Loading...
HomeMy WebLinkAboutL_Bylaws_230101_V1BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 1 OF 13 BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION ARTICLE I. Identity These are the Bylaws of the GRANT PLACE TOWNHOMES ASSOCIATION, a Washington nonprofit corporation (the "Association"), the Articles of Incorporation (the "Articles") of which have been filed in the office of the Washington Secretary of State. For purposes of these Bylaws, terms specifically defined in the Declaration of GRANT PLACE TOWNHOMES ASSOCIATION the "'Declaration.") or in the Washington Uniform Common Interest Ownership Act, Chapter 64.90 RCW, (the "Act"), shall have the same meaning herein. ARTICLE II. Members' Meetings and Voting 2.1. Place. Meetings of the members shall be held at the registered office of the Association, or such other place within King County, Washington as may be designated from time to time by the Board. 2.2. Annual Meeting. The members shall meet at least once each year on the date stated in the notice of such meeting given pursuant to Section 2.4. Except as otherwise provided in Section 3.3(a), at each annual meeting the members shall elect members of the Board ("Directors") and may transact any other business properly coming before them. 2.3. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board, and shall be called and held within thirty (30) days after written request therefor signed by members entitled to cast at least twenty percent (20%) of the total votes in the Association is delivered to any officer or Director of the Association. No business shall be transacted at a special meeting except that which is stated in the notice thereof. 2.4. Notices. Notice of all meetings of the members, stating the time and place, and accompanied by a complete agenda thereof, shall be given by the President or Secretary to each member. Such notice shall be in writing, and shall be hand delivered or sent by United States mail to the members at the addresses of their respective Lots and to other addresses as any member may have designated to the President or Secretary, at least twenty-one (21) days in advance of any annual or regularly scheduled meeting and at least seven (7) days in advance of any other meeting. BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 2 OF 13 2.5. Quorum; Adjournment if No Quorum. A quorum shall consist of members present, in person, or, by proxy, entitled to cast at least twenty percent (20%) of the total votes in the Association. If a quorum is not present, the meeting shall be adjourned from time to time until a quorum is present. 2.6. Votes; Association Shall Not Vote. The total votes in the Association are allocated one vote per each residential lot in the Grant Place Townhomes subdivision. The votes allocated to a Lot may be cast by the Lot Owner of that Lot. When there is more than one Lot Owner of a Lot, the votes for that Lot shall be cast as they shall determine. The votes allocated to a Lot shall not be split but shall be voted as a single whole. The Association shall not be entitled to cast the votes allocated to any Lot owned by it. 2.7. Manner of Casting Votes. Votes may be cast in person or by proxy. A proxy must be in writing, be signed by all Lot Owners of the Lot the votes of which are subject to the proxy, be given only to another member or to a Security Holder in that Lot, and be delivered to the Secretary before the meeting. A proxy shall be valid until a revocation in writing signed by all Lot Owners of such Lots delivered to the Secretary. 2.8. Required Votes. All questions shall be decided by a majority of the votes cast on the question, unless the provisions of applicable law, the Declaration or these Bylaws require a greater vote. 2.9. Action by Members Without Meeting. Any action that may be taken at a meeting of the members may be taken, without a meeting if such action is authorized in a writing setting forth the action taken and is signed by all members, or if such action is taken in any other manner permitted by law. 2.10. Prohibition of Cumulative Voting. There shall be no cumulative voting. ARTICLE III. Directors 3.1. First Board. The first Board shall consist of one (1) person appointed by Declarant as set forth in the Articles of Incorporation. 3.2. Number and Qualifications of Directors. After relinquishment of Declarant control, the Board shall consist of three (3) natural persons, as determined at any annual meeting by the members. Each Director, except those elected or appointed by the Articles of Incorporation, shall be a Lot Owner or the individual nominee of a Lot Owner. BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 3 OF 13 3.3. Election of Directors. (a) During Declarant Control Period. At the first annual meeting of the members, and at each subsequent annual meeting during the Declarant Control Period, the Directors shall be elected by Declarant, or by persons designated by Declarant; provided that not fewer than sixty (60), days after conveyance of fifty percent (50%) of the Lots to Lot Owners other than Declarant, a regular or special meeting of the members shall be held at which not less than one-third (1/3) of the Directors shall be elected by members other than Declarant, and the other Directors shall be elected by Declarant or by persons designated by Declarant. (b) After Declarant Control Period. Not later than the termination of the Declarant Control Period, the Directors shall be elected by the members. (c) Required Votes. Except for Directors elected by Declarant pursuant to Section 3.3(a), Directors shall be elected by a majority of the votes cast in the election. 3.4. Term. The term of each Director shall extend to the next annual meeting and until that Director's successor has been duly elected and has qualified. 3.5. Removal. Any Director may be removed, with or without cause, by a majority vote of the members entitled to cast at least fifty percent (50%) of the total votes in the Association at a special meeting called for such purpose and a successor may then be elected by the members to serve for the balance of the removed Director's term; provided that any Director elected or appointed by Declarant may be removed and replaced only by Declarant, with or without cause. In the event a dispute concerning a director cannot be resolved, the parties shall submit to Washington Arbitration and Mediation Services or similar alternative dispute resolution service and split the cost of a simple mediation to decide upon a replacement. If Mediation is unsuccessful, the mediator shall appoint an Arbitrator other than mediator and the arbitrator shall set the rules and make a binding decision. The prevailing party may be awarded their attorney fees and costs. 3.6. Vacancies. Any vacancy in the Board arising by death or resignation of a Dire ctor elected or appointed by Declarant shall be filled only by appointment made by Declarant. Any other vacancy shall be filled by act of the remaining Directors, whether or not constituting a quorum, and a Director so elected shall serve for the unexpired term of his predecessor in office. 3.7. Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined by a majority of the Directors. Notice of regular meetings shall be given to each Director, personally or b y mail, or email at least seventy-two (72) hours prior to the meeting. BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 4 OF 13 3.8. Special Meetings. Special meetings of the Board may be called by the President and shall be called by the President or the Secretary and held within ten (10) days after written request therefor signed by two (2) Directors is delivered to any other Director or the President or the Secretary. Not less than seventy-two (72) hours notice of such special meeting shall be given personally or by mail, or email to each Director; provided that in case the President or any Director determines that an emergency exists, a special meeting may be called by giving such notice as is possible under the circumstances. All notices of a special meeting shall state the time, place and purpose thereof. No business shall be transacted at a special meeting except that which is stated in the notice thereof. 3.9. Quorum; Adjournment if No Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, the meeting shall be adjourned from time to time until a quorum is present. The signing by a Director of the minutes of a meeting shall constitute the presence of such Director at that meeting for the purpose of determining a quorum. 3.10. Manner of Acting. Each Director shall be entitled to one (1) vote. The act of a majority of the Directors present at a meeting shall constitute the act of the Board unless the act of a greater number is required by the provisions of applicable law, the Declaration or these Bylaws. 3.11. Board Action Without Meeting. Any action that may be taken at a meeting of the Board may be taken without a meeting if such action is authorized in a writing, setting forth the action taken, signed by all Directors. 3.12. Compensation of Directors Restricted. Directors shall receive no compensation for their services, but may be paid for out-of-pocket expenses incurred in the performance of their duties as Directors. 3.13. Powers and Duties of Board. All of the powers and duties of the Association shall be exercised by the Board, including those existing under the common law, applicable statutes, the Act, the Declaration, the Articles, and these Bylaws, as any thereof may from time to time be amended. Such powers and duties shall be exercised in accordance with the provisions of applicable law, the Declaration, the Articles, and these Bylaws. Specific Power: Without prejudice to the general powers of the Board of Directors set forth above, the directors shall have the power to: (a) Exercise all powers vested in the Board under the Governing Documents and under the laws of the State of Washington; (b) Appoint and remove all officers of the GRANT PLACE TOWNHOMES ASSOCIATION, any project or property managers, other GRANT PLACE TOWNHOMES ASSOCIATION employees; prescribe any powers and duties for BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 5 OF 13 such persons that are consistent with law, the Articles of Incorporation and these Bylaws; (c) Appoint such agents and employ such other employees, including attorneys and accountants, as it sees fit to assist in the operation of the GRANT PLACE TOWNHOMES ASSOCIATION, and to fix their duties and to establish their compensation; (d) Adopt and establish rules and regulations subject to the provisions of the Declaration, governing the use of the Common Areas, roads within the properties, personal conduct of the Members and their guest thereon and take such steps as it deems necessary for the enforcement of such rules and regulations, including the imposition of monetary penalties and/or the suspension of voting rights. Rules and Regulations adopted by the Board may contain reasonable variations and distinctions as between Owners and tenants. (e) Contract for and pay premiums for fire, casualty, liability and other insurance which may be required from time to time by the GRANT PLACE TOWNHOMES ASSOCIATION; (f) Contract and pay for maintenance, landscaping, utilities, materials, supplies, labor and services that may be required from time to time in relation to all Common Areas, Common Property and roads located within Grant Place Townhomes. (g) Pay all taxes, special assessments and other assessment and charges which are or would become a lien on any portion of the Common Areas; (h) Contract for and pay for construction or reconstruction of any portion or portions of the common areas or common properties which have been damaged or destroyed and which are to be rebuilt. (i) Delegate its duties and powers hereunder to committees established by the Board. (j) Levy and collect Assessments from the Members of GRANT PLACE TOWNHOMES ASSOCIATION in accordance with the Declaration. (k) Perform all acts required by the Board under the Declaration. (l) Prepare budgets and maintain a full set of books and records showing the financial condition of the affairs of the GRANT PLACE TOWNHOMES ASSOCIATION in a manner consistent with generally accepted accounting principles, and at no greater than annual intervals prepare an annual financial report, a copy of which shall be delivered to each Member. BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 6 OF 13 (m) Appoint such other committees as it deems necessary from time to time in connection with the affairs of the GRANT PLACE TOWNHOMES ASSOCIATION. (n) Fill vacancies on the Board of Directors or in any committee, except for a vacancy created by the removal of a Board member. (o) Open bank accounts and borrow money on behalf of the GRANT PLACE TOWNHOMES ASSOCIATION and designate the signatories to such accounts. (p) Bring and defend actions on behalf of the Members in common or the GRANT PLACE TOWNHOMES ASSOCIATION to protect the interests of the Members or the Association, as such, so long as the action is pertinent to the operations of Association, and assess the Members for the cost of such litigation. (q) Enter the owners lot, subject to the notice requirements of the Declaration, in connection with construction, maintenance or emergency repairs of any common area or common property. ARTICLE IV. Officers 4.1. Designation of Officers. The officers of this Association shall be a President, a Secretary, and a Treasurer. Each officer, except those elected or appointed by Declarant, shall be a Lot Owner or the individual nominee of a Lot Owner which is other than an individual. A person may hold one or more of such offices at one time, except that the President shall not at the same time hold another office in the Association. 4.2 Election of Officers. Officers of the Association shall be elected by the Board. Election shall be held annually at the first meeting of the Board held after the annual meeting of the members, except that the first Board shall elect officers as soon as practicable after filing the Declaration 4.3. Term. Each officer shall serve until his successor has been duly elected and has qualified. 4.4. Removal. Any officer may be removed with or without cause and without notice by the Board. 4.5. Vacancy. Any vacancy in any office shall be filled by the Board, and an officer elected to fill a vacancy shall serve for the unexpired term of his predecessor in office. 4.6. Powers and Duties of Officers. BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 7 OF 13 (a) President. The President shall be the chief executive officer of the Association and shall have all of the powers and duties incident to the office of a president of a corporation, including, but not limited to, the duty to preside at all meetings of the Board and of the members and the general supervision of officers in the management of the business and affairs of the Association; and shall see that all actions and resolutions of the Board are carried into effect. (b) Secretary. The Secretary shall keep the minutes of all meetings and actions of the Board and of the members, shall give all required notices to the Directors and members, shall keep the records of the Association, except those kept by the Treasurer; shall perform all other duties incident to the office of a secretary of a corporation; and shall perform such other duties required by the Board or the President. (c) Treasurer. The Treasurer shall have custody of all intangible property of the Association, including funds, securities, and evidences of indebtedness; shall keep the books of the Association in accordance with good accounting practices and principles, and, upon request, shall: submit them, together with all vouchers, receipts, records, and other papers to the Board for examination and approval; shall deposit all moneys and other valuable effects in depositories designated by the Board; shall disburse funds of the Association as directed by the Board; and shall perform all other duties incident to the office of a treasurer of a corporation. 4.7. Execution of Agreements, etc. All, agreements, deeds, mortgages, or other instruments shall be executed by any two (2) officers, or by such other person or persons as may be designated by the Board. 4.8. Compensation of Officers Restricted. No officer shall be compensated for his services in such capacity, but may be reimbursed for out-of-pocket expenses incurred in performing his duties. 4.9. Additional Officers. The Board may elect such other officers and designate their powers and duties, as it shall deem necessary or desirable. ARTICLE V. Indemnification of Directors and Officers The Association shall indemnify such persons, for such expenses and abilities, in such manner, under such circumstances, and to such extent, as permitted by the Act, as now enacted or hereafter amended. ARTICLE VI. Compliance, Enforcement, Fines and Penalties BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 8 OF 13 6.1. Default and Remedies. A default in or failure to comply with any of the terms, conditions, obligations, and provisions of the Act, the Covenants, Conditions and Restrictions (CC&R’s), these Bylaws, the Articles, or the rules and regulations, as the same may be amended from time to time, by any Lot Owner or Occupant, shall be grounds for relief that may include, without intending to limit the same or to constitute an election of remedies, an action to recover fines and penalties as determined by the Board, sums due for damages, an injunction, or any combination thereof, and which relief may be sought by the Association, an aggrieved Lot Owner, or by any person or class of persons adversely affected. Also, if any member fails to perform any obligation under the Act, the Declaration, these Bylaws, the Articles or such rules and regulations, then the Association may, but is not obligated to perform the same for the members account, and for such purpose may enter upon his/her Lot, may make necessary repairs, advance expenses or other sums necessary to cure the default, and for such expenses and costs may levy a special assessment against the Lot owned by such defaulting member. 6.2. Notice of Default and Failure to Cure. In the event of such default or failure, the Board shall serve upon or mail to the defaulting member, and each first mortgagee of that member's Lot, a written notice specifying the nature of the default, the cure thereof, and th e time within which the cure shall be effected. Within the time limit specified in the notice, the defaulting member may cure the default specified, or serve upon or mail a written notice to the Board requesting a hearing before the Board. If a hearing is so requested, the Board shall thereafter serve upon or mail to the defaulting member, and to each such first mortgagee, a notice specifying the time and place for such hearing. At the hearing, the Board shall take such evidence and hear such testimony, as it deems necessary or desirable. The Board shall not exercise any remedies to obtain relief from the default until the hearing is over and the Board has made its determination and served upon or mailed the same to the defaulting member and each such first mortgagee. The hearing may be continued from time to time as determined by the Board. Upon taking such evidence and hearing such testimony, the Board, at the hearing or at such later time, shall determine, in writing, and, at its sole option, to waive the default in whole or in part, to extend the time within which the default may be cured, or to proceed immediately to levy a fine or penalty, or to exercise any one or more of the remedies available to the Board due to such default. The Board shall serve upon or mail to the defaulting member, and to each such first mortgagee, a copy of its determination. If the defaulting member (i) does not cure the default or request a hearing within the time limit specified in the original notice of default given pursuant to this Section, or (ii) so requests a hearing, but fails to cure the default (to the extent not waived by the Board) within the extended time, if any, granted by the Board after hearing, then the Board shall serve upon or mail to the defaulting member, and to each such first mortgagee, a written notice of such member's failure to effect a cure, and the Board may then proceed to take such action, as it deems necessary to obtain relief. 6.3 Abatement in Addition to Other Remedies. In the event a member fails to effect the cure specified by the Board within the time period set out in (i) or (ii) of Section 6.2 hereof, whichever is applicable, where the default is a structure, thing, or condition existing in or on the premises of the member's Lot, the Board, or its duly authorized representative, shall have BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 9 OF 13 the right to enter upon the premises of the member's Lot in which, on which, or as to which such default exists, and summarily to abate and remove, at the defaulting member's expense (and levy an assessment therefor as provided in Section 6.1 hereof), the structure, thing, or condition constituting the default, and the Board, the Association, and their agents, employees, and representatives shall not thereby be deemed guilty of any manner of trespass. 6.4. Injunction. Any person or class of persons entitled to seek relief for any such default or failure may obtain a temporary restraining order, injunction or similar relief, without first using the procedure established by Section 6.2 hereof, if such default or failure creates an emergency or a situation dangerous to persons or property. 6.5. Recovery of Attorneys' Fees and Costs. In any proceeding arising because of an alleged default by a member, the prevailing party shall be entitled to recover the costs of such proceeding and such reasonable attorneys' fees as may be allowed by the court, with interest thereon at eight percent (8%) per annum from the dates such costs are incurred until paid. 6.6. Non-waiver of Covenants. The failure of the Association or of any member thereof to enforce any term, provision, right, covenant, or condition that may be granted by the CC&R’s, these Bylaws, the Articles, the rules and regulations or the Act, as the same may from time to time be amended, shall not constitute a waiver or abrogation of the right of the Association or a member to enforce such term, provision, right, covenant, or condition in the future, irrespective of the number of violations or breaches thereof that may have occurred. 6.7. Assessment Liens. Assessments liens shall be enforced pursuant to the CC&R’s and not pursuant to this Article VI. ARTICLE VII. Amendment An amendment to these Bylaws shall be made and approved by an affirmative vote of 67% of the total votes in the Association at the annual meeting or a special meeting called for that purpose, and holders of at least fifty-one (51) percent of the first mortgages (based on one (1) vote for each first mortgage owned) of the individual Lots. ARTICLE VIII. COMMITTEES 8.01 Committees of Directors. In addition to the Architectural Control Committee and General Maintenance Committee appointed and constituted pursuant to the Declaration, the board may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more Members (who may also be directors) to serve at the pleasure of the Board. Committees shall have all the authority of the Board with respect to matters within their area of assigned responsibilities, except that no committee, regardless of Board resolution may: BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 10 OF 13 (a) Take any final action on any matter which requires the approval of the members. (b) Fill vacancies on the Board of Directors or on any committee which has been delegated any authority of the Board. (c) Amend or repeal Bylaws or adopt new Bylaws. (d) Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable. (e) Appoint any other committees of the Board of Directors or designate the members of those committees. ARTICLE IX GRANT PLACE TOWNHOMES ASSOCIATION FINANCES 9.01 Assessments. Owners of Lots within Grant Place Townhomes are subject to regular, special, and special individual assessments as more particularly described in Article III of the Declaration. 9.02. Checks. All checks or demands for money and notes of the GRANT PLACE TOWNHOMES ASSOCIATION shall be signed by the President and the Treasurer. Notwithstanding the foregoing, any withdrawal of funds from the Associations reserve accounts shall require the signature of two directors. 9.03. Operating Account. There shall be established and maintained a cash deposit account to be known as the “Operating Account” into which shall be deposited the operating portion of all Regular, Special or Special Individual Assessments as fixed and determined for all Members. Disbursements from such account shall be for the general need of the operation including, but not limited to, wages, repairs, betterments, maintenance, and other operating expenses. 9.04. Other Accounts. The Board shall maintain any other accounts it shall deem necessary to carry out its purposes, including reserve accounts for replacement of capital improvements as more particularly set forth in Article III of the Declaration. All GRANT PLACE TOWNHOMES ASSOCIATION accounts shall be maintained in accordance with generally accepted accounting principles. 9.05. Budget and Financial Statements. A pro forma operating budget and financial statement shall be distributed to Members not less than 45 days nor more than 60 days prior to the beginning of the fiscal year. For purposes of this section, fiscal year shall mean December to December. BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 11 OF 13 9.06. Review of Accounts. On no less than a quarterly basis, the Board of Directors shall: (a) Review a current reconciliation of the GRANT PLACE TOWNHOMES ASSOCIATION operating accounts; (b) Review a current reconciliation of the GRANT PLACE TOWNHOMES ASSOCIATION Reserve Accounts; (c) Review the GRANT PLACE TOWNHOMES ASSOCIATION income and expense statement for the operating and reserve accounts. ARTICLE X OTHER REQUIRED REPORTS AND DISCLSOURES TO MEMBERS 10.01. Annual Statement Regarding Delinquency/Foreclosure Policy. In addition to the budget and financial statements described in Section 10.05, above, the Board of Directors shall annually distribute within 60 days prior to the beginning of the fiscal year, a statement describing the Associations policies and practices in enforcing remedies against Members for defaults in the payment of Regular, Special or S pecial Individual Assessments including the recording and foreclosing of liens against a Member’s Lot. 10.02. Annual Insurance Summary. The Board shall distribute to its Members a summary of the Associations property, general liability and earthquake and flood insurance (if any) within 30 days after receipt of the annual renewal notice. If any policies described in the summary lapse or are cancelled and are not immediately renewed, restored or replaced, or if there is a significant change in the policies, such as a reduction in coverage or limits or an increase in the deductible, then the Association shall, give notice to the Members within 30 days of such changes. 10.03. Disclosure of Schedule of Fines or Other Monetary Penalties. If the Association adopts a schedule for fines for commonly recurring infractions of the Governing Documents, or any other policy imposing a monetary penalty or a fee on any Member for violation of any Governing Document or the Association Rules, including any monetary penalty relating to the activities of a guest or invitee of a Member, the Board shall distribute the schedule or policy to the Members by either personal deliver or by first-class mail. This distribution obligation shall arise whenever such a schedule or policy is adopted or subsequently amended. ARTICLE XI. General Provisions 11.1. Rules and Regulations. (a) By the Board. The Board may promulgate from time to time such rules and regulations as it deems reasonable and necessary governing the administration, management, BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 12 OF 13 operation, and use of the Common Elements so as to promote the common use and enjoyment thereof by Lot Owners and Occupants and for the protection and preservation thereof. In addition the Board may adopt such rules and regulations, as it deems reasonable and necessary with respect to Lots to provide for the common good and enjoyment of all Lot Owners and Occupants, including, without limitation, the right to adopt such rules and regulations with reference to children, animals and leases. (b) By the Association. Any such rule or regulation adopted by the Board may be amended, modified, or revoked, and new and additional rules and regulations may be adopted by members at an annual or special meeting of the members. Any such act of the members shall control over any contrary rule or regulation then or thereafter adopted by the Board. (c) Uniform Application. All rules and regulations shall be equally and uniformly applicable to all Lot Owners, Occupants and Lots, but need not be equally and uniformly applicable if it is determined that such unequal or non-uniform application is in the best interest of the Association, or if equal and uniform application is not practicable. (d) Copies Furnished. Copies of all such rules and regulations and any am endments thereto shall be furnished to all members, and a copy shall be posted or otherwise made available to members at the office of the Association. However, failure to furnish or post, or make available such rules or regulations shall not affect in an y way their validity or enforceability. 11.2. Parliamentary Authority. Robert's Rules of Order, Newly Revised, shall govern the conduct of Association proceedings when not in conflict with the CC&R’s, these Bylaws, the Articles, the Act or any statutes of the State of Washington applicable thereto. The chairman of the meeting shall have the authority to appoint a parliamentarian. 11.3. Compliance with the Act; Conflict; Severability. These Bylaws are established in compliance with the Act, as amended. Should any of the terms, conditions, provisions, paragraphs or clauses of these Bylaws conflict with any of the provisions of the Act, the provisions of the Act shall control. In the case of any conflict between the provisions of these Bylaws and the CC&R’s, the CC&R’s shall control. If any term provision, limitation, paragraph or clause of these Bylaws, or the application thereof to any person or circumstance is judicially held to be invalid, such determination shall not affect the enforceability, validit y or effect of the remainder of these Bylaws, or the application thereof to any other person or circumstance. 11.4. Corporate Seal. The Association shall have no corporate seal. 11.5. Interpretation of Bylaws. Whenever appropriate the singular number may be read as the plural, and the plural may be read as the singular. The masculine gender may be read as the feminine gender or as the neuter gender. Compound words beginning with the prefix "here" shall be read as referring to this entire set of Bylaws and not merely to the part of it in which they appear. BYLAWS OF GRANT PLACE TOWNHOMES ASSOCIATION PAGE 13 OF 13 The undersigned, the duly elected and acting Secretary of the Association, hereby certifies that the foregoing Bylaws have been duly adopted by the Association, and are in full force and effect as of the date hereof. Dated this _______ day of January, 2023. GRANT PLACE TOWNHOMES ASSOCIATION _______________________________ By: ANDY CHANG, Secretary Attest: ________________________________ By: ANDY CHANG, President M:\31000\31748 Grant Place Townhomes (Singh)\HOA\Bylaws.doc