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HomeMy WebLinkAbout8011070792 i • •y A,I_N'1 3 OND . I 940113313 Sfi:D4O3 BYLAWS is i az�c It I OF 8 0;'1 i/0 r #0}'9�' B ;��v, l S1N �1103 �0DRI CANYON OAKS HOMEOWNERS ASSOCIATION ►� _ .-' 1.7.00 11 ARTICLE I NAME AND LOCATION The name of the corporation is Canyon Oaks Homeowners Association, here- • inafter referred to as the "Association." The initial registered office of the Association shall be located at 2100 - 112th Avenue N.E. , Bellevue, WA 98004, P, but meetings may be held at such places within the State of Washington, County - of King, as may be 'designated by the Board. ARTICTF, II ,00 DEFINITIONS The terms used in these Bylaws shall have the same meaning as in the Declaration of Covenants, Conditions and Restrictions for Canyon Oaks (herein- after "Declaration°') as they may be amended from time to time, unless speci- fically indicated to the contrary. , ARTICLE III MEMBERSHIP Section One: I Membership. Every person or entity who is an Owner of any Lot shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot. All Members shall have rights and duties as specified in the Declaration, Articles of Incorporation and Bylaws of the Association. Ownership of a Lot shall be the sole qualification for membership. Section Two: 1 Suspension of Membership. During any period .in which a . Member shall be in default in the payment of any assessment levied by the As- sociation or the Developer, the voting rights of such Member may be suspended by the Board of Directors until such assessment has been paid. Such rights of a • Member may also be ;suspended, after notice and hearing, for a period not to exceed 180 .days, ,for violation of any rules and regulations established by the Board of Directors., ARTIc.T F IV PROPERTY RIGHTS: RIGHTS OF ENJOYMENT . Each Member shall be entitled to the use and enjoyment of the Common Areas and facilities as provided in the Declaration. Any member may delegate his • • w. • rights of enjoyment of the Common Areas and facilities to the members of his family residing in Ithe Member's household, or to his tenants who reside on his Lot or Lots. SuchMember shall .notify the secretary in writing of the name of any such delegee. ,The rights and privileges of such delegee are subject to suspension to the same extent as a Member. • ARTIcTE V • BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE Section One: , Number. The affairs of this Association shall.be managed by a board of three (3) directors, who need not be Members of the Association. The N number of directors may be increased or decreased by amendment of these Bylaws; ON provided, however, there shall not be less than three (3) directors. O O Section Two: Term of Office. Directors shall be elected for a term of one (1) year. CD Section Three: Removal and Vacancies. Any director may be removed from aD the board, with or without cause, by a majority vote of_the Members of the Association. In the event of death, resignation or removal of'a director, his successor shall be selected by the remaining Members..of the board and shall serve for. the unexpired term of his predecessor. . Section 'Four: Compensation. No director shall receive compensation for any service he may render to the Association. However,. any director may be reimbursed for his 'actual expenses incurred in:the performance of. his duties. • • Section Fiver Action Taken Without a Meeting. : The directors shall have the right to take any action in the absence of a.meeting which they could take at a meeting by obtaining.the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. Section Six: Appointment of Interim Board of Directors. The Developer may, at.its option;, appoint an interim Board of Directors who shall manage the affairs .of the Association and be responsible for arranging for the transfer of management from the Developer to the Association. If the' Developer appoints said interim Boardkof Directors, said Directors so appointed shall serve until their successors are elected and qualified. ARTICLE VI • MEETINGS OF DIRECTORS Section One: I Regular Meetings. Regular meetings of.the Board of Di- rectors shall be held without notice, at such Place and hour as may be fixed from time to .time by.resolution of the board. Should said`meeting fall upon a legal holiday, then that mooting shall be held at the same time on the next day which is not a legal holiday. -2- • • • I Section Two: Special Meetings. Special meetings of the Board of Di- rectors shall be held when called by the president of the Association, or by any two (2) directors after no less than three (3) days' notice to each director. Attendance of a director at any special meeting shall constitute a waiver of notice of such meeting except..where a director attends a.meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section Three Quorum. A majority of the number of di rectors .shall don- . CV stitute a.quorum for the transaction of business. "Every act or decision done or .made by a majority, of the directors present at a duly held meeting at which a CD is present shall be regarded as the act of the board. O ARTIC'T F VII NOMIMATION AND ELECTION OF DIRECTORS CO . Section One: I Nomination. Nomination for election to the Board of Di- rectors shall be made by a nominating committee. Nominations may also be made from the floor at any_-annual meeting of the Members. The nominating committee shall consist of.a! chairman, who shall be a member of the Board.of Directors, and two (2) or more Members of the Association. The nominating committee shall be appointed by the Board of. Directors prior .to each annual meeting of the Members, to serve from the close of such annual.meeting' until the close of the next annual meeting, and such appointment .shall be announced. at each annual meeting. The nominating committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or non-Members. • Section Two: ' Election. Election to the Board of Directors shall be by secret written ballot.. At such election the Members or their .proxies may cast, in respect to each vacancy, one (1) vote. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Such election may, in the discretion of the Board of Directors, be conducted by mail. ARTIC'_T P VIII 1 POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section One: ; Powers. The Board of Directors shall have power to: • (a) adopt arid publish rules and regulations governing the •Members and their guests, and;to establish penalties for the infraction thereof; (b) exercise for the Association all powers, duties and.authority vested in or delegated to this Association and not reserved.to °the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration; • -3- • • • (c) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; (d) employ a manager, an independent contractor, or such other employees • as they deem necessary, and to prescribe their duties; and (e) take any and all actions necessary to comply with the provisions and requirements of the Declaration, the Articles of Incorporation-and these Bylaws, and all powers and rights as provided in the Declaration. N f.•., Section Two: Duties. It shall be the duty of the Board of. Directors to: 0 r-' (a) cause to be kept a complete record of all its acts and corporate CD affairs and to present a statement thereof to the Members at the annual mooting of the Members; 00 (b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; (c) to fix, levy and collect assessments as provided in the Declaration; (d) cause the Comtism Areas to be maintained; (e) issue, or to cause an appropriate officer to issue, upon demand by any person or entity, a certificate setting forth whether or not any assessment has been paid.. A reasonable charge may be made by the board for the issuance of these certificates. If a.certificate states an assessment has been paid, such certificate shall be .conclusive evidence of such payment; (f) cause the utility charges for the Common Areas to be paid as appropriate; (g) to obtain insurance as provided in the Declaration; (h) cause all officers or employees having fiscal responsibilities to be . bonded, as it may deem appropriate; (i) cause the landscaping to be maintained as provided in the Declaration; (j) cause the taxes on the Common Areas to be paid; and • (k) perform any and all duties necessary to comply with the provisions and requirements of the Declaration, the Articles of.Incorporation and these Bylaws. ARTICTP, IX COMMITTEES The Board.of Directors shall appoint a nominating committee, as provided in these Bylaws, and such other committees as are deemed appropriate in carrying out its purposes. -4- • ARTIC'TF; X MEETINGS OF MEMBERS Section One: Annual Meetings. The first annual meeting of the' Matters shall be held as provided in the Declaration, and each. subsequent regular annual • meeting of the Members shall be held.on the same day of the' Same month of each year thereafter, at the hour of 7:00 o'clock p.m. ; unless the time Of such meeting shall be changed by resolution of the Board. of Directors. If the day for the annual meeting of the Members is a legal holiday, the meeting will be CQ 0, held at the same hour.on the first day following which is not a legal holiday. O Section Two: Special Meetings. Special meetings of the Members may be 0 called at any time by the president or by the Board of 'Directors, or upon -- written request of the Members who are entitled to vote one-third (1/3) of . the total votes of the entire membership. CD OD Section Three: Notice of Meetings. Unless- otherwise specifically provided in the Declaration, or in.the Articles or Bylaws, written'.:notice of each meeting of the Members shall be given by, or at the direction of, the secretary or person authorized to call the meeting by mailing a copy. of such notice, postage prepaid, not less than ten (10) nor more than fifty (50) days before such meting to each Member entitled to vote thereat, addressed to. the' Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall:specify the place, day, and hour of the meeting and, in the case of a special meeting, the purpose of the meeting. Section Four: Quorum. Unless otherwise specifically provided in the Declaration, the presence at a meeting of Members or proxies entitled to vote or cast seventy-five (750) per cent of the votes of the tetbershiP shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting.may be called, subject to the notice requirements'set forth above and the required quorum at such subsequent meeting shall be one-half (1/2) of the required quorum of the preceding meeting. No such subsequent meeting shall be held more than sixty (6.0) days following the preceding meeting. A majority of the votes entitled- to be cast by.Mettmbers present or repre- sented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by Members unless a.greater proportion is required by the Declaration, the Articles of Incorporation, or these Bylaws. 111 'Section Five: Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot. Section Six:' Action.Taken Without Meeting. Any action required to be taken at a meeting of the Members or any action which maybe taken at a meeting of the Members maybe taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Members entitled to vote with respect to the subject matter thereof. • ARTICTF XI OFFICERS AND THEIR DUTIES Section One: Enumeration of Offices. The officers of. this Association shall.be a president, vice-president, secretary and a treasurer and such other 111/ officers as the board may from time to time by resolution create. Section Two: Election of Officers. The officers of this Association shall be elected annually by the Board. Section Three: Term. Each officer shall hold office for one year unless O he shall sooner resign, or shall be removed, or otherwise disqualified to serve. CD Section Four: Special Appointments. The board may elect such other of- CD ficers as the affairs of the.Association may require,. each of..whom shall hold CO office for such period, have such authority, and perform such duties- as the board may, from time to time, determine. Section Five: Resignation and Removal. Any officer may be removed from office with or without cause by the board. ' Any officer may resign at any time by giving written notice to the board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified.therein,. and unless otherwise specified therein, the ac- ceptance of such resignation shall not be necessary to. make it effective. Section Six: Vacancies. A.vacancy in any office may be filled in the manner prescribed for special appointments. The officer appointed to such • vacancy shall serve for the remain0Pr of the term of the'officer he replaces. Section Seven:.. Multiple Offices. The offices of secretary and treasurer may be held1by the same person. No person shall simultaneously hold more than • one of any of the other. offices except in the case of'special. offices created pursuant to Section Four of this Article. Section Eight: Duties. The duties of the officers are as follows: President (a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the board are .carried out;. shall sign • all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes. • Vice-President • (b) The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal .to. act, 'and shall exercise and discharge such other duties as may be required of. him by'the board. • -6- , • • Secretary (c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the board and of.the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the board and of the Members;. keep appropriate, current records showing the Members of the Association, together with their addresses, and shall perform such other duties as required by the board. Treasurer N (d) The treasurer shall receive and deposit in appropriate bank accounts �. all monies of the Association and.shall disburse such funds as directed by O resolution of the Board of Directors; shall sign all checks and promissory notes CD of the Association along.with the president; .keep proper books of account; and O shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual mooting, and deliver a copy of CD each to the Members. OD ARTICLE XII ASSESSMENTS Assessments shall be fixed, levied and collected as provided in the Declara- tion. ARTICIR XIII CERTIFICATES OF MENEERSHIP Section One: Certificate. Membership in the Association shall be evi- denced by the issuance of a. certificate in such form as shall be determined by ' the Association. The Association shall keep a register', indicating in whose name such certificates are held. Section Two: Tran.sfer 'of Membership; 'Records. A membership in the Associ- ation shall not be transferred, pledged or alienated in any ,way, except by the sale of a Lot which entitles the Owner to membership, and then only to such purchaser, or by intestate succession,.testamentary disposition, foreclosure of mortgage. of record or other"legal.process. . UpOn the' transfer, of,.any membership in accordance herewith, the certificate.evidencing membership shall be returned to. the.Association, and a new certificate.;issued in'.the' name Of the' new Member. The Association shall. then. delete the name of .the old Member and' his certificate from the books and indicate..thereon the new.Member who is taking his place. Any attempt to make a prohibited transfer is. void and.will not be reflected upon the books and records of the Association: In the' event the Owner of any Lot should fail or refuse to transfer the membership registered in his name to the pur- chaser of such. Lot, the Association shall have the right' to report the transfer upon the books of the Association• and issue a new certificate to the purchaser and thereupon the old. membership outstanding in the name of the seller shall be null and void as though the same had been surrendered in accordance with the provisions hereinabove specified. • • -7- ARTICLE XIV BOOKS AND RECORDS The Association shall keep correct and complete books and records of ac- count and shall keep minutes of the proceedings of its Members, Board of Di- • rectors and committees having any of the authority of the Board of Directors. The Association shall keep at its registered office or principal office in this state a record of the names and addresses of its Members entitled to vote. All books and records of the Association may be inspected by any Member, his agent, CV his attorney, or his mortgagee, for any proper purpose at any reasonable time. ON ARTICTF XV 0 O CORPORATE SEAL CD The Association shall have a seal in circular form having within its cir- CO cumzference the words: Canyon Oaks Homeowners Association. ARTICT,F, XVI AMENDMENTS AND CONFLICTS Section One: Meeting and Majority Required. These Bylaws may be amended at a regular or special meeting of the Members, by a vote of sixty (60%) percent of the total votes of the entire membership; provided, however, no material amend- ment to the Bylaws shall be made unless thirty (30) days' written notice of said proposed material amendment is given by the Association to institutional holders of first mortgage liens or equivalent liens who have requested notice thereof in writing. Section Two: Conflicts. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control. • ARTICTE XVII 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, a waiver thereof, in writ- • ing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. IN WITNESS WHEREOF, we, being all of the directors of Canyon Oaks Homeowners Association, have hereunto set our hands this 2 4 t h day of October , 1980. Edw d Dean, Jr. C. on Gary L g -8- • STATE OF WASHINGTON ) ss. • COUNTY OF KING ) On this day personally appeared before me P. Edward .Dean, Jr. , C. A. Swanson, and - Gary L. King, to me known to be the individuals described in • and who executed the within and foregoing instrument: and acknowledged that they signed the same as their free and voluntary act and deed, for the uses"arid purposes therein mentioned. GIVEN under my hand and official seal this 2 4 t h. day of IOC t o b e r N 1980.• - t`N• Notary Public in and.for the Sta• 0 •_ of Washington, residing at •R e d m o nid•' u 1' CO FILED for Record at RedueSt ofZe1/4,-, 5/1 -9-