BYLAWS
OF BELLECREST ESTATES
Revised March
9, 2005
ARTICLE
1. NAME AND LOCATION
1.1 Name.
The name of the Association is Bellecrest Estates, hereinafter referred
to as, "Association".
1.2 ADDRESS The address of the Association
shall be Bellecrest Estates,
1.3 Location. All meetings of the Members and of the Board
shall be held in
1.4 OFFICE The principal office shall be
at the home of the current president.
ARTICLE
2. PURPOSES
2.1 Purpose. This Association shall be conducted as a
2.2 Amendments of Purpose. The purposes for which this Association was
created may be amended or repealed by a vote of 2/3 of the members entitled to
vote, at a meeting duly called for such purpose, notice of which meeting shall
be given as hereinafter provided at 4.5c of these Bylaws.
ARTICLE
3. DEFINITIONS
3.1 "Association". Association shall mean and refer to
Bellecrest Estates, its successors and assigns.
3.2 "Board". Board shall mean and refer to the duly
elected and qualified members of the Board of Directors of Bellecrest Estates.
3.3 "Bylaws". Bylaws shall mean and refer to The Bylaws of
Bellecrest Estates
3.4 “Covenants"
Covenants shall mean and refer to the Protective Covenants, Conditions and
Restrictions of Bellecrest
Estates
3.5 "Common Area". The common area shall mean and refer to all
real property and improvements owned, maintained, or administered by the
Association for the common use and enjoyment of the owners.
3.6 "Fiscal Year". The fiscal year of the Association shall be
the calendar year or as otherwise designated by the Board.
3.7 "Member". Member shall mean and refer to those persons
entitled to membership as provided in the Articles of Incorporation (Article
5).
3.8 "Owner". Owner shall mean and refer to the record
owner, whether one or more persons or entities, of a fee or of the equitable
title in real property which is a "legally constituted lot or parcel"
(as that term is defined in Article 5 of the Articles of Incorporation of
Bellecrest Estates) which is a part of the Properties, but excluding those
having such
interests merely as security for the performance of an
obligation.
3.9 "Person. Person shall mean and refer to an
individual, corporation, partnership, association, trust or other legal
entity, or any combination thereof.
3.10 "Property". Property shall mean and refer to that
certain real property commonly known as Bellecrest Estates
situated on and near the top of Bell Hill and legally
described on a Record of Survey, recorded in Volume 18 of Surveys, Page 1 under
Auditor's File No. 633105, Official Records of Clallam County Washington and
amendments, and such
additions thereto as may hereafter be brought within
the jurisdiction of the Association.
3.11 "Roadways". Roadways shall mean and refer to the
roadways shown as the sixty (60) foot wide general easement as delineated on
the face of all recorded surveys of that certain real property defined in
Article 3.9 of these Bylaws. The
roadways constitute a private and exclusive road
system for the sole use, benefit, and enjoyment of members, their
agents, invitees, and licensees. The roadways shall be considered as a Common
Area.
3.12 "Lot
or Parcel.
3.13 “Robert’s
Rules of Order”. All references to
Robert’s Rules of Order contained in the governing documents shall mean the
latest published edition.
ARTICLE
4. MEMBERSHIP
4.1 Membership Qualifications. Every person or entity who is the owner of a
fee or of the equitable title to Property when purchasing under a contract, and
who is subject to assessment, either present or in the future, by the
Association, pursuant to the provisions of any recorded instrument relating to
a "legally constituted lot or parcel" (as that term is defined in
Article 5 of the Articles Of Incorporation of Bellecrest Estates) shall be a
member of the Association (one membership per legally constituted lot or
parcel). For the purpose of determining
membership, such ownership shall be deemed to have vested upon delivery of a
duly executed deed or contract to the grantee or vendee. The legal title retained by vendor selling
under a contract shall not qualify such vendor for membership. Foreclosure of a contract or repossession for
any reason of said real property sold under a contract shall terminate the
vendee's membership, whereupon all right to such membership shall reinvest in
the vendor. Membership is strictly
appurtenant to a legally constituted lot or parcel.
4.2 Privileges. The privileges and facilities of the
Association shall be extended to the spouse and children of a Member and may be
extended to guests under such rules and regulations as the Board may prescribe.
4.3 Membership Conveyance. No membership may be conveyed or transferred
except by sale of the real property to which such membership is appurtenant or
the making of a contract for the sale thereof.
In the event of the death of a member, his membership shall pass in the
same manner and to the same person, as does the real property to which such
membership is appurtenant. No member
shall grant or convey any easement or other interest in favor of any person or
of any real property outside and beyond the boundaries of the Property without
the prior written and recorded consent of the Association.
4.4 EXPULSION OR WITHDRAWAL No
memberships shall be forfeited nor any member expelled, and no member may
withdraw except upon the transfer of title or otherwise contracting for the
sale of the real property to which his membership is appurtenant.
4.5 Meetings of the Association
A. Annual Meeting. The annual meeting of the Members shall be
held on the 2nd Sunday of January each year. Each annual meeting shall be a
general meeting and any business within the powers of the Association, without
special notice of such business, may be transacted, except as limited by law,
the Covenants or these Bylaws.
B. Special Meetings. The President or a majority of the Board may
call special meetings of the Members for any purpose. At the request of ten percent (10%) of all
Members entitled to vote at the meeting, the President shall call a special
meeting of the Members. (RCW64.38.035)
C. Notice of Meetings. The notice of every meeting of the Members
shall be in writing, may be delivered either personally, or by regular mail,
and shall state whether it is an annual or special meeting, the date, time and
place of the meeting, the items on the agenda for the meeting and shall contain
a standard proxy form authorized by the Association, and any other information
permitted or required to be given by these Bylaws. If such notice is mailed, it shall be deemed
to be delivered when deposited in the
D. Action by Members without a Meeting. In the event that unforeseen circumstances
require members’ action, which cannot be accomplished within the time
constraints of article 4.5 C of these Bylaws, action may be taken without a meeting if a written consent to the
action is signed by all Members who are entitled to vote with respect to the
subject matter thereof. Any such consent
shall be inserted in the minute book as if it were the minutes of a Members'
meeting.
E. Quorum. Twenty five percent (25%) of the Members of
the Association entitled to vote, represented in person or by proxy, shall
constitute a quorum for the transaction of business at a Members' meeting. If less than twenty-five (25%) percent of the
Members are represented at a meeting, a majority of the Members so represented
may adjourn the meeting from time to time without further notice. At an adjourned meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the meeting as originally notified. The Members present at a duly organized
meeting may continue to transact business until adjournment notwithstanding the
withdrawal of enough Members to leave less than a quorum.
F. Proxies. At all Members' meetings, a Member may vote
by proxy executed in writing by the Member or his or her attorney-in-fact. Such proxy shall be filed by mail (
G. Voting. All voting shall be conducted in accordance
with the most current edition of Robert’s Rules of Order. Each Member shall be
entitled to one (1) vote per legally constituted lot or parcel. When more than one (1) person holds an
interest or interests, in a legally constituted lot or parcel all such persons
shall be deemed to hold one Membership and their vote shall be exercised as
they among themselves determine and designate, but in no event shall there be
more than one (1) vote cast with respect to any one (1) legally constituted lot
or parcel; provided that a Member must have paid all hookup and other fees
assessed by the Association to be entitled to vote. All
voting for Directors will be by ballot and individual candidate.
H. Cumulative Voting In all elections for
DIRECTORS every MEMBER entitled to vote shall have the right to cumulate his
vote and to give one candidate a number of votes equal to his vote multiplied
by the number of DIRECTORS TO BE ELECTED, or by distributing such votes on the
same principle among any number of such candidates.
1. Calling of the roll and
certifying proxies;
2. Proof of notice of meeting or
waiver;
3.
4. Report of Officers;
5. Report of Board, including ratification of Boards actions by
Members
6. Report of committees (if
any);
7. Submission of the proposed
budget for ratification of the membership;
8. Presentation of Candidates for
Director Positions;
9. Nominations for Director Positions
from the floor, including write-in candidates;
10.
Election of members of the Board of Directors by ballot.
11 Unfinished business;
12. New
business,
13.
Adjournment
All meetings shall be conducted in accordance with
Robert's Rules of Order.
J. Acts of the Association The vote of a majority of the Members
present at a meeting at which a quorum shall be present shall be the acts of
the Association and binding upon all Members for all purposes unless these Bylaws,
the Covenants or the Articles of Incorporation provide for a different
percentage.
4.6 Powers And Responsibilities Of The
Association
A. Specific (Without Limitation).
1. Institute, defend, or
intervene in litigation or administrative proceedings in its own name on behalf
of itself or two or more owners on matters affecting the Association, but not
on behalf of owners involved in disputes that are not the responsibility of the
Association;
2. Make contracts and incur
liabilities;
3. Acquire, hold, encumber, and
convey in its own name any right, title, or interest to real or personal
property;
4. Grant leases, licenses, and
concessions through or over the common areas and petition for or consent to the
vacation of streets and alleys;
5. Exercise any other powers
conferred by these Bylaws; and
6. Exercise any other powers that
may be exercised in the State of
B. Road System. It will be the responsibility of the
association to maintain the road system described as follows:
1. A road system and utilities
easement presently existing as shown on the map filed thereof at Volume 2 of
Surveys, Page 131, records of
The association shall also be responsible for a
portion of the maintenance of the following described road system:
2. A road system and utilities
easement presently existing as shown on the map filed thereof at Volume 1 of
the Surveys, page 125, records of Clallam County, Washington, and recorded
under Auditor's File No. 445711.
3.
Roads constructed on the easement deeded to the Association under terms of
Deeds recorded under Auditor’s File Nos. 633914 and
633915, Records of Clallam County, Washington.
4.
Roads constructed on the easement deeded to the Association under the terms of
a Deed recorded under Auditor’s File No. 60537,
specifically at Vol 814 of Deeds, pages 454 and 455, Records of Clallam County,
Washington.
The Association will, in accordance with the provisions of that certain
Road Maintenance Agreement between Bellecrest Estates and Happy Valley Estates
Homeowners Association, recorded in Clallam County Washington under Auditor's
File No. 741687, pay a portion of the maintenance of the road system described
in B 2.
C. Driveways and Access Roads. The construction and maintenance of all driveways
and access roads shall be the responsibility of the individual owners and the
construction of any such driveway or access road which crosses the above-described
easement shall be performed in compliance with the specifications provided by
the Association. Any injury caused to
the above-described easement by an owner as a result of the building of any
driveway or access road shall be paid for by the owner.
4.7 Powers and Responsibilities of the
Members.
A General. To do all things necessary for the
administration of the affairs of the Association, and for the accomplishment of
the best interests of the Association, its various areas, properties, and
facilities.
B Specific (Without Limitation).
1. Adopt and amend the articles
of incorporation.
2. Ratify or reject budgets for
revenues, expenditures and reserves.
3. Exercise any other powers
conferred by these Bylaws;
4. Exercise any other powers
necessary and proper for the governance of the Association.
5. Accept and be governed by the
terms of the Articles, Covenants and Bylaws of the Association.
ARTICLE 5.
BOARD OF DIRECTORS
5.1. General
Powers: The business and affairs of
the Association shall be managed by a Board Of Directors. The Board shall have
the powers to:
A.
Adopt and amend Bylaws. subject to the power of the Members;
B.
Regulate the use of and provide for the maintenance, repair, replacement, and
or modification of the Common Areas.
C.
Impose and collect any payments, fees, or charges for the use, rental or
operation of the Common Areas;
D.
Impose and collect charges for late payments of assessments and fees.
E.
Adopt and publish Policies, Rules & Regulations governing the use of common
areas, properties and facilities, and the conduct of the Members, their guests
and invitees thereon;
F.
Suspend the voting rights of a Member during any period in which such Member be
in default in the payment of any dues or assessments levied by the Board. Such
rights may also be suspended after notice and hearing for infraction of the
Policies, Rules and Regulations.
G.
Exercise for and on behalf of The Association, all powers, duties and authority
vested in or delegated to The Association & not specifically reserved to
the members, by the provisions of these Bylaws, the Articles Of Incorporation,
the Protective Covenants, Conditions & Restrictions, and the statutes of
the State Of Washington.
H.
Declare the office of a member of the Board to be vacant in the event such
member shall be absent for (3) consecutive regular meetings of the Board &
such absence be unexcused.
I. Hire
& discharge, or contract with a manager, managing agent, independent
contractor, or such other employees and/ or agents as they deem necessary and
to fix and prescribe their duties, compensation, and other terms and conditions
of employment;
J. At its discretion, require that all
officers and employees of the Association handling or responsible for corporate
funds furnish adequate fidelity bonds. The premium on such bonds shall be paid
by the Association;
K.
Exercise any other powers conferred by these Bylaws, and do all things
necessary for the administration of the affairs of the Association, and for the
accomplishment of the best interests of the Association, its various areas,
properties and facilities.
L. Create and appoint such general and specific
committees as the Affairs of the Association may require, and define the
authority and duties of such committees.
Each committee shall include at least two Members of the Board of
Directors.
5.2 Duties of the Board. The Board of Directors shall act in all instances on
behalf of the Association. In the performance of their duties, the officers and
members of the Board of Directors shall exercise the degree of care and loyalty
required of an officer or director of a corporation organized under chapter
24.03 RCW.
A. To
have custody and control over all funds and assets of The Association, open
bank accounts on behalf of the Association and designate the authorized
signatory of those accounts;
B. Cause
to be kept a complete record of all of 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 ten
(10) percent of the Members entitled to vote;
C. To
supervise all officers, agents, employees of the Association and insure that
their duties are properly performed;
D. To
supervise and maintain the common areas and facilities;
E. 1.To
prepare the annual budget (according to Article 10.2 of these Bylaws) and
present it to members at the annual meeting of members for ratification.
2.
To determine the amount of the Annual Assessments to be levied against each lot
or parcel, after ratification of the Budget by the members.
3.
When necessary, to prepare a revised annual budget and revised assessment to be
presented at a special meeting of members for ratification.
4.
To give written notice of such assessments to every member subject thereto, at
least 30 days in advance of the due date thereof.
5.
To take action (in accordance with Article 11.3of these Bylaws) against any lot
or parcel for which assessments are not paid within30 days of the due date.
F. To procure and maintain adequate liability
and hazard insurance on common areas, owned by the Association.
5.3 Meetings of the Board of Directors.
A. Annual Meeting. New members elected to the Board shall take
office at the close of business following each annual meeting of the
Members. An organizational meeting of
the Board shall be held at the place of and immediately following each annual
meeting of the Members. No separate
notice other than the notice of the annual meeting of the Members shall be
necessary for the validity of such meeting, provided that a majority of the
whole Board shall be present. At such meeting,
the Board shall elect the officers of the Association for the ensuing
year. If a majority of the whole Board
is not present, the officers shall be elected at the first regular or special
meeting of the Board when a majority of the whole Board is present.
B. Regular Meetings. Regular meetings of the Board may be held at
such time and place in
C. Special Meetings. Special Board meetings may be called by the
President or a majority of the Board.
The person or persons calling a special meeting shall designate a
meeting place within
D. Notice. Notice of each Board meeting shall be
delivered to each director at least one week before the meeting. date, time and location of any meeting should
be included in the minutes of the last scheduled meeting of the Board and will
serve as notice of the next regular or special meeting.
F. Quorum. A majority of the directors shall constitute
a quorum for the transaction of business at any Board meeting, but, if less
than such majority be present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
G. Open and Executive
Sessions. All meetings of the Board
of directors shall be open for observation by all owners of record and their
authorized agents. The board of directors shall keep minutes of all actions
taken by the board which shall be available to all owners. Members and their authorized agents who are
not directors may participate (but may not vote) in any deliberation or
discussion, except in closed executive sessions. Upon the affirmative vote in
open meeting to assemble in closed session, the Board of Directors may convene
in closed executive session to consider personnel matters; consult with legal
counsel or consider communications with legal counsel; and discuss likely or
pending litigation, matters involving the possible liability of an owner or to
the Association. The motion shall state
specifically the purpose for the closed session. Reference to the motion and
the stated purpose for the closed session shall be included in the
minutes. The board of directors shall
restrict the consideration of matters during the closed executive session only
to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed,
or agreed to in closed executive session may become effective unless the Board,
following the closed executive session, reconvenes in open meeting and votes in
the open meeting on such motion, or other action which is reasonably
identified. The requirements of this
subsection shall not require the
disclosure of information in violation of law or which is otherwise exempt from
disclosure. RCW 64.38.035 (2)
H. Attendance By Telephone. Members of the Board or of any committee may
participate in a meeting by means of
a conference telephone or similar
communication equipment by which all persons participating in the meeting can
hear
each other at the same time. Participation by such means shall constitute
presence in person at such a meeting.
I.
Conduct of Meetings. All
meetings of the Board, both regular and special, shall be conducted in
accordance
with Robert's
Rules of Order
5.4 Directors
A.
Nomination of Directors.
Nomination for election to the Board shall be made through a nominating committee. The Nominating Committee shall consist of two
Board Members, (one of whom shall be Chairman), and one or more Members of the
Association. The Nominating Committee
shall be appointed by the Board not less than 90 days prior to the next annual
meeting of the members... The Nominating
Committee shall make as many nominations for election to the Board as there are
qualified candidates wanting to serve on the Board, but not less, in any event,
than the number of vacancies that are to be filled. Nominations may also be
made by any Member by giving written notice thereof to the Board not less than 45
days prior to the Annual or Special meeting, provided the nominee has agreed to
serve if elected. All such nominations
shall be included on a ballot that will accompany the notice of meeting sent to
the Members. Nominations may also be made from
the floor at the annual meeting of Members, provided the nominee has agreed to
serve.
B. Number of Directors. The Board
shall be composed of not more than five (5) persons and not less than three (3)
persons, provided, however that the number of Directors may be increased or
decreased from time to time by an amendment to these Bylaws, so long as the
number of directors is not decreased below three (3) and provided that the
Board shall at all times have an odd number of directors.
C. Qualifications of Directors. Each Director must be a Member of the
Association and at least a majority of the Directors on the Board at any given
time shall maintain, or have under construction, their primary residence in
Bellecrest Estates. This Article 5.4 C may be altered, amended, repealed or
added to only by an affirmative vote of three-fourths (3/4) of the members at
an annual meeting or at a special meeting called for that purpose. (as amended
D.
Tenure of Directors. . The term for a Director is one year subject to
re-election. Each Director shall hold
office until his or her successor shall have been duly elected and qualified
unless he or she resigns or is removed.
. E.
Resignation of Directors and Officers. A Director may resign as a Director and/or officer
by a written resignation delivered to the president, secretary, or managing
agent, or orally at any meeting of the Board or the Members. A written or oral resignation shall be deemed
accepted without written or oral acceptance by the Board or the Members.
F. Vacancies. Any vacancy occurring on the Board may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board. 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 of the number of directors
shall be filled by election at an annual meeting of Members or at a special
meeting of the Members called for that purpose.
G. Removal. At a meeting of the Members called expressly
for that purpose, one or more directors or the entire board may be removed,
with or without cause, by a vote of the majority of the members entitled to
vote on election of directors and a successor(s) shall then and there be
elected for the remainder of the term to fill the vacancy or vacancies thus
created. If less than the entire Board
is to be removed, no one of the directors may be removed if the votes cast
against his removal would be sufficient to elect him if then cumulatively voted
at an election of the entire Board.
H. Waiver of notice A Director may waive
notice of any meeting of the Board in writing. Attendance at a meeting shall
constitute a waiver of notice of time and place of the meeting. If all of the
Directors are present at a meeting of the Board, notice shall not be required
and any business may be transacted at such a meeting.
I. Conflicts of Interest. A Director may not vote at any meeting or
participate in the discussion on any issue in which he has a conflict of
interest. A Director who has a conflict
of interest on any issue before the Board shall fully disclose the nature of
the conflict prior to a vote on that issue, and the minutes of the meeting shall
record that a disclosure was made. The
determination of whether a conflict of interest exists as to a particular
Director or Directors shall be determined by a majority of the non-interested
Directors, which determination shall be conclusive and binding on all
parties. If abstentions for such a
reason would result in less than a majority of all Directors being able to
vote, the Directors who do not abstain shall appoint one or more persons as
temporary Directors to discuss and vote on the matter in question. For purposes of determining the presence or
absence of a quorum with respect to any issue on which one or more Directors
has a conflict of interest, the disqualified Director or Directors shall not be
counted.
J. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board.
K. Compensation. Directors may be paid their expenses, if
any, of attendance at each Board meeting or a fixed sum for attendance at each
Board meeting or a stated salary as Director or any combination of the
foregoing. No such payment shall
preclude any Director from serving the Association in any other capacity and
receiving compensation therefor. The
Board must place the matter of compensation for any Director, officer or other
employee before the Members and a 3/4 affirmative vote of the membership
entitled to vote shall be required before compensation is authorized.
L. Presumption of Assent. A Director of the Association present at a
Board meeting at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent is entered in
the minutes of the meeting or unless he files his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or unless he forwards such dissent by registered mail to
the secretary of the Association immediately after the adjournment of the
meeting. A Director who voted in favor of
such action may not dissent.
0
ARTICLE 6.
OFFICERS
6.1 Number of Officers and Appointment of
Committees. The executive officers
of the Association shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer, each of whom shall be elected by the Board from
among the directors. Any two or more
offices may be held by the same person except that no one person shall serve as
both Secretary and President. The Board
may appoint such other officers as in its judgment may be necessary.
6.2 Election and Term of Office. The officers of the Association shall be
elected annually by the Board, and shall hold office at the pleasure of the
Board, at the Board meeting held after the annual meeting of the Members. If the election of officers is not held at
such meeting, such election shall be held as soon thereafter as a Board meeting
conveniently may be held. Each officer
shall hold office until the next annual meeting and/or until his successor
shall have been elected and qualified unless he resigns or is removed.
6.3 Removal. Upon an affirmative vote of a majority of
the Board, any officer or agent elected or appointed by the Board may be
removed by the Board whenever, in its judgment, the best interest of the
Association would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
6.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
for the unexpired portion of the term of the officer being replaced.
6.5 President. The President shall be the chief executive
officer of the Association and, subject to the Board's control, shall supervise
all the business and affairs of the Association. When present, he shall preside over all
Members' meetings and over all Board meetings.
With the secretary or other officer of the Association authorized by the
Board, he may sign contracts, or other instruments that the Board has authorized
to be executed except when the signing and execution thereof has been expressly
delegated by the Board or by these Bylaws to some other officer or agent of the
association or is required by law to be otherwise signed or executed by some
other officer or in some other manner.
Subject to control of the Board, he shall have the general powers and
duties which are usually vested in the office of the President of an
Association, including but not limited to the power to appoint committees from
among the Members from time to time as he may in his discretion decide is
appropriate to assist in the conduct of the affairs of the Association. He shall also have such other powers and
duties as may be provided by these bylaws or assigned to him from time to time
by the Board. He will be the custodian of the Association's historical and non-financial
records.
6.6 Vice President. In the absence of the president, or in the
event of his death, inability or refusal to act, the vice president (or in the
event of more than one vice president, the vice president who was first elected
to such office), shall perform the duties of the president, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
president. Vice presidents shall perform
such other duties as from time to time may be assigned to them by the president
or the Board.
6.7 Secretary. The secretary shall: (a) attend and keep the minutes of the
Members' and the Board meetings in one or more books provided for that
purpose; (be) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by
law; (C) keep a register of the post
office address of each Member as furnished to the secretary by each
Member; (d) have general charge of the
membership list of the Association; and
(e) in general perform all duties as from time to time may be assigned
to him by the president or by the Board.
If the secretary shall not be present at any meeting, the presiding
officer shall appoint a Secretary pro-tempore who shall keep the Minutes of
such meeting and record them in the book provided for that purpose. (f) The
secretary shall maintain a correspondence log and generate correspondence as
directed by the Board.
6.8 Treasurer. The Treasurer shall have charge and custody
of, and be responsible for, all financial records, funds and securities of the
Association. He shall receive and give receipt for moneys due and payable to
the Association from any source whatever, and deposit all such moneys in the
name of the Association in such 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 him by the president or by
the Board. He shall keep full and
accurate books of account and shall make such reports of the finances and
transactions of the Association as may be required by the Board and shall
prepare and present to the annual meeting of the Members a full statement
showing in detail the financial condition of the Association. 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.
Verification of records and accounts shall be made by another Board
member at least annually.
ARTICLE
7. CONTRACTS, LOANS, CHECKS AND DEPOSITS
7.1 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 Association, and such
authority may be general or confined to specific instances.
7.2 Loans. No loans shall be contracted on behalf of
the Association and no evidence of indebtedness shall be issued in its name
unless authorized by a resolution of the Board.
Such authority may be general or confined to specific instances.
7.3 Loans to Members No loans shall be made by the Association to
its officers, directors or members.
7.4 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 Association shall be signed by such officer or officers, agent or
agents, of the Association and in such manner as is from time to time
determined by resolution of the Board.
7.5 Deposits. All funds of the Association not otherwise
employed shall be deposited from time to time to the credit of the Association
in such banks, trust companies or other depositories as the Board may select.
ARTICLE
8. INDEMNIFICATION
8.1 Definitions. The definitions contained in Section 105 of
the Washington Business Corporation Act, Title 23B RCW, are adopted and made a
part of this Article VIII.
8.2 Right to Indemnification. Each person who was or is threatened to be
made a party to or is otherwise involved (including, without limitation, as a
witness) in any proceeding by reason of the fact that he or she is or was a
director or officer of the corporation or while a director or officer, he or
she is or was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, trustee, officer, employee or agent or in any other capacity
while serving as a director, trustee, officer, employee or agent shall be
indemnified and held harmless by the corporation to the full extent permitted
by applicable law as then in effect against all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
to be paid in settlement) actually and reasonably incurred or suffered by such
person in connection therewith, and such indemnification shall continue as
employee or agent and shall inure to the benefit of his or her heirs, executors
and administrators; provided, however, that except as provided in Article 8.3
with respect to proceedings seeking solely to enforce rights to
indemnification, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the corporation.
The right to indemnification conferred in this Article
8.2 shall be a contract right, need not be
determined in accordance with Section 110 of the Washington Business
Corporations Act, and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such expenses in advance of
the final disposition of a proceeding shall be made only upon delivery to the
corporation of an undertaking by or on behalf of such director or officer to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article 8.2 or
otherwise.
8.3 Right of Claimant to Bring Suit. If a claim for which indemnification is
required under Article 8.2 is not paid in full by the corporation within sixty
(60) days after a written claim is received by the corporation, except in the
case of a claim for expenses incurred in defending a proceeding in advance of
it's 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.
The claimant shall be presumed to be entitled to indemnification 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
it's final disposition where the required undertaking has been tendered to the
corporation), and thereafter the corporation shall have the burden of proof to
overcome the presumption that the claimant is not so entitled. Neither the failure of the corporation
(including its board of directors, independent legal counsel or it's members,
if any) to have made a determination prior to the commencement of such action
that indemnification of or reimbursement or advancement of expenses to the
claimant is proper in the circumstances nor an actual determination by the
corporation (including its board of directors, independent legal counsel or its
members, if any) 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.
8.4 Nonexclusivity of Rights. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition 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, if any, or
vote of disinterested directors or otherwise.
8.5 Insurance, Contracts and Funding. The corporation may maintain insurance at
its expense, to protect itself and any director, trustee, officer, employee or
agent 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 Business Corporation Act (Title
23B RCW), as applied to nonprofit corporations.
The corporation may, without further membership action, enter into
contracts with any director or officer of the corporation in furtherance of the
provisions of this Article and may create a trust fund, grant a security
interest 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.
8.6 Indemnification of Employees and Agents
of the Corporation. The corporation
may, by action of its board of directors, from time to time provide
indemnification and pay expenses in advance of the final disposition of a
proceeding to employees and agents of the corporation with the same scope and
effect as the provisions of this Article with respect to the indemnification
and advancement of expenses of directors and officers of the corporation or
pursuant to rights granted pursuant to or provided by the Washington Business
Corporation Act, as applied to nonprofit corporations or otherwise.
ARTICLE 9.
WAIVER OF NOTICE
Whenever
any notice is required to be given to any Member or director of the Association
under the provisions of these Bylaws, or under the provisions of the Articles
Of Incorporation or under the provisions of the Washington Nonprofit
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE
10. FINANCIAL AND ACCOUNTING
10.1 FISCAL YEAR The Fiscal Year of the Association shall be
January 0ne (1) through December thirty one (31).
10.2 Budget. Compatible with the terms and conditions of
the Covenants, as amended from time to time, contained in each Member's deed or
contract of purchase and of the levy of assessments required to be made
pursuant thereto, the Board shall adopt a budget for each calendar year of the
Association which shall include the estimated funds required to defray common
expenses, assessments, and provide funds for the various and sundry
accounts. Such budgets shall be
submitted for ratification to the membership at each annual meeting. *Unless at that meeting a majority of the
votes in the Association reject the budget, in person or by proxy, the budget
is ratified, whether or not a quorum is present. In the event the proposed budget is rejected
or the required notice is not given, the periodic budget and assessments last
ratified by the Members shall be continued until such time as the Members
ratify a subsequent budget and assessments proposed by the Board.* (*from RCW 64.025.(3))
10.3 Accounts. The funds of the Association as collected
from annual or special assessments shall be credited and the expenditures
incurred shall be charged against various and sundry accounts as shall be
appropriate and shall from time to time be established by the Board. Accounts may be established for current
expenses, for the accumulation of reserves for deferred maintenance,
replacement, depreciation, and obsolescence and for additional improvements, or
for accumulations for the making of improvements, additions, and betterments as
are found desirable.
10.4 Depository. The depository of the Association shall be
such bank or banks as shall be designated from time to time by the Board and in
which the monies of the Association shall be deposited. Withdrawal of monies from such accounts shall
be only by check signed by such persons as are authorized by the Board. The Board shall, from time to time, in their
discretion, advise and direct the Treasurer, or other person charged with the
responsibility of investment of accumulated funds, as to the investment of such
funds.
10.5 Audit. When the aggregate annual assessment exceeds
fifty thousand dollars ($50,000) the financial statements shall be audited at
least annually by an independent certified public accountant, except that the
audit may be waived if sixty-seven percent (67%) 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.
10.6 Commingling. The funds of the Association shall be kept
in accounts in the name of the Association and shall not be commingled with the
funds of any other Association, nor with the funds of any manager of the
Association or any other person responsible for the custody of such funds.
ARTICLE 11.
ASSESSMENTS.
11.1 Amount of Assessment. The amount of assessments for the
activities of the Association shall be determined as provided in Article 10.2
of these Bylaws.
11.2 Purpose and Nature of Assessment. Assessments shall be deemed to be charges
levied by the Members on an annual basis, although collected quarterly, or
semiannually, against each and every lot or parcel within the Property, to be
used to defray the administrative costs and expenses of the Association, and
for the common benefit of the Property for Roadways, property protection,
drainage, noxious weed abatement, landscaping, insurance, improvements, payment
of taxes upon common areas, income taxes, and holding of ownership or leasehold
therein, or otherwise for common purposes.
11.3 Collection of Assessment. Each owner is obligated to pay to the
Association annual and special assessments which shall constitute a continuing
lien upon the lot or parcel against which the assessment is made. A record of said lien may be recorded by the
Association against any delinquent Member's lot or parcel. Any assessment which is not paid when due
shall be deemed delinquent. If the
assessment is not paid within 30 days after the due date, the assessment shall
bear interest at the rate of 12% per annum from date of delinquency until paid,
and the Association may bring an action at law against the owner personally
obligated to pay the same or foreclose the lien against the property, and
interest, expenses of title examination and insurance, costs, and attorneys'
fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape
liability for assessments provided for herein by non-use or abandonment of his
lot or parcel, or by any other means whatsoever. Assessments shall be collected on an annual
basis unless otherwise determined by resolution of the Board.
11.4 Distribution of Assets upon Dissolution. Upon dissolution, the assets of the
corporation, after the payment of all debts and obligations, will be
distributed to Members according to Article 9 of the Articles of Incorporation
of Bellecrest Estates.
ARTICLE 12 Accesses to Books and Records.
The books and records and papers of the Association
shall, at all times, during reasonable business hours, be subject to inspection
and copying by all owners, holders of mortgages on the lots and parcels, and
their respective authorized agents on reasonable advance notice. The Association shall not release the
unlisted telephone number of any owner or Member. Copies of all pertinent documents of the
Association, including but not limited to the Articles of Incorporation,
Covenants and Bylaws, shall be available for inspection by all owners, holders
of mortgages on the lots and parcels, and their respective authorized agents on
reasonable advance notice at the offices of the corporation and copies thereof
made available at reproduction cost. The
Board may require all parties requesting this information to furnish to the
Association a duly executed and acknowledged affidavit stating that the
information is requested in good faith for the protection of the interests of
the Association or its Members or both.
ARTICLE
13. MISCELLANEOUS PROVISIONS
13.1 Rules of Conduct. In connection with any controversy, claim,
or dispute including arbitration, administrative, bankruptcy, and judicial
proceedings including appeals there from arising out of or relating to the
protective covenants and restrictions of each Member's deed or contract of
purchase or these Bylaws, the method and manner of performance, or the breach
thereof, the prevailing party shall be entitled to and awarded, in addition to
any other relief, a reasonable sum as and for its attorney fees. If neither party wholly prevails, the party
that substantially prevails shall be awarded a reasonable sum as and for its
attorney's fees.
13.2 Notices. All notices to the Board or the Association
and all notices required to be given to owners of any property or any contract
vendor of any such property, shall be sent by U.S. Mail, to the respective
addresses as designated by such owners in writing. All notices shall be deemed to have been
given when mailed, except notices of change of address which shall be deemed to
have been given when received.
13.3 Invalidity. The invalidity of any part of these Bylaws
shall not impair or affect in any manner the validity, enforceability, or affect
of the balance thereof.
13.4 The Use of Gender and Tense. The use of the masculine gender in these
Bylaws shall be deemed to have been to include the feminine gender and the use
of the singular shall be deemed to include the plural where the context so
requires.
13.5 Waiver or Abrogation. No restriction, condition, obligations, or
provision contained in these Bylaws shall be deemed to have been abrogated or
waived by reason of any failure to enforce the same, irrespective of the number
of violations or breaches thereof which may occur.
13.6 Conflicts. In case of any conflict between the
Protective Covenants Conditions and Restrictions and the Articles of
Incorporation and these Bylaws of Bellecrest Estates, the Covenants and the
Articles, as the case may be, shall prevail.
13.7 Corporate Seal. The Association may adopt a corporate seal,
circular in form, as prescribed by the statutes of the State of
ARTICLE
14. AMENDMENTS
Except as may be otherwise provided in these
Bylaws, these Bylaws may be amended, or repealed in any respect from time to
time by a majority vote of the Board in a regular meeting, or a special meeting
called for that purpose.
DATED
this ______________ day of ___________________________________, 2004
_____________________________________________________ President
Bellecrest Estates
_____________________________________________________ Secretary
Bellecrest Estates