20050684 ByLaws BYLAWS
OF �
1VICKENZIE MEADOWS
HOMEOWNERS' ASSOCIATION
ARTICLE 1
NAME AND LOCATION
The name of the corporation is McKenzie Meadows Homeowners' Association, hereinafter
referred to as the "Association." The principal office of the corporation shall be located at 425 Pike
Street, Seattle,WA, 98101,but meetings of inembers and directors may be held at such places within
the state of Washington, county of Thurston, as may be designated by the Board of Directors. The
Association shall be a non-profit corporation formed under the provisions of RCW 24.03.
ARTICLE 2
DEFIlVITIONS
For purposes of the Declaration and the Articles of Incorporation and the Bylaws of
McKenzie Meadows Homeowners' Association, certain words and phrases shall have particular
meanings as follows:
Section 1 -Declaration
"Declaration" shall mean and refer to the Covenants, Conditions, and Restrictions of the
McKenzie Meadows Homeowners' Association ("Declaration"), as recorded in records of Thurston
County,Washington,under Thurston No.
Section 2-Association
"Association" shall mean and refer to McKenzie Meadows Homeowners' Association, its
successors,and assigns.
Section 3-Board
"Board" shall mean and refer to the Board of Directors of the Association, as provided for in
Article 4. For purposes of exercising the pbwers and duties assigned in the Declararion to the Board
during the Development Period, this term shall also mean the "Temporary Board" or "Declarant" as
provided in Article 16,unless the language or context clearly indicates otherwise.
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Section 4-Properties
"Properties" shall mean and refer to 1 through 24 of the plat of McKenzie Meadows, as
recorded in records of Thurston County,Washington.
Section 5-Common Areas
"Common Areas" shall mean and refer to all of the real property (including the
improvements thereto) owned by the Association for the common use and enjoyment of the members
of the Association, and such area owned as undivided interest by all Owners of said Lots 1 through
24, inclusive of the Properties, as more fully set forth in the Declaration.
Section 6-Common Maintenance Areas
"Common Maintenance Areas" shall mean those portions of all real property or public
right-of-way, including the improvements thereto, maintained by the Association for the benefit of
the members of the Association. Common Maintenance Areas to be maintained by the Association
are more fully set forth in the Declaration.
Section 7-Lot
"Lot" shall mean and refer to Lots 1 through 24, inclusive, of the Properties. Common Areas
and Common Maintenance Areas shall not be regarded as Lots.
Section 8-Declarant
"Declarant" shall mean and refer to Washington Federal Savings, a Federal Association State
profit corporation.
Sectfon 9-Architectural Control Comuuttee
"Architectural Control Committee" shall mean and refer to the duly appointed or elected
committee of the Board of Directors as outlined in Article 15 of the Declaration, hereinafter referred
to as the "Committee."
Section 10-Development Period
"Development Period" shall mean and refer to that period as defined in Article 16 herein.
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Section 11 -Plat
"Plat" shall mean and refer to the plat of McKenzie Meadows,recorded in Thurston County,
Washington.
Section 12-Residence
"Residence" shall mean and refer to buildings occupying any Lot.
Section 13-Owner
"Owner" shall mean and refer to the record owner, whether one or more persons or entities,
of(1) a fee simple title to any Lot that is a part of the Properties (but excluding those persons or
entities, such as real estate contract sellers,having record title merely as security for the performance
of an obligation), or(2)the Purchaser under a real estate contract prior to issuance of the fulfillment
deed for the contract.
ARTICLE 3
MEETING OF MEMBERS
Section 1 -Annual and Special Meetings
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A meeting of the Association must be held at least once each year. Special meetings of the
Association may be called by the president, a majority of the Board of Directors, or by Owners
having ten percent(10%) of the votes in the Association. Not less than fourteen(14),nor more than
sixty (60) days in advance of any meeting, the secretary, or other officers specified in the Bylaws,
shall cause notice to be hand-delivered or sent prepaid by First Class United States Mail to the
mailing address of each Owner, or to any other mailing address designated in writing by the Owner.
The notice of any meeting shall state the time and place of the meeting and the business to be placed
on the agenda by the Board of Directors for a vote by the Owners, 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.
Except as provided in this Section, all annual and special meetings of the Board of Directors
shall be open for observation by all Owners of record and their authorized agentse The Board of
Directors shall keep minutes of all actions taken by the Board, which shall be available to all
Owners. Upon the affirmative vote in open meeting to assemble in closed session, the Board of
Directors may convene in closed executive session to consider personnel matters; consult with legal
counsel or consider communications with legal counsel; and discuss likely or pending litigation,
matters involving possible violations of the governing documents of the Association, and matters
involving the possible liability of an Owner to the Association. The motion shall state specifically
the purpose for the closed session. Reference to the motion and the stated purpose for the closed
session shall be included in the minutes. The Board of Directors shall restrict the consideration of
matters during the closed portions of ineetings to only those purposes specifically exempted and
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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 the open meeting on such motion or other action which is reasonably identified.
The requirements of this Section shall not require the disclosure of information in violation of law or
which is otherwise exempt from disclosure.
The meetings shall be held at such location selected by the Board of Directors, which is
deemed by the Board to be reasonably convenient to the Properties.
Section 2-Quorum
The presence at the meeting of Members entitled to cast, or of proxies entitled to cast,
one-tenth (1/10) of the votes entitled to be cast at the meeting shall constitute a quorum for any
action except as otherwise provided in the Articles of Incorporation, the Declaration, or these
Bylaws. 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 additional
notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be
represented.
Section 3-Proxies
At all meetings of Members, each Member may vote in person or by proxy. All proxies
shall be in writing signed by the Member or his duly authorized attorney-in-fact, and filed with the
secretary. Every proxy shall be revocable and shall automatically.cease upon conveyance by the
Member of lus or her Lot. No proxy shall be valid after eleven (11) months from the date of its
execution,unless otherwise provided in the proxy.
Section 4-Voting
The Association shall have two(2) classes of voting membership:
Class "A" - Class "A" members shall be all Owners, with the exceptions of (1) the
Declarant while the Declarant is a Class "B" member, and (2) the Owners of Lots
described as exempt in the Declaration. Class "A" members shall be entitled to one (1)
vote for each Lot owned. When more than one (1) person holds an interest in ariy Lot,
all such persons shall be Members. The vote for such Lot shall be exercised as they by
majority determine, but in no event shall more than one (1) vote be cast with respect to
any Lot,nor shall any vote be divided. When more than one(1)person holds an interest
in any Lot, all such persons shall unanimously designate (in a writ�ng delivered to the
secretary of the Association) one of the persons owning an interest in the Lot to vote (in
person or by proxy)the vote for such lot.
Class "B" - Class "B" member(s) shall be the Declarant (as defined in the Declaration),
and shall be entitled to three (3) votes for each Lot owned. The Class "B" membersYup
shall cease and be converted to Class"A" membership upon expiration of the
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Development Period. The Declarant shall become a Class"A" member as to any Lots
owned by Declarant upon expiration of the Development Period.
The voting rights of any Owner may be suspended as provided for in the Declaration, or in
the Articles,or in these Bylaws of the Association.
ARTICLE 4
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1 -Number
Except as provided in Article 16, which provides for management during the Development
Period, the affairs of this Association shall be managed by a Board of three (3) directors, who need
not be Members of the Association.
Section 2-Term of Office
At the first meeting following the Development Period, the Members shall elect one (1)
director for a term of one (1) year, one (1) director for a term of two (2) years, and one (1) director
for a term of three (3) years; at each annual meeting thereafter, the Members shall elect one (1)
director for a term of three(3)years.
Section 3-Removal
Any director may be removed from the Board, with or without cause, by a major�ty vote of
the Members of the Association. In the event of death, resignation, or removal of a director, his or
her successor shall be selected by the remaining members of the Board and shall serve for the
unexpired term of the predecessor. The provisions of this Section 3 shall not apply to members of
the Temporary Board during the development Period, who serve at the sole discretion of the
Declarant.
Section 4- Compensation
No director shall receive compensation for any service he or she may render to the
Association. However, any director may be reimbursed for the director's actual expenses incurred in
the performance of the director's duties.
Section 5-Action Taken Without a Meeting
Except as provided for in Section 1,the directors shall have the right to take any action in the
absence of a meeting that 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.
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Section 6-Telephone Meetings
Members of the Board of Directors may participate in a meeting of the Board by means of a
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time. Participation by such telephone or
communications equipment means shall constitute presence in person at a meeting.
ARTICLE 5
NOA�IIPTATION AND ELECTION OF DIRECTORS
Section 1 -Nomination
Nomination for election to the Board of Directors shall be made by a Nominating
Committee. Nominations may also be made from the floor at the annual meeting. 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 appoin�ed 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 no fewer than the number of
vacancies that are to be filled. Such nominations may be made from among Members or
non-Members.
Section 2-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, as many votes as they are entitled to
exercise under the provision of the Declaration. The persons receiving the greatest number of votes
shall be elected. Cumulative voting is not permitted. The election for the Board of Directors may be
conducted by mail.
ARTICLE 6
MEETING OF DIRECTORS
Section 1 -Regular Meetings
Except as provided for in Article 3, Section 1, regular meetings of the Board of Directors
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 meeting shall be held at the
same time on the next day which is not a legal holiday.
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Section 2- Special Meetings
Except as provided for in Article 3, Section 1, special meetings of the Board of Directors
shall be held when called by the president of the Association, or by any two (2) directors, after not
less than three(3) days notice to each director. The notice may be verbal or in writing.
Section 3-Quorum
A majority of the number of directors shall constitute 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 quorum is present shall be regarded as the act of the Board, unless the act of a
greater number is required by the Declaration,Articles of Incorporation, or these Bylawss
ARTICLE 7
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1 -Powers
The Board of Directors shall have power to:
a. Adopt and publish rules and regulations governing the use of the Common Areas and
Common Maintenance Areas, and the personal conduct of the Members and their guests
thereon,and to establish penalties for the infraction thereof;
b. Suspend the voting rights of a Member during any period in which such Member shall
be in default in the payment of any assessment levied by the Association, Such rights
may also be suspended after notice and hearing, for a period not to exceed sixty (60)
days for each infraction of published rules and regulations;
c. Exercise for the Association all powers, duties, and authority vested in or delegated to
this Association and which are not reserved to the membership by other provisions of
these Bylaws,the Articles of Incorporation, or the Declaration;
d. 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; and
e. Employ a manager, an independent contractor, or such other employees as they deem
necessary, and to prescribe their duties.
Section 2-Responsibilities
The Board of Directors shall have the power and responsibility to:
a. Enforce the provisions of the Declaration and these Bylaws;
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b. Cause to be kept a record of all the Association's acts and corporate affairs, including,
but not limited to,corporate finances;
c. Supervise all officers, agents, and employees of this Association, and to see that their
duties are properly performed;
d. As more fully provided in the Declaration,to:
1) Fix the amount of the annual assessment against each Lot at least thirty (30) days in
advance of each annual assessment period;
2) Send written notices of each assessment to every Owner subject thereto at least thirty
(30)days in advance of each annual assessment period;
3) Foreclose the lien against any property for which assessments or other charges are
not paid within thirty(30)days after due date or to bring an action at law against the
Owner personally obliged to pay the same; and
4) Take such action as the Board deems appropriate to collect any other funds owed to
the Association by Association Members or by third parties, including recording
and foreclosing any liens upon Member's Lots for assessments or other c�iarges due
the Association.
e. Issue, or cause an appropriate officer to issue, upon demand by any person, 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. Obtain policies of insurance for the Association and the Common Areas or Common
Maintenance Areas;
g. Obtain legal and accounting services if necessary to the administration of Association
affairs, administration of the Common Areas and Common Maintenance Areas, or the
enforcement of the Declaration or these Bylaws;
h. Pay, from Association funds, all costs of maintaining the Common Areas or Common
Maintenance Areas;
i. If necessary, maintain any Lot if such maintenance is reasonably necessary in the
judgment of the Board to (1) protect Common Areas and Common Maintenance Areas,
or (2) to preserve the appearance and value of the Properties or Lot. The Board may
authorize such maintenance activities if the Owner or Owners of the Lot have failed to
or refused to perform maintenance after written notice of the necessity of such
maintenance has been delivered by the Board to the Owner or Owners of such Lot,
provided that the Board shall levy a special assessment against the Owner or Owners of
such Lot and the Lot for the cost of such maintenance. The Owner shall be given the
period of time to perform maintenance following notice from the Board as is required by
the Declaration or these Bylaws, or, in the absence of a provision stating a specific
notice period, a reasonable time;
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j. The Board may also pay any amount necessary to discharge any lien or encumbrance
levied against the entire Properties or any part thereof which is claimed or may, in the
opinion of the Board, constitute a lien against the Properties rather than merely against
the interest therein of particular Owners. Where one or more Owners are responsible for
the existence of such liens, they shall be jointly and severally liable for the cost of
discharging it and any costs or expenses, including reasonable attorneys' fees and costs
of title search incurred by the Board by reason of such lien or liens. Such fees and costs
shall be assessed against the Owner or Owners and the Lot responsible to the extent of
their responsibility;
This Section j of Article 7 shall not affect the right of any Owners jointly and severally
liable to the Association to a right of contribution, from other Owners also jointly and
severally liable under this Section j, for sums paid to the Association under this
Section j;
k. Pay all utility charges attributable to Common Areas or Common Maintenance Areas;
1. Pay all costs deemed appropriate by the Board to ensure adequate security for the Lots
and Common Areas and Common Maintenance Areas constituting the residential
community created on the Properties;
m. Have the exclusive right to contract for goods, services, maintenance, and capital
improvements, provided, however, that such right of contract shall be subject to
Association approval;
n. Improve the Common Areas and Common Maintenance Areas with capital
improvements to such Common Areas and Common Maintenance Areas; provided that
for those capital improvements exceeding Five Thousand and No/100 Dollars
($5,000.00), the addition of such capital improvements to the Common Areas and
Common Maintenance Areas must be approved by two-thirds (2/3) of the Members of
the Association who are voting in person or by proxy at a meeting duly called for this
purpose;
o. Enter any Lot or Residence, when reasonably necessary, in the event of emergencies or
in connection with any maintenance, landscaping, or construction for which the Board is
responsible. Except in cases of emergencies, the Board, its agents, or employees shall
attempt to give notice to the Owner or occupant of any Lot or Residence twenty�four
(24) hours prior to such entry. Such entry must be made with as little inconvenience to
the Owner as practicable, and any damage caused thereby shall be repaired by the
Board, at Association expense, if the entry was due to an emergency (unless the
emergency was caused by the Owner of the Lot entered, in which case the cost shall be
specially assessed to the Lot and against the Owner of that Lot). If the repairs or
maintenance activities were necessitated by the Owner's neglect of the Lot, the cost of
such repair or maintenance activity shall be specially assessed to that Lot and against the
Owner of the Lot. If the emergency or the need for maintenance or repair was caused by
another Owner of another Lot, the cost thereof shall be specially assessed against the
Owner of the other Lot and against the other Lot;
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p. Adopt and publish any rules and regulations governing the Members and their guests
and establish penalties for any infraction thereof;
q. Declare the office of a member of the Board to be vacant in the event that a member of
the Board is absent from three(3)consecutive regular meetings of the Board;
r. Employ a manager, an independent contractor, or such other employees as the Board
deems necessary and describe the duties of such employees;
s. Pay for all goods and services required for the proper functioning of the Common Areas
and Common Maintenance Areas;
t. Impose annual and special assessments;
u. Open a bank account on behalf of the Association and designate the signatories required;
v. Exercise for the Association all powers, duties, and authority vested in or delegated to
the Association and not reserved to the membership by other provisions by these
Bylaws, Articles of Incorporation, or the Declaration. The Board shall have all powers
and authority pernutted to the Board under the Declaration and these Bylaws. However,
nothing herein contained shall be construed to give the Board authority to conduct a
business for profit on behalf of all the Owners or any of them.
Section 3-Standard of Care
Except as provided in the Association's governing documents or this Section, the Board of
Directors shall act in all instances on behalf of the Association. In the performance of their duties,
the officers and members of the Board of Directors shall exercise the degree of care and loyalty
required of an officer or director of a corporation organized under Chapter 24.03 RCW.
Section 4-Restrictions
The Board of Directors shall not act on behalf of the Association to amend the Articles of
Incorporation, to take any action that requires the vote or approval of the Owner(s), to terminate the
Association, to elect members of the Board of Directors, or to deternune the qualifications, powers,
duties, or terms of office of inembers of the Board of Directors; but the Board of Directors may fill
vacancies in its membership for the unexpired portion of any term.
Section 5-Adoption of Annual Budget
Within thirty (30) days after adoption by the Board of Directors of any proposed�°egular or
special budget of the Association, the Board shall set a date for a meering of the Owner(s) 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 the Owner(s) of a majority of the votes in the
Association are allocated or any larger percentage specified in the governing documents reject the
budget, in person or by proxy,the budget is ratified,whether or not a quorum is present. In the event
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the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by
the Owner(s) shall be continued until such time as the Owner(s)ratify a subsequent budget proposed
by the Board of Directors.
ARTICLE 8
OFFICERS AND THEIR DUTIES
Section 1 -Enumeration of Offices
The officers of this Association shall be a president and vice president,who shall at all times
be members of the Board of Directors; a secretary and a treasurer, and such other officers as the
Board may, from time to time,by resolution create.
Section 2-Election of Officers
The election of officers shall take place at the first meeting of the Board of Directors
following each annual meeting of the Members.
Section 3-Term
The officers of this Association shall be elected annually by the Board, and each shall hold
office for one (1) year unless he or she shall sooner resign, or shall be removed, or otherwise
disqualified to serve.
Section 4-Special Appointments
The Board may elect such other of�cers as the affairs of the Association may require, each
of whom shall hold office for such period,have such authority, and perform such duties as the Board
may, from time to time, determine.
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Section 5-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 acceptance of such resignation shall not be necessary to
make it effective.
Section 6-Vacancies
A vacancy in any office may be filled by appointment by the Board. The officer appointed
to such vacancy shall serve for the remainder of the term of the officer he or she replaced.
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y
Section 7-Multiple Offices
The offices of secretary and treasurer may be held by 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 4 of this Article.
Section 8-Duties
The duties of the officers are as follows:
a. 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 co-sign all checks and
promissory notes.
b. Vice President-The vice president shall act in the place and stead of the president in the
event of his or her absence or inability or refusal to act, and shall exercise and discharge
such other duties as may be required of him or her by the Board.
c. Secretary-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, if any, of the
Association and affix it on all papers requiring said seal; serve notice of ineetings of the
Board and of the Members; keep appropriate current records showing the 1V�"embers of
the Association together with their addresses; and shall perform such other duties as
required by the Board.
d. Treasurer - The treasurer shall receive and deposit in appropriate bank accounts all
monies of the Association and shall disburse such funds as directed by resolution of the
Board of Directors; sign all checks and promissory notes of the Association; keep proper
books of account; cause an annual audit of the Association books to be made by a public
accountant at the completion of each fiscal year; and shall prepare an annual budget and
a statement of income and expenditures to be presented to the membership at its regular
annual meeting, and deliver a copy of each to the Members.
ARTICLE 9
COMIVIITTEES
The Association shall appoint an Architectural Control Committee, as provided in the
Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of
Directors shall appoint other committees as deemed appropriate in carrying out its purpose. During
the Development Period, the Declarant, at Declarant's sole and exclusive discretion, may elect to
exercise and perform the functions of the Architectural Control Committee, as more fully set forth in
the Declaration.
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ARTICLE 10
BOOKS AND RECORDS
The books, records, and papers of the Association shall at all times, during reasonable
business hours,be subject to inspection by any Member.
ARTICLE 11
ASSESSMENTS
Section 1 -Obligation for Assessments
As more fully provided in the Declaration, each Member is obligated to pay to the
Association annual and special assessments, and other charges (see Section 6, Article�,16 of the
Declaration), which are secured by a continuing lien upon the Property against which the assessment
or other charge is made. Any assessments or other charges which are not paid when due shall be
delinquent. If the assessment or other charge is not paid within thirty (30) days after the due date,
the assessment or other charges shall bear interest from the date of delinquency at the rate of 12
percent (12%) per annum, and the Association may bring an action at law against the Owner
personally obligated to pay the same or foreclose the lien against the Property, and interest, costs,
and reasonable attorney's fees of any such action shall be added to the amount of such assessment or
other charges.
No Owner may waive or otherwise escape liability for the assessments provided for herein
by non-use of the Common Areas and Common Maintenance Areas or abandonment of the Owner's
Lot. The personal liability of any Owner for delinquent assessments or other charges shall not pass
to his or her successors in title unless expressly assumed by them. Liens for delinquent assessments
and other charges shall be recorded in the office of the Thurston County Recorder.
Section 2-Use of Assessments
The assessments levied by the Association under Article 8 of the Declaration shall be used
exclusively to promote the recreation, health, safety, and welfare of the residents of the Properties
and for the improvements and maintenance of the Common Areas and Common Maintenance Areas
(as provided in Article 7 of the Declaration). �
Section 3-Annual Assessment
The annual assessment shall be deternuned by the declarant during the development period
or prior to the first home sold,whichever comes first.
The annual assessments described in this Article 11 shall commence on the date of recording
of the final plat of McKenzie Meadows. The first annual assessment for each Lot Owner shall be
adjusted according to the number of days remaining in the calendar year calculated from the date of
recording of the division in which the Lot is located.
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The annual assessment may be increased during the Development Period to reflect increased
(1)maintenance costs, (2) repair costs, or (3) plat management costs. All increases during the
Development Period must directly reflect increases in the above-recited costs.
After the Development Period expires, the maximum annual assessment may not be
increased each year more than ten percent (10%) above the maximum assessment for the previous
year without a vote of the membership pursuant to Section 3(e) of this Article 11 of the Bylaws.
After the Development Period expires,the maximum annual assessment may be increased by
more than ten percent(10%) over the previous year's maximum annual assessment only if two-thirds
(2/3) of the Members of the Association, who are voting in person or by proxy at a meeting duly
called for this purpose,consent to such an increase.
After the Development Period expires,the Board of Directors shall fix the annual assessment
in accordance with the above-recited standards.
ARTICLE 12
CORPORATE SEAL
The Association may have a seal in circular form,having within its circumference the words:
"McKenzie Meadows Homeowners'Association."
ARTICLE 13 �
AMENDMENTS
Section 1-Class of Membership
So long as Declarant is a Class "A" or Class "B" voting member of the Association, these
Bylaws may not be amended without the written consent of the Declarant. In the event FHA/VA
financing is provided for any Lot(s) in the Properties, then these Bylaws may not be amended
without FHA/VA approval until such time as Declarant is no longer a Class "B" Voting Member of
the Association.
At such time as Declarant is no longer either a Class "A" or Class "B" voting member of the
Association (or, prior to such time, with the consent of the Declarant), these Bylaws may be
amended by a majority of the Board of Directors. The Members shall have concurrent power to
amend the By-laws (subject, if applicable, to obtaining any consent of Declarant required by this
Section 1 of Article 13) at a regular or special meeting of the Members, by a vote of a majority or a
quorum of Members present in person or by proxy.
Section 2�Authority
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 �ylaws, the
Declaration shall control.
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ARTICLE 14
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the 31 st
day of December of every year, except that the first fiscal year shall begin on the date of the
incorporation.
ARTICLE 15
DELEGATION OF USE
Any Owner may delegate his or her right of enjoyment of Common Areas and Common
Maintenance Areas to members of his or her family, or to his or her tenants. In the event an Owner
rents or leases his Property,a copy of this Declaration,as well as any rules or regulations that may be
adopted by the Association, shall be made available by the Owner to the prospective renter at the
time of commitment to the rental agreement. Each Owner shall also be responsible for infornung
guests and service personnel of the contents of this Declaration, as well as any rules and regulations
that may be adopted by the Association as they may relate to appropriate community behavior.
Each Owner shall be personally responsible for any damages to any Common Areas or
Common Maintenance Areas (or any other area maintained by the Association) or to any other
Association properiy, whether real or personal, caused by an Owner's family, guest, tenant, agent,
workman, contractor, or other licensee or invitee. The Association shall have a lien upon the
Owner's Lot for the amount of the damages.
ARTICLE 16
MANAGEMENT RIGHTS OF DECLARANT DURING DEVELOPMENT PERIOD
Section 1 -Management by Declarant
Development period shall mean that period of time from the date of recording the
Declaration until (1) the date ten (10) years from the date of recording the Declaration; (2) the
thirtieth (30) day after Declarant has transferred title to the Purchasers of Lots representing one
hundred percent (100%) of the total voting power of all Lot Owners as then constituted (so that
Declarant no longer is entitled to vote either as a Class "A" or Class "B" member of the Association
pursuant to Article 10, Section 3 of the Declaration); (3) the date on which Declarant elects
permanently to relinquish all of Declarant's authority under this Article 3; or (4) the date when 75
percent (75%) of the Lot(s) are sold to Purchaser of homes on said Lot(s), excluding any sales to
builders for the purpose of constructing homes for resale;by written notice to all Owners, whichever
date first occurs. Notwithstanding anything in the Declaration to the contrary, until ternunation of
the Development Period, either upon the sale of the required number of Lots, the expiration of ten
(10) years, or at the election of the Declarant, the Properties shall be managed and the Association
organized at the sole discretion of the Declarant.
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Section 2-Notice to Owners
Not less than ten (10) nor more than thirty (30) days prior to the ternunation of the
Development Period, the Declarant shall give written notice of the termination of the Development
Period to the Owner of each Lot. Said notice shall specify the date when the Development Period
will ternunate and shall further notify the Owners of the date,place, and time when a special meeting
of the Association will be held. The notice shall specify that the purpose of the Association meeting
is to elect new Officers and Directors of the Association. Notwithstanding any provisions of the
Articles or these Bylaws of the Association to the contrary, for the purpose of this meeting, the
presence, either in person or by proxy, of the Owners of 10 percent(10%)of the Lots shall constitute
a quorum. The Board of Directors and Officers of the Association may be elected by a majority vote
in said quorum. If a quorum shall not be present, the Development Period shall nevertheless
ternunate on the date specified in said notice and it shall thereafter be the responsibility of the Lot
Owners to provide for the operation of the Association.
Section 3-Temporary Board
Declarant may, in Declarant's sole discretion, and at such times as the Declarant deems
appropriate (including in the Articles of Incorporation of the Association, if the Declarant is the
Incorporator of the Association), appoint three persons who may be Lot Owners, or may be
representatives of corporate entities or other entities that are Lot Owners, as a Temporary Board.
This Temporary Board shall be for all purposes the Board of Directors of the Association, and shall
have full authority(including the authority to adopt or amend the Bylaws of the Association) and all
rights, responsibilities, privileges, and duties to manage the Properties under the Declaration and
shall be subject to all provisions of the Declaration, the Articles, and these Bylaws, provided that,
after selecting a Temporary Board, the Declarant, in the exercise of the Declarant's sole discretion,
may at any time terminate the Temporary Board and reassume the Declarant's management authority
under tlus Article 16, or select a new Temporary Board under this Article 16. When the Declarant
has appointed a Temporary Board,the Temporary Board, during the Development Period, shall have,
and may fully exercise, any power or authority granted to the Permanent Board after the
Development Period.
Section 4-Managing Agent
So long as no Temporary Board is managing the Properties or until such time as the first
permanent Board is elected, should Declarant choose not to appoint a Temporary Board, Declarant
or a managing agent selected by the Declarant shall have the power and authority to exercise all the
rights, duties and functions of the Board and generally exercise all powers necessary to carry out the
provisions of the Declaration, including, but not limited to, enacting reasonable administrative rules,
contracting for required services,obtaining properiy and liability insurance, collecting and expending
all assessments and Association funds, and enforcing the Declaration(including foreclosing any liens
provided for by the Declaration). Any such managing agent or the Declarant shall have the exclusive
right to contract for all goods and services, payment for which is to be made from any monies
collected from assessments. In the event that Association expenses exceed assessments, any monies
provided by Declarant for Association expenses that would otherwise be paid for out of Association
assessments shall be considered a loan to be repaid to Declarant through regular or special
assessments from the Association,together with interest at 12 percent(12%)per annum.
Page 16 of 17 '9842.002.doc
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Section 5-Declarant Obligations
Notwithstanding anything in these Bylaws to the contrary, Articles 3, 4, 5, 6, 7, and 8 shall
not create any obligations on Declarant during any period within the Development Period in which
the Declarant(1)has not appointed a Temporary Board, and(2)Declarant is managing the Properties
pursuant to the Provisions of the Declaration and this Article 16. Declarant, if Declarant wishes,
may follow any provision of Article 3,4, 5, 6, 7, and 8 of these Bylaws.
Declarant shall have the management authority granted by this Article 16, notwithstanding
anything in these Bylaws to the contrarya Declarant has caused the Temporary Board to be
appointed in the Articles of Incorporation of the Association. Declarant may terminate the
Temporary Board and reassume the Declarant's management authority under this Article 16,
reappoint and ternunate successor Temporary Boards, or take any other action permitted by this
Article 16, without affecting the authority given the Declarant by this Article 16 and the Declaration
to manage the Properties and organize the Association at the Declarant's sole discretion.
This Article 16 shall cease to be effective upon termination of the Development Aeriod and
the election of the first Board of Directors to be elected under Section 2 of this Article 16.
Section 6-Purpose of Declaration
The requirements and covenants contained in the Declaration and contained, in part, in this
Section 16 of these Bylaws, are made to ensure that the Properties will be adequately administeredo
IN WIT'NESS WHEREOF, we, being all of the Directors of McKenzie Meadows
Homeowners' Association, have hereunto set our hands this day of
,20
Kenneth L.Blondin,Director G.Wayne Potter,Director
Thomas A.Barghausen,Director �,
Page 17 of l7 9842.002.doc