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HomeMy WebLinkAboutArticles_of_Incorporation_and_Bylaws_17.03.301 CERTIFICATE OF ARTICLES OF INCORPORATION FOR 28 Hundred Home Owner’s Association A Washington Nonprofit Corporation In compliance with the requirements of Revised Code of Washington chapter 24.03, as amended, 28 Hundred Home Owner’s Association, a nonprofit corporation, hereby adopts this Certificate of Articles of Incorporation for 28 Hundred Home Owner’s Association. ARTICLE I Name The name of this corporation is 28 Hundred Home Owner’s Association. ARTICLE II Duration The period of duration of this corporation shall be perpetual. ARTICLE Ill Purpose The purposes for which this corporation is organized are to promote the welfare and interests of the residents of the 28 Hundred Development as defined by the Declaration of Protective Covenants for 28 Hundred as recorded in King County, Washington by administering and enforcing the protective covenants governing the use of the property in the development, approving plans for improvements of lots in the development in accordance with the protective covenants, engaging in civic improvements and development activities, acquiring, owning, improving, managing, repairing, maintaining and operating real and personal property for the benefit of its members, and to do such things as may be necessary and convenient to accomplish all such purposes. ARTICLE IV Internal Regulations Section 1. Lots. As used in these Articles, Lot or Lots shall refer to Lots which are described in the Declaration of Protective Covenants for 28 Hundred as recorded in King County, Washington. Section 2. Memberships. There shall be a maximum of one membership in this corporation for each Lot and no more memberships. Membership in this corporation shall be appurtenant to and not severable from such fee ownership interest and shall transfer and terminate with transfers and termination of such interests without further action on the part of this corporation or its several members. Membership shall stand in the name or 2 names of the persons who from time to time are record fee title owners of lots. The holders of the memberships shall be members of this corporation. Section 3. Assessments. Each membership shall be subject to assessment in an amount determined by the Directors for administrative costs of the corporation and for Articles of Incorporation maintaining, repairing, improving, reconstructing, replacing, and regulating any property which the corporation may acquire and any other property that the corporation is required to maintain per the Declaration of Protective Covenants for 28 Hundred as recorded in King County, Washington ("Protective Covenants"). The assessments shall be equally applied against each membership. The members who hold the membership shall be jointly and severally liable for assessments against the membership. Section 4. Voting. Each membership shall be entitled to exercise one vote on each matter presented to the membership for consideration. A party which holds more than one membership shall have one vote for each membership it holds. The manner of exercising the vote shall be as set forth in the bylaws. Section 5. Term of Initial Board. The initial Board of Directors shall serve until the expiration of the Development Period, which is defined in the Protective Covenants and which definition is incorporated herein as if set forth in full. Any vacancy occurring in the initial Board of Directors, regardless of the cause therefore, shall be filled by the action of the Declarant. Section 6. Election of Directors. Until the expiration of the Development Period, all Directors shall be appointed, and may be removed or replaced without cause by the Declarant. Upon the expiration of the Development Period, no less than three but no more than five Directors shall be elected by the membership. The number of Directors may otherwise be increased or decreased consistent with the Bylaws. A person receiving the most votes at an election of Directors shall be elected regardless whether such person receives a majority. If more than one Director is to be elected at a meeting then each Director shall be elected separately so that, for example, the first vacancy shall be filled by election before the nominations are closed and the election is held for the second vacancy. Nominations shall be made separately for each vacancy, may be made by a committee appointed by the President and may be made from the floor. Section 7. Term of Directors After Development Period. One Director shall be elected for a term of two years and two Directors shall be elected for a term of one year. The term of such Directors shall end on the day of the month on which the annual meeting of members is held; provided that in any event each of such Directors shall serve a term of at least one full year. Thereafter, at the expiration of the term of each of such Directors, a Director shall be elected for a term of two years to fill the vacancy. In any event, each Director shall serve until a successor is elected and qualified and shall be elected at an annual meeting of members. Section 8. Qualifications of Directors. After the initial term of Directors ends, no person shall be qualified to be elected as Director of this corporation or to continue to hold 3 office as Director of this corporation unless such person holds a membership in this corporation. Section 9. Reserves. As determined by its Directors, from time to time this corporation may establish and maintain reasonable reserves for maintenance and replacement of its property. Section 10. Amendment. These Articles may be amended by a majority vote of those present at a meeting of the Home Owner’s Association at which a quorum is present, provided that during the Development Period, the Declarant may unilaterally amend these Articles at any time if such amendment is necessary to bring any provision hereof into compliance with any applicable statute, rule, regulation or judicial decision. No amendment to these Articles shall be adopted during the Development Period without the written consent of the Declarant. ARTICLE V Initial Registered Agent The address of the initial registered office of the corporation is 720 N 10th St. A282 Renton WA 98057, and the name of the initial registered agent of this corporation at such address is GREYSTOKE, LLC, a Washington limited liability company. ARTICLE VI Initial Board of Directors The initial Board of Directors shall be comprised of a minimum of two Directors. The names and addresses of the persons who are to serve as the initial Directors are: Yves Tang GREYSTOKE, LLC 1300 720 N 10th St. A282 Renton, WA 98057 14th Ave. S.E., Suite 100 Bellevue, WA 98004 Brett Michaelson GREYSTOKE, LLC 130 720 N 10th St. A282 Renton, WA 98057ve. S. E., Suite 100 ARTICLE VII Incorporator The name and address of the incorporator is GREYSTOKE, LLC, 720 N 10th St. A282 Renton, WA 98057 4 ARTICLE VIII Distribution of Dissolution In the event of dissolution of the corporation, the net assets of the corporation shall be distributed among persons and parties holding its memberships in proportion to the number of votes held by the respective memberships. ARTICLE IX Indemnification To the full extent permitted by law each Officer and Director of this corporation shall be indemnified by the corporation from and on account of any liability for acts or omissions occurring during the course of business or activities undertaken on behalf of the corporation, including but not limited to any action, suit, or other proceeding (including settlement of any suit or proceeding, if approved by the corporation's Board) to which such Officer or Director may be a party by reason of being or having been an Officer or Director. This indemnification shall include indemnification against all costs and expenses, including attorneys' fees, litigation costs, civil penalties, fines and other charges incurred incident thereto. This indemnification shall not extend to any individual or joint willful misfeasance, willful malfeasance, willful misconduct, or bad faith on the part of any Officer or Director, nor shall this indemnification extend to any action by or on behalf of the Corporation against a Director in which action the Director has been adjudged guilty of any breach of duty toward the Corporation- In addition, no Officer or Director shall be personally liable to the corporation or any of its members for monetary damages for any mistake of judgment, negligent conduct or other conduct as an Officer or Director; provided that this provision shall not eliminate or limit the liability of an Officer or Director for acts or omissions that involve willful misfeasance, willful malfeasance, willful misconduct, or bad faith by the Officer or Director or for any transaction from which the Officer or Director will personally receive a benefit in money, property, or services to which the Officer or Director is not legally entitled. To the extent that it is necessary for the Officers or Directors to implement this indemnification, at the request of an Officer or Director, the Officers or Directors shall take such action as is appropriate and allowable to implement this indemnification. The corporation may, at the discretion of the Board of the corporation, maintain adequate general liability and Officers' and Directors' liability insurance to fund this obligation, if such coverage is reasonably available. DATED: February , 2014. GREYSTOKE, LLC a Washington limited liability company by Gar y Yves Tang, Managing Member 5 CONSENT TO SERVE AS REGISTERED AGENT GREYSTOKE, LLC, a Washington limited liability company, hereby consents to serve as Registered Agent, in the State of Washington, for 28 Hundred Home Owner’s Association, a Washington nonprofit corporation. We understand that as agent for the corporation, it will be our responsibility to receive service of process of the name of the corporation, to forward all mail to the corporation; and to immediately notify the office of the Secretary for State in the event of our resignation, or of any changes in the registered office address of the corporation for which we are agent. DATED: August , 2014. GREYSTOKE, LLC a Washington limited Liability Company by Gary Sanford Yves Tang, Managing Member 1300 114th Avenue S.E., suite 100 Bellevue, WA. 98004 STATE OF WASHINGTON COUNTY OF KING I certify that I know or have satisfactory evidence that Yves Tang signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Manager of GREYSTOKE, LLC to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: February , 2014. Notary Public My appointment expires: 1 BYLAWS of 28 Hundred Home Owner’s Association a Washington Nonprofit Corporation ARTICLE I Offices and Definitions Section 1. Offices. This corporation shall have such offices as the Board of Directors may designate or its business may require from time to time. Section 2. Definitions. The corporation may be referred to herein as the "Home Owner’s Association", as defined in the Declaration of Protective Covenants for 28 Hundred. "Declaration" refers to the Declaration of Protective Covenants for 28 Hundred. "Articles" refers to the Articles of Incorporation as filed on , 2017 with the Secretary of State of Washington, and as restated or amended. ARTICLE II Number of Directors The initial number of Directors of this corporation shall be two. The number of Directors is otherwise subject to change as provided in the Articles. ARTICLE Ill Members and Membership Section 1. Annual Meeting. The annual meeting of the members shall be held within the first quarter of each calendar year with the date to be determined by the Board, commencing in 2017, for the purpose of electing Directors if any are to be elected and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state of Washington, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the day designated herein, the Board of Directors shall cause a special meeting of members to be held as soon thereafter as may be convenient to elect Directors. Section 2. Special Meetings. Special meetings of the members may be called for any purpose or purposes by the President, or by a majority of the Board of Directors and shall be called by the Secretary at the written request of any members holding not less than twenty five percent (25%) of all votes of the members. Section 3. Place of Meeting. The annual meeting or special meetings of the members shall be held at such place within King County, Washington, as the Board of Directors may from time to time designate. Section 4. Notice of Meetings. It shall be the duty of the Secretary to mail by first class prepaid United States mail or cause to be hand delivered to the Owner of each Lot (as shown in the records of the Home Owner’s Association) a notice of each annual or special meeting of the Home Owner’s Association. The mailing or delivery of a notice of meeting in the manner provided in this Section shall be served not less than fourteen (14) nor more 2 than sixty (60) days before a meeting. The notice of any special meeting shall state the date, time, and place of such meeting and the business to be placed on the agenda by the Board of Directors for a vote by the members, including the general nature of any proposed amendment to the Articles of Incorporation, Bylaws, any budget or changes in the previously approved budget that result in a change in assessment obligation, and any proposal to remove a Director. Presence at any such meeting shall be deemed a waiver of any required notice or defect therein. Section 5. Quorum. The presence in person or by proxy of holders of one third (33 1/3%) of the votes of the members shall constitute a quorum at a meeting of members. If a quorum is present, a majority affirmative vote of the members present and entitled to vote shall be the act of the members unless the vote of a greater number or voting by classes is required by law, the Articles of Incorporation or these Bylaws. If a quorum is present at the opening of a meeting, it shall be deemed to exist throughout the meeting. Notwithstanding the foregoing and pursuant to RCW 64.38.025(3), unless seventy-five percent (75%) or more of the members, in person or by proxy, reject a budget proposed by the Board, the budget is ratified, whether or not a quorum of members is present. Section 6. Method of Voting. The holder of a membership entitled to vote may vote in person or by mail or by proxy. No right to cumulate votes at the election of Directors shall exist. Each membership shall have one vote on each matter submitted to a vote at a meeting of membership as is provided for in the Articles of Incorporation. If a membership is held by more than one member, then the holders of the membership shall designate the person or proxy who shall exercise the vote of the membership. If more than one person or proxy shall attempt to exercise the vote of the membership on the same issue, then the vote of the membership shall be disregarded, and the membership shall be recorded as having abstained from the vote. Section 7. Voting by_ Certain Members. The votes of memberships held by a corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine. A certified copy of a resolution adopted by such directors shall be conclusive as to their action. The votes of memberships held by a partnership may be voted by any partner. The votes of memberships held by a limited liability company may be voted by any representative of the limited liability company. The votes of memberships which are held by administrators, executors, guardians or conservators may be voted by them, either in person or by proxy, without a transfer of such memberships into their names. The votes of memberships which are held by trustees may be voted by them either in person or by proxy, but no trustees shall be entitled to vote memberships held by them without a transfer of such memberships into their name. The votes of memberships which are held by receivers may be voted by such receivers, and memberships under the control of a receiver may be voted by the receiver without the transfer thereof into their name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed. Section 8. Informal Action by Members or Directors. Any action required to be taken at a meeting of the membership or Directors or any other action which may be taken at a meeting of the membership or Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the affirmative vote of a majority of all the members or Directors entitled to vote with respect to the subject matter thereof. The Secretary shall mail the written notice to all members and shall include (1) a proposed written resolution setting forth a description of the proposed action and (2) a statement that 3 such persons are entitled to vote by mail for or against such a proposal on a date not less than 20 days after the date of such notice shall have been mailed on or before which all votes must be received. Votes received after the specified date shall not be effective. Hand delivery of a vote in writing to the principal office of the corporation shall be equivalent to receipt of a vote by mail for the purposes of this Article Ill, Section 8. Section 9. Suspension of Voting Rights. During any period in which a member shall be in default in the payment of any assessment levied by the corporation or the Declarant, the voting rights of such member may be suspended by the Board. Such voting rights may be also suspended for violation of any provision of the Declaration, the Articles, the Bylaws, or the rules and regulations of the corporation. In the event voting rights have been suspended, such votes(s) shall not be counted for any purpose, including for the purpose of determining whether a quorum has been achieved or whether any required majority has been achieved. ARTICLE IV Board of Directors Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors, except as provided in Section 9 of this Article. The Board may delegate the day-to-day management duties of the corporation to any Officer of the corporation or to a managing agent not a member of the Board of the corporation. Section 2. Change in Number, Tenure and Qualifications. The number of Directors may be increased or decreased consistent with statutory requirements and subject to the provisions of this Article IV by amendment to these Bylaws. After the initial term of Directors ends, no person shall thereafter be qualified to be elected as Director of this corporation or to continue to hold office as Director of this corporation unless such person is a member of this corporation. Except as provided in the Articles of Incorporation and unless removed in accordance with the provisions of these Bylaws, each Director shall hold office until the second annual meeting of the members after the meeting at which they were elected and until their successor shall have been elected and qualified. Section 3. Regular Meetings. Without other notice than this bylaw, a regular meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place, within the State of Washington as the place for holding any other regular meetings of the Board of Directors or committees called by them. In addition the President or any Director may call a special meeting of the Board of Directors. Section 4. Notice. Written notice of special meetings of the Board of Directors stating the time and place thereof shall be given at least two (2) days prior to the date set for such meeting by the person authorized to call such meeting or the Secretary of the corporation either by personal delivery to each Director or by telegram. If mailed, the notice shall be deemed to be given when deposited in the United States mail, postage prepaid, so addressed to the Director. If notice is given by telegram, the notice shall be deemed given when the telegram is delivered to the telegraph company for transmission. If no place for such meeting is designated in the notice thereof, the meeting shall be held at the registered office of the corporation. Any Director may waive notice of any meeting at any time. The attendance of a Director at a meeting shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither 4 the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 5. Quorum. A majority of the number of Directors fixed by these bylaws shall constitute a quorum for the transaction of any business at any meeting of Directors. Section 6. Manner of Acting. The act of the majority of the Directors present at a meeting or adjourned meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by the Articles of Incorporation or these Bylaws. Section 7. Removal. After termination of the Development Period, any one or more of the Board of Directors may be removed from office with or without cause by a majority vote of the membership. Section 8. Vacancies. Subject to the provisions of Article IV of the Articles of Incorporation, any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors for a term of office continuing only until the next election of Directors by membership. Section 9. Architectural Control. Until the end of the Development Period, the Declarant shall appoint members of the Architectural Control Committee described in Article C of the Declaration of Protective Covenants for 28 Hundred. After the end of the Development Period, the Directors of this Home Owner’s Association shall act as the Architectural Control Committee or may delegate such duties to a committee appointed by the Board of Directors so long as at least two seats on the Architectural Control Committee are filled by Directors. The Board is not obligated to fill a vacancy unless there are less than three members of the Architectural Control Committee. Section 10. Open Board Meetings. All meetings of the Board of Directors shall be open to all members, except as otherwise provided by RCW 64.38.035. The Board of Directors shall keep minutes of all actions taken by the Board, which shall be available to all members. Section 11. Executive Sessions. Upon the affirmative vote in open meeting to assemble in closed session, the Board of Directors may convene in a 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 possible violations of the Articles of Incorporation, Declaration and/or Bylaws of the Home Owner’s Association, and matters involving the possible liability of a member to the Home Owner’s Association. The motion shall state specifically the purpose for the closed session. Reference to the motion and the referred purpose shall be included in the minutes. The Board of Directors shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the Board of Directors, following the closed session, reconvenes in open meeting, and votes in 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. 5 Section 12. Ratification of Budgets. Within thirty (30) days after adoption by the Board of Directors of any proposed regular or special budget of the Home Owner’s Association, the Board shall set a date for a meeting of the members to consider ratification of the budget not less than fourteen (14) nor more than sixty (60) days after mailing of the summary. Unless at that meeting seventy five percent (75%) or more of the members vote, in person or by proxy, to reject the budget, 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 last ratified by the members shall be continued until such time as the members ratify a subsequent budget proposed by the Board of Directors. Section 13. Limitations on Authority of Board of Directors. Notwithstanding any other provision in these Bylaws, the Board of Directors may not act on behalf of the Home Owner’s Association to amend the Articles of Incorporation, to terminate the Home Owner’s Association, to elect members of the Board of Directors other than to fill a vacancy pursuant to Article IV, Section 8, or to determine the qualifications, powers, duties or terms of office of members of the Board of Directors. ARTICLE V Officers Section 1. Number. The Officers of the corporation shall be President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant Officers as may be deemed necessary or appropriate may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary. An Officer may sit on the Board of Directors as determined by the Board of Directors. Section 2. Election and Term of Office. The Officers of the corporation to be elected by the Board of Directors may be elected for such term as the Board may deem advisable not to exceed three years. Officers of the corporation shall be elected at the first meeting of Directors following the expiration of the term of office. Each Officer shall hold office until their successor shall have been duly elected and qualified regardless of their term of office, except in the event of their prior death or resignation or their removal in the manner hereinafter provided. Section 3. Removal. Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer or agent shall not of itself create contract right or rights to compensation. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. President. 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 sign all promissory notes. The President shall prepare, execute, certify, and record amendments to the Articles of 6 Incorporation, the Declaration, and these Bylaws, at the request and under the direction of the Board of Directors, as authorized by the members when applicable. Section 6. Secretary. The Secretary shall: (a) keep the minutes of members' and Board meetings; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Home Owner’s Association; (d) keep a register of the post office address of each member as furnished to the Secretary by each member; (e) have general charge of the membership books of the corporation, and (f) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board. Section 7. Treasurer. The Treasurer shall have primary responsibility for oversight of all financial matters for the corporation, including preparation of the budget as provided for in the Declaration, preparing and delivering the annual financial report, and insuring the financial records of the corporation have been maintained properly and in accordance with good accounting practices. The Treasurer may delegate all or part of the preparation and notification duties to a finance committee, a management agent, or both. ARTICLE VI Contracts, Loans, Checks and Deposits Section 1. Contracts. The Board of Directors may authorize any Officer or Officer s, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the corporation, and that authority may be general or confined to specific instances. A Director or Officer of the corporation shall not be disqualified by their office from dealing or contracting with the corporation either as a vendor, purchaser, creditor, debtor, or otherwise. The fact that any Director or Officer, or any firm of which any Director of the corporation is a member, officer or director, is in any way interested in any transaction or contract shall not make the transaction or contract void or voidable, or require the Director or Officer of the corporation to account to the corporation for any profits there from if the transaction or contract is or shall be authorized, ratified or approved by vote of a majority of a quorum of the Board of Directors excluding the interested Director. Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. That authority may be general or confined to specific instances. No loans shall be made by the corporation to its members, Officers or Directors. Section 3. Checks, Drafts: Deposits, etc. All checks, drafts or other orders for the payment of money notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the Officer or Officers, agent or agents of the corporation and in the manner as shall from time to time be determined by resolution of the Board of Directors. All funds of the corporation shall be deposited from time to time to the credit o f the corporation in the banks, trust companies or other depositories as the Board of Directors may select. Section 4. Financial Records. The Home Owner’s Association or its managing agent shall keep financial records sufficiently detailed to enable the Home Owner’s Association to fully declare to each Owner the true statement of its financial status. All financial and other records of the Home Owner’s Association, including but not limited to checks, bank records, and invoices, in whatever form they are kept, are the property of the Home Owner’s Association. Each Home Owner’s Association managing agent shall turn over all original 7 books and records, including electronic records, of the Home Owner’s Association immediately upon termination of the management relationship with the Home Owner’s Association, or upon such other demand as is made by the Board of Directors. An Home Owner’s Association's managing agent is entitled to keep copies of the Home Owner’s Association records. All records which the managing agent has turned over to the Home Owner’s Association shall be made reasonably available for the examination and copying by the managing agent. Section 5. Membership Records. All records of the Home Owner’s Association, including the names and addresses of Owners and other occupants of the lots, shall be available for examination by all members, holders of mortgages on the lots, and their respective authorized agents on reasonable advance notice during normal working hours at the offices of the Home Owner’s Association or its managing agent. The Home Owner’s Association shall not release the unlisted telephone number of any member. The Home Owner’s Association may impose and collect a reasonable charge for copies and any reasonable costs incurred by the Home Owner’s Association in providing access to records. Section 6. Financial Statements. At least annually, the Home Owner’s Association shall prepare or cause to be prepared, a financial statement of the Home Owner’s Association. In the event annual assessments by the Home Owner’s Association are twenty five thousand dollars ($25,000.00) or more, the financial statements shall be audited at least annually by an independent certified public accountant, but the audit may be waived if seventy five percent (75%) of the votes cast by members, in person or by proxy, at a meeting of the Home Owner’s Association at which a quorum is present, vote each year to waive the audit. Section 7. Home Owner’s Association Funds. The funds of the Home Owner’s Association shall be kept in accounts in the name of the Home Owner’s Association and shall not be commingled with the funds of any other Home Owner’s Association, nor with the funds of any manager of the Home Owner’s Association or any other person responsible for the custody of such funds. ARTICLE VII Waiver of Notice Whenever any notice is required to be given to any member or Director of the corporation under the provisions of these Bylaws, the Articles of Incorporation or law, a waiver thereof in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of notice. ARTICLE VIII Amendments Except for Section 2 of Article IV which may only be amended with the unanimous consent of all of the memberships entitled to vote, these bylaws may be altered, amended, or repealed and new bylaws may be adopted by the affirmative vote of a majority of the Board of Directors at a meeting called for that purpose, provided the Declarant may unilaterally amend these Bylaws at any time if such amendment is necessary to bring any provision hereof into compliance with any applicable statute, rule, regulation or judicial decision. No amendment to these Bylaws shall be adopted during the Development Period without written consent of the Declarant. 8 The foregoing was adopted as the Bylaws of 28 Hundred Home Owner’s Association at the first meeting of Directors held on . Yves Tang President, Director ATTEST: Secretary, Director