indemnification provided in this section 1 to directors and officers. The indemnification provided in this section 1 shall not be exclusive of any other rights to which any person may be entitled under any statute, bylaws, agreement, resolution of Members or directors, contract or otherwise. Section 2. Each director or uncompensated officer of the Corporation shall have no personal liability to the Corporation or its Members for monetary damages for conduct as a director or officer, provided this Section 2 shall not eliminate or limit the liability of a director or officer for (i) any breach of the director's or officer's duty of loyalty to the Corporation or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) any unlawful distribution; (iv) any transaction from which the director or officer derived an improper personal benefit; or (iv) any other act or omission specified by the provisions of the Oregon Nonprofit Corporation Law, as the same exists or may hereafter be amended. No subsequent repeal of or amendment to this Section 2 shall adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or amendment. DATED this day of - 4 - BY-LAWS (RSL:FALL08) Holmes Hurlev Bivant L vl(en M Lunch , 199 40 NAV. Greenwood P.O. Box 1151 Bend, Oregon 97709-1151 (503) 382-4331 Fax (503) 389-3386