Rules Committee, Bylaws
BYLAWS
OF
SILVER FIRS HOMEOWNERS ASSOCIATION PHASE II
The
principal office and place of business of the corporation in the state of
Washington shall be located at 2320 130th Avenue N.E., 1200, Bellevue,
Washington 98005.
The
corporation may have such other offices within or without the state of
Washington as the Board of Directors may designate or the corporation may
require from time to time.
2.1
“Association” shall mean Silver Firs Homeowners Association Phase II,
a Washington nonprofit corporation, its successors and assigns.
2.2
“Board” shall mean the Board of Directors of the Association as
provided for in these Bylaws.
2.3
“Common Area” shall mean all real Property (including the
improvements thereto) owned by the Association for the common use and enjoyment
of the Owners, and shall in all events exclude each Platted Lot.
2.4
“Declarant” shall mean Centex Real Estate Corporation, Washington
State Division, and its successors and assigns if such successors or assigns
should acquire more than one undeveloped Lot from the Declarant for the purpose
of development and by written instrument in recordable form be specifically
assigned the rights and duties of Declarant.
2.5
“Declarations” shall mean the Declaration of Covenants, conditions
and Restrictions for Silver Firs Phase II and any amendments thereto.
2.6
“Platted Lot(s)” shall mean any plot of land described in and shown
on any recorded subdivision map of the Properties, excluding Common Areas and
areas deeded to governments or public agencies.
2.7
“Unplatted Lot(s)” shall mean any plot of land described in and shown
on any unrecorded subdivision map or survey map of the Properties, excluding any
Common Areas contained in such maps.
2.8
“Lot(s)” shall mean both Platted Lot(s) and Unplatted Lot(s).
2.9
“Owner” shall mean the record owner, whether one or more persons or
entities, of a fee simple title to any Lot in the Properties including any
person or entity holding a vendee’s interest under a real estate contract for
the sale of any such Lots, but excluding those having such interest merely as
security for the performance of an obligation.
2.10
“Properties” shall mean Silver Firs Phase II as defined in the
Declaration including such additional property as may hereafter be brought
within the jurisdiction of the Association.
ARTICLE 3
NUMBER OF DIRECTORS
The initial
Board of Directors of this corporation shall consist of three (3) directors, and
thereafter of no less than five (5) directors.
Section 4.1
Classes of Members. The
membership of the corporation shall consist of two classes of members, to be
designated as “Class A” members and “Class B” Members.
Section 4.2
Class A Members. Class
A members of the corporation shall be all Owners except Declarant.
Section 4.3
Class B Members. Class
B members of the corporation shall be Declarant or his successors and assigns as
defined in the Declaration.
Section 4.4
Termination of Membership. Membership
of any Class A or Class B member terminates when the member no longer holds any
right, title or interest in any Lot in the Properties.
Section 4.5
Annual Meeting. The
first annual meeting of the members shall be held within one year from the date
of incorporation of the Association, and each subsequent regular annual meeting
of the members shall be held on the same day of the same month of each year
thereafter. If the day fixed for
the annual meeting shall be a legal holiday in the state of Washington, the
meeting shall be held on the next succeeding business day.
Section 4.6
Special Meetings. Special
meetings of the members for any purpose or purpose unless otherwise prescribed
by statute may be called by the president, by the Board, or by the written
request of the members who are entitled to vote one-fourth (1/4) of all the
votes of the Class A membership.
Section 4.7
Place of Meetings. Meetings
of the members shall be held at either the principal office of the corporation
or at such other place within or without the state of Washington as the Board or
the president may designate.
Section 4.8
Membership List. At
least ten (10) days before each meeting of the members, the officer or agent
having charge of the membership list of the corporation shall prepare an
alphabetical list of all members who are entitled to vote at the meeting or any
adjournment thereof, with the address of each member.
Such alphabetical membership list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
member, member’s agent or member’s attorney during the whole time of the
meeting. Failure to comply with the
requirements of this bylaw shall not affect the validity of any action taken at
the meeting. Under no circumstances
may the membership list be sold to third parties.
Section 4.9
Notice of Meetings. Written
or printed notice stating the date, time and place of a meeting of members and,
in the case of a special meeting of members, the purpose or purposes for which
the meeting is called, shall be given by or at the direction of the president,
the secretary, or the officer or entitled to notice of or to vote at such
meeting, not less than ten (10) days and not more than sixty (60) days before
the meeting. Except that notice of
a meeting to act on an amendment to the Articles of Incorporation, a plan of
merger, a proposed sale, lease, exchange or other disposition of all or
substantially all of the assets of the corporation other than in the usual
course of business, or the dissolution of the corporation shall be given not
less than twenty (20) days and not more than sixty (60) days before the meeting.
Written notice may be transmitted by:
mail, private carrier or personal delivery; telegraph or teletype; or
telephone, wire or wireless equipment which transmits a facsimile of the notice. Such notice shall be effective upon dispatch if sent to the
member’s address, telephone number, or other number appearing on the records
of the corporation.
If an
annual or special members, meeting is adjourned to a different date, time or
place, notice need not be given of the new date, time or place if the new date,
time or place is announced at the meeting before adjournment unless a new record
date is or must be fixed. If a new
record date for the adjourned meeting is or must be fixed, however, notice of
the adjourned meeting must be given to persons who are members as of the new
record date.
Section
4.10 Waiver or
Notice. A member may waive any
notice required to be given under the provisions of these Bylaws, the Articles
of Incorporation or by applicable or after the date and time stated therein.
A valid waiver is created by any of the following three methods:
(a) in writing signed by the member entitled to the notice and delivered
to the corporation for inclusion in its corporate records, (b) by attendance at
the meeting, unless the member at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; or (c) by failure to
object at the time of presentation of a matter not within the purpose or
purposes described in the meeting notice.
Section
4.11 Manner of
Acting: Proxies. A member may
vote either in person or by proxy. A
member may vote by proxy by means of a proxy appointment form which is executed
in writing by the member or by his or her duly authorized attorney-in-fact.
All proxy appointment forms shall be filed with the secretary of the
corporation before or at the commencement of meetings.
No unrevoked proxy appointment form shall be valid after eleven (11)
months from the date of its execution unless otherwise expressly provided in the
appointment form. No proxy
appointment may be effectively revoked until notice in writing of such
revocation has been given to the secretary of the corporation by the member
appointing the proxy.
Section
4.12 Participation by Conference Telephone.
At the discretion of the Board, members and proxies may participate in a
meeting of the members by any means of communication by which all persons
participating in the meeting can hear each other during the meeting, and
participation by such means shall constitute presence in person at the meeting.
Section
4.13 Quorum. At any
meeting of the members, attendance by forty (40) percent of all the members
entitled to vote on a matter shall constitute a quorum of that voting group for
action on that matter. Once a
member is present or represented at a meeting, other than to object to holding
the meeting or transacting business, the member is deemed to be present for
purposes of a quorum for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be fixed for the adjourned
meeting. At such reconvened
meeting, any business may be transacted which might have been transacted at the
adjourned meeting. If a quorum
exists, action on a matter is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
a different vote is required by express provision of law or of the Articles of
Incorporation or of these Bylaws.
Section
4.14 Voting for
Directors. Unless otherwise
provided in the Articles of Incorporation, in any election of directors, the
candidates elected are those receiving the largest numbers of votes cast by the
members entitled to vote in the election, up to the number of directors to be
elected by such members.
Section
4.15 Action by
Members Without a Meeting. Any
action which may or is required to be taken at a meeting of the members may be
taken without a meeting if one or more written consents setting forth the action
so taken shall be signed, either before or after the action taken, by all the
members entitled to vote with respect to the subject matter thereof.
Action taken by written consent of the members is effective when all
consents are in possession of the corporation, unless the consent specifies a
later effective date. Whenever any
notice is required to be given to any member of the corporation pursuant to
applicable law, a waiver thereof in writing, signed by the person or persons
entitled to notice, shall be deemed equivalent to the giving of notice.
ARTICLE 5
BOARD OF DIRECTORS
Section 5.1
General Powers. The
business and affairs of the corporation shall be managed by its Board of
Directors.
Section 5.2
Number, Tenure and Qualification.
The number of directors not set forth in Article 3 of these Bylaws may be
increased or decreased from time to time by amendment to or in the manner
provided in these Bylaws. No
decrease, however, shall have the effect of shortening the term of any incumbent
director unless such director resigns or is removed in accordance with the
provisions of these Bylaws. Except
as classification of directors maybe specified by the Articles of Incorporation
and unless removed in accordance with these Bylaws, each director shall hold
office until the next annual meeting of the members and until a successor shall
have been elected and qualified. Directors
need not be residents of the state of Washington but, except for those directors
elected by Class B members, must be members of the corporation.
Section 5.3
Election of Directors. Until
such time as the Class B membership terminates, the Declarant shall, at each
annual meeting, appoint two Class A members as directors.
At the first annual meeting, one such director shall be appointed to
serve a one (1) year term. The
other Class A director, and each director appointed or elected thereafter, shall
serve a two (2) year term. Class A
directors may be appointed or elected to serve more than once, but no Class A
director may serve more than two (2) consecutive terms.
After Class B membership terminates, directors shall be elected by the
Class A members. No member may cast more than one (1) vote for any candidate
for each Lot owned by that member. The
Class B members shall elect or appoint three directors for terms of two (2)
years each.
Section 5.4
Removal of Directors. Directors
elected by Class A members may be removed from office by majority vote of the
Class A members voting in person or by proxy at a meeting called for the purpose
of considering such removal. Directors
elected by the Class B members may be removed by the written notification from
such member to the secretary of the Association of such removal.
Section 5.5
Annual and other Regular Meetings.
An annual meeting of the Board shall be held without other notice than
this Bylaw, immediately after and at the same place as the annual meeting of
members. The Board of Directors may
specify by resolution the time and place, either within or without the state of
Washington, for holding any other regular meetings of the Board of Directors.
Section 5.6
Special Meetings. Special
meetings of the Board may be called by the Board, the president, the secretary
or any director. Notice of special
meetings of the Board stating the date, time and place thereof shall be given at
least three (3) days prior to the date set for such meeting by the person or
persons authorized to call such meeting, or by the secretary at the direction of
the person or persons authorized to call such meeting. The notice may be oral or written. Oral notice may be communicated in person or by telephone,
wire or wireless equipment, which does not transmit a facsimile of the notice.
Oral notice is effective when communicated.
Written notice may be transmitted by mail, private carrier, or personal
delivery; telegraph or teletype; or telephone, wire, or wireless equipment which
transmits a facsimile of the notice. Written
notice is effective upon dispatch if such notice is sent to the director’s
address, telephone number, or other number appearing on the records of the
corporation. If no place for such
meeting is designated in the notice thereof, the meeting shall be held at the
principal office of the corporation. Any
director may waive notice of any meeting at any time.
Whenever any notice is required to be given to any director of the
corporation pursuant to applicable law, a waiver thereof in writing signed by
the director, entitled to notice, shall be deemed equivalent to the giving of
notice. The attendance of a
director at a meeting shall constitute a waiver of notice of the meeting except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully convened.
Unless otherwise required by law, 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 5.7
Quorum. A majority of
the number of directors specified in or fixed in accordance with these Bylaws
shall constitute a quorum for the transaction of any business at any meeting of
directors. If less than a majority
shall attend a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice, and a quorum present at such
adjourned meeting may transact business.
Section 5.8
Manner of Acting. If
a quorum is present when a vote is taken, the affirmative vote of a majority of
directors present is the act of the Board, unless the question is one upon which
a different vote is required by express provision of law or of the Articles of
Incorporation or of these Bylaws.
Section 5.9
Participation by Conference Telephone.
Directors may participate in a regular or special meeting of the Board
by, or conduct the meeting through the use of, any means of communication by
which all directors participating can hear each other during the meeting and
participation by such means shall constitute presence in person at the meeting.
Section
5.10
Presumption of Assent. A
director who is present at a meeting of the board at which action is taken shall
be presumed to have assented to the action taken unless such director’s
dissent shall be entered in the minutes of the meeting or unless such director
shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation immediately after
adjournment of the meeting. such
right to dissent shall not apply to a director who voted in favor of such
action.
Section
5.11 Action by
Board without a Meeting. Any
action permitted or required to be taken at a meeting of the Board may be taken
without a meeting if one or more written consents setting forth the action so
taken, shall be signed, either before or after the action taken, by all the
directors. Action taken by written
consent is effective when the last director signs the consent, unless the
consent specifies a later effective date.
Section
5.12
Resignation. Any
director may resign at any time by delivering written notice to the president,
the secretary, or the registered office of the corporation, or by giving oral
notice at any meeting of the directors or members.
Any such resignation shall take effect at any subsequent time specified
therein, or if the time is not specified, upon delivery thereof and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section
5.13
Removal. At a meeting
of the members called expressly for that purpose, any director or the entire
Board may be removed from office, with or without cause (unless the Articles of
Incorporation provide that directors may be removed only for cause), by a vote
of a majority of the members then entitled to vote at an election of the
director or directors whose removal is sought.
If the entire Board or any one or more directors is so removed, new
directors may be elected at this same meeting.
Section
5.14
Vacancies. A vacancy
on the Board may occur by the resignation, removal or death of an existing
director, or by reason of increasing the number of directors on the Board as
provided in these Bylaws. Except as
may be limited by the Articles of Incorporation, any vacancy occurring in the
Board may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office, except that a vacancy to be filled by reason of an
increase in the number of directors shall be filled by the Board for a term of
office continuing only until the next election of directors.
Section
5.15
Compensation. No
director shall receive compensation for any service he may render to the
Association. However, by resolution
of the Board, the directors may be paid the expenses, if any, for attendance at
meetings of the Board or committee thereof.
ARTICLE 6
POWERS AND DUTIES OF DIRECTORS
Section
6.1
Powers. The Board, on
behalf of and acting for the Association and for the benefit of the Properties
and the owners, shall have all the powers and authority permitted to the Board
under the Declaration, including but not limited to the following:
6.1.1
Rules and Regulations. Adopt
and publish rules and regulations governing the use of Common Areas and
facilities, and the personal conduct of the members and their guests, and
establish penalties for the infraction thereof.
6.1.2
Suspension of Voting Rights.
Suspend the voting rights and right to use of the recreational facilities
of a member during any period in which such member shall be in default in the
payment of any assessment levied by the Association or in violation of the
rules, regulations, Bylaws, etc.
6.1.3
Assessments. Establish
and collect regular assessments and/or special assessments to defray expenses
attributable to carry out its duties hereunder and maintain an adequate reserve
fund for the maintenance, repair and replacement of those portions of the Common
Areas or facilities which must be maintained, repaired or replaced on a periodic
basis which reserve shall be funded by the above assessments.
6.1.4
Service. Obtain the
services of persons or firms as required to properly manage the Properties to
the extent deemed advisable by the Board including legal and accounting
services, property management services, as well as such other personnel as the
Board shall determine are necessary or proper for the operation of the Common
Area.
6.1.5
Utilities. Obtain
water, sewer, garbage collection, electrical, telephone, gas and any other
necessary utility service, including utility easements, as required for the
Common Area.
6.1.6
Insurance. Obtain and
pay for policies of insurance or bonds providing Common Area casualty and
liability coverage and for fidelity of Association officers and other employees.
6.1.7
Maintenance And Repair of Common Area.
Pay for the costs of painting, maintenance, repair and all landscaping
and gardening work for the Common Area and improvements located thereon,
including repairing and painting any fence constructed on the perimeter boundary
of the project, and such furnishings and equipment for the Common Area as the
Board shall determine are necessary and proper to keep the Properties in a good,
clean, attractive, sanitary and safe condition and in full compliance with
applicable governmental laws, rules and regulations and the provisions of the
Declaration.
6.1.8
Lot and Lot Improvement Maintenance.
In the event an Owner of any Lot in the Properties shall fail to maintain
the premises and improvements situated thereon, the Association, after approval
by two-thirds (2/3) vote of the Board, shall have the right, through its agents
and employees, to enter upon the Lot and to repair, maintain and restore the Lot
and the exterior of the buildings and any other improvements erected thereon.
The cost of such exterior maintenance shall be added to and become part
of the assessment to which such Lot is subject as well as the personal
obligation of the owner.
6.1.9
Lien/Encumbrance. The
Board may pay any amount necessary to discharge any lien or encumbrance levied
against the Common Area. Where one
or more owners are responsible for the existence of such lien, they shall be
jointly and severally liable for the cost of discharging it, and any costs and
expenses including court costs and attorneys’ fees incurred by the Board by
reason of such lien or liens shall be specially charged against the Owners and
the Lots responsible to the extent of their responsibility.
6.1.10
Enforce Declaration. Enforce
the applicable provisions of the Declaration for the management and control of
the Properties.
6.1.11
Contracts. Contract
for materials and/or services to carry out its responsibilities provided herein.
6.1.12
Financial Statements. Prepare
or cause to be prepared at least annually a balance sheet and an operating
income/expense statement for the Association, copies of which shall be
distributed to each of the Owners within thirty (30) days after the accounting
date. The operating statement shall
include a schedule of assessments received and receivable, identified by the
number of the Lot and the name of the owners so assessed. The Board may require that an external audit be prepared
annually by an independent public accountant within ninety (90) days following
the end of each fiscal year.
6.1.13
Payment for Materials, Services, Etc.
Pay for any other materials, supplies, labor, services, maintenance,
repairs, structural alterations, insurance, taxes or assessments which the Board
is required to secure by law, or which in its opinion shall be necessary or
proper for the operation of the Common Area or for the enforcement of the
Declaration, provided that for any such materials, supplies, labor, services,
maintenance, repairs, structural alterations, insurance, taxes, or assessments
which are provided for particular Lots or their owners, the cost thereof shall
be specially charged to the Owner of such Lots.
6.1.14
Non-profit. Nothing
herein contained shall be construed to give the Board authority to conduct an
active business for profit on behalf of all of the Owners or any of them.
6.1.15
Exclusive Right to Contract.
The Board shall have the exclusive right to contract for all goods and
services, payment of which is to be made from the maintenance fund.
The Board may delegate such powers subject to the terms hereof.
6.1.16
Acquisition of Property. The
Board may, from common funds of the Association, acquire and hold in the name of
the Association, for the benefit of the owners, tangible and intangible personal
property and real property and interests therein, and may dispose of the same by
sale or otherwise; and the beneficial interest in such Property shall be owned
by the Association and such property shall thereafter be held, sold, leased,
rented, mortgaged or otherwise dealt with for the benefit of the common fund of
the Association as the Board may direct. The Board shall not, however, in any case acquire by lease or
purchase, real or personal property (including capital additions and
improvements, but excluding the making of repairs, restoration and replacement
of portions of the Common Area) valued in excess of Five Thousand Dollars
($5,000) except upon a majority vote of the Owners, or valued in excess of
Twenty-Five Thousand Dollars ($25,000) except upon a seventy-five (75) percent
affirmative vote of the Owners, with such vote being cast in person or by proxy
at a meeting called for such purpose, or if no such meeting is held, the written
consent of all of the Owners.
6.1.17
Emergency Entry. The
Board and its agents or employees, may enter any Lot when necessary in
connection with any maintenance, landscaping or construction for which the Board
is responsible or in the event of emergencies.
Such entry shall be made with as little inconvenience to the Owners as
practicable, and any damage caused thereby shall be repaired by the Board out of
the common expense fund if the entry was due to an emergency or for the purpose
of maintenance or repairs to Common Areas.
If the emergency repairs or maintenance were necessitated by or for the
Lot entered or its Owners, or requested by its Owners, the costs thereof shall
be specially charged to such Lot.
6.1.18
Borrowing of Funds. In
the discharge of its duties and the exercise of its powers, but subject to the
limitations set forth herein and in the Declaration, the Board may borrow funds
on behalf of the Association and to secure the payment thereof, encumber the
Common Areas and facilities and Association’s funds.
6.1.19
Exercise Powers of Association.
Subject to the provisions of the Declaration, exercise for the
Association all powers, duties and authority vested in or delegated to the
Association and not reserved to the membership by other provisions of these
Bylaws, the Articles of Incorporation or the Declaration.
6.1.20
Adopt Amendments. Adopt additional bylaws and rules and
regulations governing the Association and Owners.
In the event of conflict between the Declaration and any such additional
bylaws or rules and regulations, the provisions of the Declaration shall
prevail.
Section 6.2
Duties.
6.2.1
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 the
members, or at any special meeting when such statement is requested in writing
by one-fourth (1/4) of the Class A members who are entitled to vote.
6.2.2
Supervise all officers, agents and employees of the Association and see
to the proper performance of their duties.
6.2.3
As more fully provided in the Declaration:
a.
Fix the annual assessment against each Lot at least thirty (30) days in
advance of each annual assessment period;
b.
send written notice of each assessment to every Owner subject thereto at
least thirty (30) days in advance of each assessment period;
c.
record and foreclose the lien against any property for which assessments
are not paid, or bring an action at law against the owner personally obligated
to pay the same no later than one hundred eighty (180) days after due date.
6.2.4
Issue, or cause an appropriate officer to issue upon demand by any
person, a certificate setting forth whether or not any assessment has been paid,
which certificate shall be conclusive evidence of such payment.
6.2.5
Procure and maintain adequate liability and hazard insurance on property
owned by the Association.
6.2.6
Cause all officers or employees having fiscal responsibilities to be
bonded, as it may deem appropriate.
6.2.7
Cause the Common Area to be maintained.
Section 7.1
Number. The
corporation shall have a president and a vice president, who shall at all times
be members of the Board, a secretary, a treasurer, and an assistant secretary,
and such other officers an may be deemed necessary or appropriate by the Board
of Directors. Any two or more offices may be held by the same person.
Section 7.2
Election and Term of Office.
The officers of the corporation shall be elected by the Board following
each annual meeting of the members. The
officers shall be elected annually by the board and each shall hold office for
one (1) year unless he or she shall sooner resign or be removed, or otherwise be
disqualified to serve.
Section 7.3
Resignation. Any
officer may resign at any time by delivering written notice to the chairman of
the board, the president, a vice president, the secretary or the Board, or by
giving oral notice at any meeting of the board.
Any such resignation shall take effect at any subsequent time specified
therein, or if the time is not specified, upon delivery thereof and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 7.4
Removal. Any officer
may be removed by the Board with or without cause.
The removal shall be without prejudice to the contract rights, if any, of
the person so removed. Appointment
of an officer or agent shall not of itself create contract rights.
Section 7.5
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 he or she replaces.
Section 7.6
President. The
president shall be the principal executive officer of the corporation and,
subject to the control of the Board, shall generally supervise and control the
business and affairs of the corporation. When
present, the president shall preside at all meetings of the members and at all
meetings of the Board of Directors. The
president may sign deeds, mortgages, bonds, contracts, or other instruments
which the Board has authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Board or by these
Bylaws to some other officer or agent of the corporation or shall be required by
law to be otherwise signed or executed. In
general, the president shall perform all duties incident to office of and such
other duties as may be proscribed by resolution of the Board of Directors from
time to time.
Section 7.7
Vice President. In
the absence of the president or in the event of his death, disability or refusal
to act, the vice president shall perform the duties of the president. When so acting, the vice president shall have all the powers
of and be subject to all the restrictions upon the president and shall perform
such other duties as from time to time may be assigned to the vice president by
resolution of the Board.
Section 7.8
Secretary. The
secretary shall keep the minutes of the proceedings of the members and Board,
shall give notices in accordance with the provisions of these Bylaws and as
required by law, shall be custodian of the corporate records of the corporation,
shall keep a record of the names and addresses of all members, may sign with the
president, or a vice president, deeds, mortgages, bonds, contracts, or other
instruments which shall have been authorized by resolution of the Board, and in
general shall perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to the secretary by resolution
of the Board.
Section 7.9
Treasurer. If
required by the Board, the treasurer shall give a bond for the faithful
discharge of his duties, in such sum and with such surety or sureties as the
Board shall determine. The
treasurer shall have charge and custody of and be responsible for keeping
correct and complete books and records of account for all funds and securities
of the corporation; receive and give receipts for monies due and payable to the
corporation from any source whatsoever; deposit all such monies in the name of
the corporation in the banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these Bylaws; and in general
perform all of the duties incident to the office of treasurer and such other
duties as from time to time may be assigned to the treasurer by resolution of
the Board.
The
Association shall appoint an Architectural Control committee, as provided in the
Declaration. The board shall appoint other committees as deemed
appropriate for carrying out its purposes.
ARTICLE 9
CONTRACTS, LOANS, CHECKS, DEPOSITS
Section 9.1
Contracts. The Board
may authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation, and that authority may be general or confined to specific
instances.
Section 9.2
Loans. No loans shall
be contracted on behalf of the corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a resolution of the Board which
authority may be general.
Section 9.3
Checks, Drafts, Etc. All
checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by the officer or officers, or agent or agents, of the corporation and in the
manner as shall from time to time be prescribed by resolution of the Board.
Section 9.4
Deposits. All funds
of the corporation not otherwise employed shall be deposited from time to time
to the credit of the corporation in the banks, trust companies or other
depositories as the Board may select.
Section 9.5
Loans to Directors and Officers.
No loans shall be made by the corporation to any officer or to any
director.
As more
fully provided in the Declaration, each member is obligated to pay to the
Association annual and special assessments which are secured by a continuing
lien upon the Lot against which the assessment is due.
Any assessments not aid when due shall be delinquent.
If the assessment is not made within thirty (30) days after the due date,
the assessment shall bear interest from the date of delinquency at the rate of
six (6) percent per annum. The
Association may foreclose the lien against the Lot by judicial or nonjudicial
procedures, and interest, costs and reasonable attorney’s fees of any such
action shall be added to the amount of the assessment.
No Owner may waive or otherwise escape liability for the assessments
provided for herein and in the Declaration by non-use of the Common Area or
abandonment of his Lot.
The rules
of procedure at meetings of the Board, meetings of the members, and committee
meetings shall be the rules contained in Roberts’ Rules of Order on
Parliamentary Procedure, as amended, so far as applicable and when not
inconsistent with these Bylaws, the Articles of Incorporation or any resolution
of the Board.
This
corporation need not have a corporate seal.
If the directors adopt a corporate seal, the seal of the corporation
shall be circular in form and consist of the name of the corporation, the state
and year of incorporation, and the words “Corporate Seal.”
ARTICLE
13 INDEMNIFICATION
OF DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS
Section
13.1
Powers. The
corporation shall have the following powers:
13.1.1
Power to Indemnify. The
corporation may indemnify and hold harmless to the full extent permitted by
applicable law each person who was or is made a party to or is threatened to be
made a party to or is involved (including, without limitation, as a witness) in
any actual or threatened action, suit or other proceeding, whether civil,
criminal, administrative or investigative, by reason of that fact that he or she
is or was a director, officer, member of the Architectural Control Committee,
employee or agent of the corporation, whether the basis of such proceeding is
alleged action or omission in an official capacity or in any other capacity
while serving as a director, officer, member of the architectural control
committee, employee, agent, trustee or in any other capacity, against all
expense, liability and loss (including, without limitation, attorneys’ fees,
judgments, fines, ERISA, excise taxes or penalties and amounts to be paid in
settlement) actually or reasonably incurred or suffered by such person in
connection therewith. Such
indemnification may continue as to a person who has ceased to be a director,
officer, member of the Architectural Control Committee, employee or agent of the
corporation and shall inure to the benefit of his or her heirs and personal
representatives.
13.1.2
Power to Pay Expenses in Advance of Final Disposition. The corporation may pay expenses incurred in defending any
such proceeding in advance of the final disposition of any such proceeding;
provided, however, that the payment of such expenses in advance of the final
disposition of a proceeding shall be made to or on behalf of a director,
officer, employee or agent only upon delivery to the corporation of an
undertaking, by or on behalf of such director, officer, employee or agent, to
repay all amounts so advanced if it shall ultimately be determined that such
director, officer, employee or agent is not entitled to be indemnified under
this Article or otherwise, which undertaking may be unsecured and way be
accepted without reference to financial ability to make repayment.
13.1.3
Power to Enter Into Contracts.
The corporation may enter into contracts with any person who is or was a
director, officer, employee and agent of the corporation in furtherance of the
provisions of this Article and may create a trust fund, grant a security
interest in property of the corporation, or use other means (including, without
limitation, a letter of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Article.
Section
13.2
Expansion of Powers. If
the Washington Business Corporation Act or the Washington Nonprofit Corporation
Act is amended in the future to expand or increase the power of the corporation
to indemnify, to pay expenses in advance of final disposition, to enter into
contracts, or to expand or increase any similar or related power, then, without
any further requirement of action by the members or directors of this
corporation, the powers described in this Article shall be expanded and
increased to the fullest extent permitted by the Washington Nonprofit
Corporation Act, as so amended.
Section
13.3
Limitation on Powers. No
indemnification shall be provided under this Article to any such person if the
corporation is prohibited by applicable law as then in effect from paying such
indemnification. For example, no
indemnification shall be provided to any director in respect of any proceeding,
whether or not involving action in his or her official capacity, in which he or
she shall have been finally adjudged to be liable on the basis of intentional
misconduct or knowing violation of law by the director or that the director
personally received a benefit in money, property or services to which the
director was not legally entitled.
No
indemnification shall be provided under this Article to any such person if
payment shall be provided under this Article to any of such indemnification
would subject the corporation to imposition of any of the excise taxes imposed
pursuant to Sections 4941, 4942, 4943, 4944, or 4945 of the Internal Revenue
Code of 1986, as amended from tine to time, or would cause the corporation to
lose its tax exempt status (if any) from federal Income taxation.
Section
13.4
Indemnification of Directors and Officers, Employees and Agents.
13.4.1
Directors. The
corporation shall indemnify and hold harmless any person who is or was a
director of this corporation, and pay expenses in advance of final disposition
of a proceeding, to the full extent to which the corporation is empowered.
13.4.2
Officers, Employees, and Agents.
The corporation may, by action of its Board, from time to time indemnify
and hold harmless any person who is or was an officer, employee or agent of the
corporation, and pay expenses in advance of final disposition of a proceeding,
to the full extent to which the corporation is empowered, or to any lesser
extent which the board may determine.
13.4.3
Character of Rights. The
rights to indemnification and payment of expenses in advance of final
disposition of a proceeding conferred by or pursuant to this Article shall be
contract rights.
13.4.4
Enforcement. A
director, officer, employee or agent (“claimant”) shall be presumed to be
entitled to indemnification and/or payment of expenses under this Article upon
submission of a written claim (and, in an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition, where the undertaking in Section 13.1.2 above has been delivered to
the corporation), and thereafter the corporation shall have the burden of proof
to overcome the presumption that the claimant is not so entitled.
If a claim
under this Article is not paid in full by the corporation within sixty (60) days
after a written claim has been received by the corporation, except in the case
of a claim for expenses incurred in defending a proceeding in advance of its
final disposition, in which case the applicable period shall be twenty (20)
days, the claimant may at any time thereafter bring suit against the corporation
to recover the unpaid amount of the claim and, to the extent successful in whole
or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. Neither the
failure of the corporation (including its Board of Directors, its members or
independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification or reimbursement or advancement
of expenses to the claimant is proper in the circumstances nor an actual
determination by the corporation (including its Board, its members or
independent legal counsel) that the claimant is not entitled to indemnification
or to the reimbursement or advancement of expenses shall be a defense to the
action or create a presumption that the claimant is not so entitled.
13.4.5
Rights Not Exclusive. The
right to indemnification and payment of expenses in advance of final disposition
of a proceeding conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, Bylaws, agreement, vote of members
or disinterested directors or otherwise.
Section
13.5
Insurance. The
corporation may purchase and maintain insurance, at its expense, to protect
itself and any director, officer, employee, agent or trustee of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Washington Nonprofit Corporation Act.
Section
13.6 Survival of
Benefits. Any repeal or
modification of this Article shall not adversely affect any right of any person
existing at the time of such repeal or modification.
Section
13.7
Severability. If any
provision of this Article or any application thereof shall be invalid,
unenforceable or contrary to applicable law, the remainder of this Article, or
the application of such provision to persons or circumstances other than those
as to which it is held invalid, unenforceable or contrary to applicable law,
shall not be affected thereby and shall continue in full force and effect.
Section
13.4
Applicable Law. For
purposes of this Article, “applicable law” shall at all times be construed
as the applicable law in effect at the date indemnification may be sought, or
the law in effect at the date of the action, omission or other event giving rise
to the situation for which indemnification may be sought, whichever is selected
by the person seeking indemnification. As
of the date hereof, applicable law shall include RCW 23B.08.500 through .600, as
amended.
The
corporation shall keep correct and complete books and records of account,
minutes of the proceedings of the meetings of its members, the Board and any
committees designated by the board, and such other records as may be necessary
or advisable. The books and records
shall at all times, during reasonable business hours, be subject to inspection
by any member. The Declaration, the
Articles of Incorporation and the Bylaws of the corporation shall be available
for inspection by any member at the principal office of the Association, where
copies may be purchased at reasonable cost.
The fiscal
year of the corporation shall be the calendar year except that the first fiscal
year shall begin on the date of incorporation.
ARTICLE 16
COPIES OF RESOLUTIONS
Any person
dealing with the corporation may rely upon a copy of any of the records of the
proceedings, resolutions or votes of the Board when such records are certified
by the president or secretary.
ARTICLE 17
LIMITATION ON DISTRIBUTION OF FUNDS
Subject to
the applicable law, the funds of the corporation may be distributed only for the
purposes of the corporation as described in the Articles of Incorporation.
ARTICLE 18
AMENDMENTS TO BYLAWS
These
Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by
the Board of Directors or by the members, except that, as long as HUD or the
Veterans Administration is guaranteeing any mortgage in the development, any
significant material change in these Bylaws must be approved by HUD or the
Veterans Administration, as appropriate. Any
bylaw adopted, amended or repealed by the directors may be repealed, amended or
reinstated by the members at the next meeting of members following such action,
without further notice than this Bylaw.
Section
19.1 Self-Dealing.
The corporations will not engage in any act of “self-dealing” as
defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended from
time to time (the Code), which would give rise to any liability for the tax
imposed by Section 4941(a) of the Code.
Section
19.2 Excess
Business Holdings. The
corporation shall not retain any “excess business holdings” as defined in
Section 4943(c) of the Code which would give rise to any liability for the tax
imposed by Section 4943(a) of the Code.
Section
19.3
Investments. The
corporation shall not make any investment which would jeopardize the carrying
out of its exempt purposes, within the meaning of Section 4944 of the Code, so
as to give rise as to any liability for the tax imposed by Section 4944(a) of
the Code.
Section
19.4 Taxable
Expenditures. The corporation
shall not make any “taxable expenditures” as defined in Section 4945(d) of
the code which would give rise to any liability for the tax imposed by Section
4945(a) of the Code.
The
undersigned, being the secretary of the corporation, hereby certifies that these
Bylaws are the Bylaws of Silver Firs Homeowners Association Phase II, adopted by
resolution of the directors on May 15, 1992.
DATED this
15th day of May.
/s/
Phillip I. Johnson
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Secretary
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FIRST
AMENDMENT
ARTICLE
I. OFFICES
"The
principal office and place of business of the corporation in the state of
Washington shall be located at"
REMOVE: "2320
130th Avenue N.E., #200, Bellevue, Washington 98005"
REPLACE WITH:
Silver Firs HOA Phase II
c/o The CWD Group
7509 24th Ave NW
Seattle, WA 97117
This
amendment was unanimously approved by the Silver Firs HOA Phase II Board of
Directors at their meeting on July 30, 2001.
As
attested to by:
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/s/ Tracy
Leigh Barrett
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August 18, 2001
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Tracy
Leigh Barrett
Board Secretary
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Date
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Effective
upon recording.
This
amends the Bylaws recorded with the Snohomish County Auditor of Washington
State, dated May 15, 1992 and recorded under number 9206050328, volume 2581
pages 2340 through 2364.
SECOND AMENDMENT
Whereas,
the Washington State HOA law (RCW 64.38) requires an Annual Owners Budget
Ratification Meeting at which, whether or not a quorum is present, if a majority
of the eligible votes disapprove of the Board approved budget, it fails and the
then current budget remains in force -- and if not -- it is deemed to be
approved by the membership and enforceable in a court of law.
And
Whereas, the same RCW 64.38
requires that any association with an annual budget over $50,000 be audited
annually “but the audit may be waived if sixty-seven percent of the votes cast
by owners, in person or by proxy, at a meeting of the association at which a
quorum is present, vote each year to waive the audit”,
And
Whereas, the Silver Firs
Phase II Bylaws require an Annual meeting of the Owners pursuant to Section 4.5 Annual
Meeting, and further that that Annual Meeting be held on the same day of the
same month each year thereafter, which has been until now held on the fourth
Monday in January,
And
Whereas, the Board is
permitted to amend the Bylaws in keeping with Article 18 AMENDMENTS TO BYLAWS
which states that "These Bylaws may be altered, amended or repealed, and
new Bylaws may be adopted, by the Board of Directors or by the members . . . ",
and in addition, "Any bylaw adopted, amended or repealed by the
directors may be repealed, amended or reinstated by the members at the next
meeting of members following such action . . . "
And
Whereas, the Board of
Directors desires to run the Association in compliance with all Federal and
State laws and in the most cost effective manner,
And
Whereas, this amendment was
unanimously approved by the Board of Directors of Silver Firs Homeowners
Association Phase II at their meeting on
September 17, 2001
Therefore
Be It Resolved, to hold the
Annual meeting on a date that is also appropriate for the Owner’s to ratify
the following year’s budget and consider the question of whether or not to
waive the audit of the current year’s financial statements, and to extend the
current terms of the existing board members (from January to October of 2002)
accommodate the new date for the annual meeting.
That
the following amendment to the Bylaws be adopted:
ARTICLE
4 MEMBERS
Section
4.5 Annual Meeting.
ADD
TO THE END OF THE EXISTING PARAGRAPH:
“Effective
November 1, 2001
, the Annual Meeting shall be on the 4th
Monday of October.”
Notes
This
amendment becomes effective upon recording.
Recording will take place after the Owner’s have been given an
opportunity to amend or repeal the amendment at the next special meeting
scheduled for
October 22, 2001
.
This
amends the Bylaws recorded with the Snohomish County Auditor of
Washington
State
, dated
May 15, 1992
and recorded under number 9206050328,
volume 2581 pages 2340 through 2364.
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