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By-Laws 001BY-LAWS OF WILLOW GLENN PRASE TIIREE HOMEOWNERS' ASSOCIATION I. REGISTERED OFFICE AND AGENT The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office. Any change in the registered agent or registered office shall be effective upon filing such change with the office of the Secretary of State of the State of Washington. II. MEMBERSHIP A. General. Except as provided in Section B hereof, membership in this corporation shall be limited to those persons, natural or artificial, owning or having a possessory interest in any lot within the following described property Lot 2 in Block 35 of McKenna imgated tracts, as per plat recorded in Volume 9 of Plats, Pages 43 and 44, records of Thurston County Auditor, except that portion conveyed [o Ibe Stale of Washington by deed recorded under Recording Na. 564006; situate in the County of Thurston, State of Washington. The privileges and facilities of the corporation shall be extended to the spouse and the children of the member under such riles and regulations as the Boazd of Directors may prescribe. B. Transfer to Membership. Membership privileges shall run with the land. Membership of any person shall automatically transfer to any other person who acquires the ownership of or possessory interest in any lot described in Section A hereof. Whenever the secretary-treasurer receives satisfactory evidence of the transfer of ownership of or possessory interest in any such lot, the secre[ary- treasurer shall register on the books of [he corporation a transfer of membership to the person acquiring such ownership or possessory interest Such transfer of membership shall carry with it all rights, privileges and duties of the transferor and shall catty with it the duty to abide by all the rules and regulations as set forth by the Board of Directors of this corporation. C. Votin¢ Eli¢ibiliri. Lot owners or purchasers shall have one membership vote per lot, and the purchaser under a real estate contract, mortgage or deed of Vast shall be deemed to be an owner for membership purposes. The vote for any membership owned by a single marital community may be cast by either spouse without the presentation of authority from the other. D. Dues and Assessments. Each lot owner or purchaser, by acceptance of a deed or real estate contract therefore, whether or not it shall be so expresses in any such deed or other conveyance, is deemed to covenant and agree to pay [o the corporation such amounts as dues and/or assessments as shall be fixed and established by the majority vote of the Board of Directors, in accordance with the Declazation of Covenants, Conditions and Restrictions of WILLOW GLENN PHASE THREE HOMEOWNERS' ASSOCIATION, and its Articles and By-Laws, as presently exist or as may be amended hereafter. E. Aonlicabiliri and Enforcement. All lots of WILLOW GLENN PHASE THREE HOMEOWNERS' ASSOCIATION are subject to Protcetive Covenants of record including, but not limited to, the lien and injunctive enforcement procedures contained therein IIl. MEMBERS' MEETINGS A. Annual Mcetings. The annual meeting of the members of this corporation, for the purposes of electing directors of the corpomtion and for such other business as may come before it, shall be held on the of of each year. All meetings shall be held at such location as is provided in the notice for each meeting. B. dial Meetings. Special meetings of the members of this corporation may be called at any Ume by the president or by the Boazd of Directors, or upon written request of the members who aze entitled [o vote one-fourth (1/4) of all of the votes of the membership. C. Notice of Meetings. 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, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the corporation, or supplied by such member to the corporation 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. D. Waiver of Notice. Notice of the Ume, place and purpose of any mceting may be waived in writing (either before or after such meeting) and will be waived by any member by is attendance thereat in person or by proxy, unless the member at the beginning of the meeting objects to holding the meeting or transacting business az the meeting. Any member so waiving shall be bound by [he proceedings of any such meeting in all respects as if due notice thereof had been given. E. Ouorvm and Adioumed Meetings. The presence at the mceting of members entitled to cast, or of proxies entitle to cast, one-tenth (] /10) of tbe votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meetings, until a quorum as aforesaid shall be present or be represented. F. Proxies. At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary-treasurer of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot. G. V o 'n .Each member shall be entitled to one (1) vote per lot owned on each matter submitted to a vote of members. IV. DIRECTORS A. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of the Board of Directors except as otherwise provided by the laws under which this corporation is formed or in the Articles of Incorporation. B. Number Tentne and Qualifications The initial number of directors is one and shall continue as the number until such time as eighty percent (g0%) of the Tots are sold by the developer, BROCKTON CONSTRUCTION, LLC, a Washington limited liability company. At that time, the Board of Directors shall consist of seven (7) directors, three (3) of whom shall have one (1) yeaz terms, and four (4) of wham shall have two (2) year temvs. Subsequently, elected directors shall have two (2) year terms. Each director shall hold office for the term for which the director is elected. C. Election. The directors shall be elected by a majority vote of the members at their annual meeting each year, or at any special meeting called for that purpose. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. D. Duties of Directors. A director of the corporation shall perform the duties of a director, including the duties as a member of any committee of the Board of Directors upon which the director may serve, in good faith, m a manner such director believes to be in the best interest of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a director, a director shall be entitle to rely on information, opinions, reports or statement, including financial statements and other financial data, in each case prepared or presented by: ]. One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent m the matter presented; 2. Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or 3. A committee of the Board of Directors upon which the director does not serve, duly designated in accordance with a provision in the Articles of Incorporation or these By-Laws, as to matters within its designated authority, which committee the director believes to merit confidence; so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicate by the circumstances and without knowledge that would cause such reliance to be unwarranted. E. Vacancies. Incase of any vacancy in the Board of Directors, including a vacancy resulting from an increase m the number of dvectors, the vacancy may be filled by a majority vote of the remaining directors, or the majority vote of the members at a special meeting called for the purpose of filing the vacancy. F. Removal of Directors. Any director may be removed with or without cause, by sixty-seven percent (67%) of the vote cast by members at a meeting at wMch a quorum is present. G. Meetings. 1. The annual meeting of the Board of Directors shall beheld immediately after the annual members' meeting at the same place as the annual members' meeting or at such other place and at such time as may be determined by the directors. 2. Special meetings may be called at any time and place upon the call of the president, secretary-treasurer, or any director. Notice of the time and place of each special meeting shall be given by the secretary-treasurer, or the persons calling the meeting, by mail, telephone, facsimile transmission, persona[ communication by telephone or otherwise at least [en (t0) days before said meeting. Notice of any special meeting may be waived in writing (either before or after such meeting) and is waived by any director by attendance thereat. H. Ouorum and Voting 1. A majority of the directors presently in office shall constitute a quorum. 2. At each meeting of the boazd at which a quorum is present, the act of a majority of the directors present al We meeting shall be the act of the Board of Directors. I. Comuensation. No director shall receive compensation for any service he may render to [he corporation. J. Action Taken Without a Mcetine. The directors shall have Ute right to take any action in the absence of a meeting which they could take at the 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 directors. V. OFFICERS A. Number. The officers of the corporation shatl be a president and asecretary- treasurer, both of whom shall be elected annually by the directors, and such other officers as the boazd may from time to time by resolution create. B. President. The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. The president shall, when present, preside at all meetings of the members and of the directors. The president may sign, with the secretary-treasurer, any instruments which the directors have authorized to be executed, and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the directors from time to time. C. Secretary-Treasures The secretary-treasurer shall keep the minutes of the members' and of the directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these By-Laws or as required, and be custodian of the corporate records of the corporation. The secretary-treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these By-Laws, and in general perform all of the duties incident to the office ofsecretary-treasurer and such other duties as fmm time to time may be assigned to him or her by the president or by the directors. At the expiration of the secretary-treasurer's term of office, he or she shall turn over to his or her successor all property of the corporation in the secretary-treasurer's possession. D. Removal. Any officer or agent elected or appointed by the directors maybe removed by the directors whenever, in their judgment, the best interest of the wrporation would be served thereby E. Vacancies. The Boazd of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his or her successor shall have been duly elected and qualified. VI. BOOKS AND RECORDS The corporation shall keep at its registered office, its principal office in this state, or at its secretary-treasurer's office, the following: 1. Current Articles of Incorporation and By-Laws; 2. A records of members, including names and addresses; 3. Correct and adequate records of account and finances; 4. A record of officers' and directors' names and addresses; 5. Minutes of the proceedings of the members, if any, the board, and any minutes which may be maintained by committees of the board. Records may be written, or electronic if capable of being converted to writing. The rewrds shall be open at any reasonable time to inspection by any member of more than two (2) months standing or a representative of more than five percent (5%) of the membership. Reasonable ws[ of inspecting or copying shall be home by such member. Use or sale of members' lists by such member if obtained by inspection is prohibited. V1I. LIMITATION OF CORPORATE ACTIVITY This corporation is organized as a non-profit corporation pursuant to RC W 24.03. Due to the non-profit status of the corporation, generation of revenue of any sort, other than donation, membership fees, or earned interest is precluded. VIII. AMENDMENTS These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the directors at any regular or special meeting of the Boazd of Directors, or at a regulaz or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy. In the case of any wnflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any wnflict between the Declarntion of Covenants and these By-Laws, the Declaration shall control. In witness whereof, I being the only director of WILLOW GLENN PHASE THREE HOMEOWNERS' ASSOCIATION, have hereunto set my hand this ~~ day of 1 wly , 2007. BROCKTON CONSTRUCTION, LLC By: L~.GrLn~.r M~ 6J¢lw.~cv~ Dennis M. Balascio, Manager Brockton Constmction, LLC