Bylaws of
Wilson Ranch Association
ARTICLE 1
NAME AND LOCATION
The
name of the corporation is Wilson Ranch Association,
a Washington nonprofit corporation.The principal office of the
corporation is located at 1938 Fairview
Avenue East, Suite 300, Seattle, Washington 98102, but meetings
of Members and Directors may be held at such places within the
State of Washington as may be designated by the Board of Directors.
ARTICLE 2
OBJECT AND DEFINITIONS
2.1
Purposes.The
purposes for which the Association is formed are (i) to
provide for the maintenance, preservation, and control of the
Common Area which is part of the real property
located in Okanogan County, Washington (Property),
which has been submitted to the Amended and Restated Declaration
of Covenants, Conditions, Restrictions, and Easements for Wilson
Ranch recorded under Auditor’s File No. 3034705 in the
official records of Okanogan County, Washington, as it may be amended,
(Declaration); and (ii) to promote the health,
safety, and welfare of the Owners of Wilson Ranch.
2.2
Assent.All present or future Owners, their family,
present or future tenants, and their guests and invitees, and any
other person using the facilities of Wilson Ranch in any manner
are subject to the Wilson Ranch Documents, including these Bylaws.The
mere acquisition or rental of any of the Lots in Wilson Ranch or
the mere act of occupancy of one of the Lots shall constitute ratification
and acceptance of these Bylaws.
2.3
Definitions.The defined terms used in these Bylaws shall
have the meanings assigned to those terms in the Declaration.
ARTICLE 3
MEMBERSHIP
3.1
Membership.The
Association shall have two classes of voting membership:
Class
A: Class A Members shall be all Owners, with
the exception of Declarant.Each
Owner shall be entitled to a specific number of votes figured as
follows:
(i)
one (1) vote for each Lot owned, according to the Plat recorded
in
the official records of Okanogan County, Washington;
(ii)
one (1) vote for each residential Condominium Unit as shown on
a Condominium
Map recorded in the official records of Okanogan County, Washington;
(iii
)in the case of a hotel, one-half (1/2) vote for each hotel room
as
noted in a statement of allocated votes signed by Declarant and
filed with the Secretary of the Association regardless of whether
any such room is a Condominium Unit so long as it is operated for
hotel purposes.
The
ownership interests enumerated in paragraphs (i) through (iii)
above are sometimes referred to as “Voting
Units” in these Bylaws.When more than one person holds an interest
in any Voting Unit, all such persons shall be Members. The vote
for such Voting Unit shall be exercised as they among themselves
determine, and the Secretary of the Association shall be notified
of such designation prior to any meeting.In
the absence of such advice, the vote allocated to the Voting Unit
shall be suspended in the event more than one person or entity
seeks to exercise the right to vote.
Class
B: Class B Member(s) shall be the Declarant
and any successor of Declarant who takes title to all or part of
the Property for the purpose of development and sale and who is
designated as successor declarant in a recorded instrument executed
by Declarant.Class B Members shall be entitled to
three votes for each Voting Unit owned.The
Class B membership shall terminate on either of the following
dates, whichever occurs earlier:
(a)
July 1,
2005; or
(b)
the date on which Declarant voluntarily relinquishes its Class B
membership, as evidenced by a notice recorded in the official records
of Okanogan County, Washington.
From
and after the termination of the Class B
membership, Declarant and any designated successor shall be entitled
to one vote for each Voting Unit owned.At
such time, Declarant shall call a special meeting of Members to
advise the membership of the termination of Class B status
and to transfer control of the Association to the Class A
Members.
3.2
Proof of Membership.Any person or entity, on becoming an
Owner of a Lot, shall furnish to the Manager or to the Secretary
of the
Association a photocopy or a certified copy of the recorded instrument
vesting that person or entity with an ownership interest, which
instrument shall remain in the files of the Association.An
Owner shall not be deemed to be a Member of the Association in
good standing and shall not be entitled to vote at any annual or
special meeting of Members unless this requirement is first met.
ARTICLE 4
ASSOCIATION:MEETINGS, QUORUM, VOTING,
PROXIES
4.1
Annual Meetings.The
first annual meeting of the Members shall be held within one
year from the date of incorporation of the Association,
and each subsequent regular annual meeting of the Members shall
be held in the last week of March of each year on a date set by
the Board of Directors at the hour of 7:00 p.m., unless otherwise
specified.If the day for the annual meeting of the Members
is a legal holiday, the meeting will be held at the same hour on
the first day following the originally scheduled date which is
not a legal holiday.
4.2
Special Meeting.Special meetings of the Members may be
called at any time by the President of the Association or by
the Board
of Directors, or upon written request of the Members who are entitled
to vote one-tenth (1/10) of all of the votes of the Class A
membership.
4.3
Notice of Meetings.Written notice stating the place, day,
and hour of each meeting, and, in case of a special meeting,
the purpose
or purposes for which the meeting is called, shall be delivered
not less than ten (10) days nor more than fifty (50) days before
the date of the meeting, either personally or by mail, by or at
the direction of the President, or the Secretary, or the persons
calling the meeting, to the registered mailing address of each
Member entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
mail addressed to the Member’s mailing address as it appears
on the records of the Association, with postage thereon prepaid.
4.4
Quorum.The presence at the meeting of Members entitled
to cast, or of proxies entitled to cast, twenty-five percent (25%)
of the votes of each class of membership shall constitute a quorum
for any action except as otherwise provided in the Wilson Ranch
Documents.If, however, such quorum shall not be present
or represented at the meeting, the Members entitled to vote at
the meeting shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until
a quorum shall be present or be represented.
4.5
Voting by Mail.The Board of Directors may decide that voting
of the Members shall be by mail with respect to any properly noticed
matter, any particular election of Directors, any proposed amendment
of any of the Wilson Ranch Documents, or adoption of a proposed
plan of merger, consolidation, or dissolution.In
the case of a vote by mail relating to any properly noticed matter,
or any proposed amendment to any of the Wilson Ranch Documents,
or adoption of a proposed plan of merger, consolidation, or dissolution,
the Secretary shall give written notice to all Members, which notice
shall include (i) a proposed written resolution setting forth a
description of the proposed action, (ii) a statement that such
persons are entitled to vote by mail for or against such proposal,
(iii) a statement of a date not less than twenty (20) days after
the date such notice shall have been given by which all votes must
be received, and (iv) the specified address of the principal office
of the corporation to which all votes must be sent.Votes
received after that date shall not be effective.Any
such proposal shall be adopted if approved by the affirmative vote
of not less than a majority of the votes of each class entitled
to be cast on such question unless a higher proportion of the votes
is required by any of the Governing Documents.Delivery
of a vote in writing to the principal office of the corporation
shall be equivalent to receipt of a vote by mail at such address
for the purpose of this Section.
4.6
Proxies.Any Member may cast such Member’s vote
in person or by proxy, but no proxy shall be valid after eleven
months from the date of its execution unless otherwise provided
in the proxy.Proxies shall be filed with the Secretary
at or before the appointed time of each meeting.
4.7
Designation of Voting Representative—Proxy.If
title to a Lot is held by more than one individual, by a firm,
corporation, partnership, association, or other legal entity, or
any combination of such parties, a proxy must be executed and filed
with the Secretary appointing and authorizing one person or alternate
persons (who may be a tenant of the Owner) to attend all annual
and special meetings of Association Members and to cast the vote
or votes allocated to that Lot at the meeting.Such
proxy shall be effective and remain in force for eleven months
from the date of its execution unless voluntarily revoked, amended,
or sooner terminated by operation of law; provided, however, that
within thirty (30) days after such revocation, amendment, or termination,
the Owner or Owners shall reappoint and authorize one person or
alternate persons to attend all annual and special meetings as
provided by this Section.
4.8
Waiver of Notice.Waiver of notice of a meeting of the Members
shall be deemed the equivalent of proper notice. Any Member may,
in writing, waive notice of any meeting of the Members, either
before or after such meeting.Attendance
at a meeting by a Member, whether in person or by proxy, shall
be deemed waiver by such Member of notice of the time, date, and
place of the meeting, unless such Member specifically objects to
lack of proper notice at the time the meeting is called to order.
Attendance at a special meeting shall also be deemed waiver of
notice of all business transacted at the meeting unless objection
to the calling or convening of the meeting, of which proper notice
was not given, is raised before the business is put to a vote.
4.9
Majority of Owners.As used in these Bylaws, the term “majority” shall
mean those votes, Owners, or other groups as the context may indicate
totaling more than 50 percent of the total number.
4.10
Conduct of Meetings.The President shall preside over all
meetings of the Association, and the Secretary shall keep the
minutes of
the meeting and record in a minute book all resolutions adopted
at the meeting, as well as a record of all transactions occurring
there.
4.11
Action Without a Meeting.Any action which may be taken
by the vote of Members at a regular or special meeting may
be taken without
a meeting with the written consent of all of the Members.
ARTICLE 5
BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE
5.1
Directors During Declarant Control.As
long as the Class B membership exists,
the Board of Directors consisting of three (3) directors shall
be selected by Declarant and shall serve at the sole discretion
of Declarant.Declarant may surrender its right to select
the Board of Directors prior to termination of the Class B
membership.The directors
selected by Declarant need not be Members of the Association.
5.2
Directors Following Termination of Declarant Control.When
the Class B membership no longer exists, the affairs of
this Association shall be managed by a Board of five (5) directors
who shall be Members of the Association or the delegates of Members
appointed by proxy under Section 4.7 above.The
number of members of the Board of Directors may be changed by
amendment of these Bylaws.One (1) member of the Board of Directors
shall be elected solely by the Member(s) that own property within
Wilson
Ranch that is operated for hotel or other commercial purposes;
the remaining four (4) positions shall be filled by an election
of all Members.
5.3
Nominating Committee.Except with respect to directors selected
by Declarant, nominations for election to the Board of Directors
shall be made by a Nominating Committee, consisting of a Chairman,
who shall be a Member of the Board of Directors, and two or more
Members of the Association.The Nominating Committee shall be appointed
by the Board of Directors not less than thirty (30) days 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 such 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 in no event less than the number of vacancies or terms to be
filled by vote of the Members.Nominations shall be permitted from
the floor.All candidates shall have a reasonable opportunity
to communicate their
qualifications to the Members and to solicit votes.
5.4
Election of Directors.At the first meeting of the Members
following termination of the Class B membership, the Members
shall elect all of the Board of Directors.Any
terms of Class B directors which have not expired shall terminate.At
each annual meeting of Members thereafter, directors shall be elected.
5.5
Terms of Office.The initial terms of the directors elected
pursuant to Section 5.2 shall be fixed at the time of their
election as they themselves shall determine in order to establish
a system of three (3) year terms in which at least one member of
the Board is reelected in each year.At
the expiration of the initial term of office of each respective
director, a successor shall be elected to serve three (3) years.Each
director shall hold office until such director’s successor
shall have been elected by the Association and qualified.
5.6
Removal of Directors; Vacancies.Directors may be removed
and vacancies on the Board may be filled as follows:
(a) By the Members.Following termination of the Class B membership,
any director may be removed, with or without cause, at any regular
or special meeting of the Members. A successor to any director
removed may then and there be elected to fill the vacancy created.A
director whose removal is proposed by the Members shall be given
at least ten (10) days’ notice of the date and purpose of
the meeting, and shall be given an opportunity to be heard at the
meeting.
(b) By the Board.Any director who has three (3) consecutive
unexcused absences from Board meetings or who is delinquent in
the payment of any Assessment for more than thirty (30) days may
be removed by a majority vote of the directors present at a regular
or special meeting at which a quorum is present, and a successor
may be appointed by the Board.In the event of the death, disability,
or resignation of a director, a vacancy may be declared by the
Board,
and it may appoint a successor.Any
director appointed by the Board shall serve for the remainder of
the term such successor was appointed to fill.
5.7
Compensation.No director shall receive compensation for
any service he or she may render to the Association.However, any
director may be reimbursed for actual expenses incurred in
the performance of such director’s duties.
5.8
Action Taken Without a Meeting.The directors shall have
the right to take any action which they could take at a meeting
in the absence of
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.
ARTICLE 6
MEETINGS OF DIRECTORS
6.1
Regular Meetings.Regular
meetings of the Board of Directors shall be held quarterly
without notice, at such place and hour
as may be fixed from time to time by resolution of the Board.Should
the 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.
6.2
Special Meetings.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.
6.3
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.
6.4
Waiver of Notice.The transactions of any meeting of the
Board of Directors, however called and noticed or wherever
held, shall
be as valid as though taken at a meeting duly held after regular
call and notice if (a) a quorum is present, and (b) either
before or after the meeting each of the directors not present signs
a written waiver of notice.The waiver of notice or consent need
not specify the purpose of the meeting.Notice
of a meeting shall also be deemed given to any director who attends
the meeting without protesting before or at its commencement about
the lack of adequate notice.
6.5
Telephonic Participation.One or more Directors may participate
in any regular or special meeting of the Board by telephone
conference
call and those Directors so participating shall be counted for
quorum purposes.
ARTICLE 7
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
7.1
General.The
Board of Directors shall have the powers and duties necessary
for the administration of the affairs of the
Association.The Board
of Directors may do all such acts and things as are not by law
or by the Articles of Incorporation, these Bylaws, or the Declaration
directed to be exercised or done by the Members.
7.2
Specific Powers and Duties.Without limiting the generality
of powers and duties set forth in Section 7.1 above, the
Board of Directors shall be empowered and shall have the powers
and duties as follows:
(a)
To administer and enforce the covenants, conditions, restrictions,
easements, uses, limitations, obligations, and all other provisions
set forth in the Declaration.
(b)
To establish, make, and enforce compliance with such reasonable
rules
and regulations as may be necessary for the operation, use, and
occupancy of Wilson Ranch, with the right to amend same from time
to time.A copy of such
rules and regulations shall be delivered to or mailed to each Member
promptly after adoption.
(c)
To keep in good order, condition, and repair all the Common Area
and
all items of personal property, if any, used in the enjoyment of
the Common Area.No approval of the Members is required for
expenditures for these purposes, except as otherwise required by
the Declaration.
(d)
To insure and keep insured all the insurable property contained
in
the Common Area and to maintain casualty and other insurance, all
as required by the Declaration.
(e)
To fix, determine, levy, and collect the prorated annual Assessments
to be paid by each of the Members towards the gross expenses of
Wilson Ranch, and to adjust, decrease, or increase the amount of
the Assessments, and to credit any excess of Assessments over expenses
and cash reserves to the Members against the next succeeding assessment
period.
(f)
To levy and collect special assessments whenever, in the opinion
of
the Board, it is necessary to do so in order to meet increased
operating or maintenance expenses or costs, or additional capital
expenses, or because of emergencies. All special Assessments shall
be in statement form and shall set forth in detail the various
expenses for which the Assessments are being made.
(g)
To levy and collect default assessments for violation of the
Wilson
Ranch Documents or because the Association has incurred an expense
on behalf of a Member under the Wilson Ranch Documents.
(h)
To collect delinquent assessments by suit or otherwise and to
enjoin
or seek damages from an Owner as provided in the Declaration and
these Bylaws; to enforce a late charge of not less than $100 in
connection with any assessments remaining unpaid more than thirty
(30) days from the due date for payment; to collect interest at
two points above the prime rate charged by the Association’s
bank or such other rate set by the Board on unpaid assessments
in accordance with Section 4.8 of the Declaration; and to exercise
other remedies for delinquent Assessments as set forth in the Declaration.
(i)
To borrow funds in order to pay for any expenditure or outlay
required
pursuant to the authority granted by the provisions of the Declaration
and these Bylaws and to authorize the appropriate officers to execute
all such instruments evidencing such indebtedness as the Board
of Directors may deem necessary; provided, however, that the Board
shall not borrow more than $50,000 or cause the Association to
be indebted for more than $50,000 at any one time without the prior
approval of a majority of votes of both classes of membership.
(j)
To enter into contracts within the scope of their duties and
powers.
(k)
To establish a bank account for the operating account of the
Association
and for all separate funds which are required or may be deemed
advisable by the Board of Directors.
(l)
To cause to be kept and maintained full and accurate books and
records
showing all of the receipts, expenses, or disbursements and to
permit examination thereof by Members or their Mortgagees at convenient
weekday business hours.
(m)
To cause any and all access roads and parking areas across the
Property
to be maintained.
(n)
To delegate to the Manager or any other person or entity such
of the
Association’s duties or responsibilities as may be more conveniently
or efficiently performed by another than by the Association, and
to agree to assess to the Members a reasonable fee for such services,
except that the duties set forth in (e), (f), (g), (i), and (j)
shall not be so delegated.
(o)
To assist the Design Review Committee in the performance of its
functions.
7.3 Manager.
(a)
The Board of Directors may employ for Wilson Ranch a professional
management
agent or agents as Manager at a compensation established by the
Board of Directors to perform such duties and services as the Board
of Directors shall authorize.The Board of Directors may delegate
to the Manager, subject to the Board’s supervision, all
of the powers granted to the Board of Directors by these Bylaws,
other than the
powers set forth in subparagraphs (e), (f), (g), (i), (j) and (n)
of Section 7.2 of this Article.Declarant,
or an affiliate or employee of Declarant, may be employed as Manager.
(b)
No management contract may have a term in excess of three (3)
years
and must permit termination by either party without cause and without
payment of a termination fee on ninety (90) days’ or less
written notice.
7.4
Accounts and Reports.The following management standards
of performance will be followed by unless the Board by resolution
specifically
determines otherwise:
(a)
Accrual accounting, as defined by generally accepted accounting
principles,
shall be employed.
(b)
Accounting and controls should conform with established AICPA
guidelines and
principles.A segregation
of accounting duties should be maintained.Cash
disbursements shall be limited to amounts of $25 and under.
(c)
Cash accounts of the Association shall not be commingled with
any other
accounts.
(d)
No remuneration shall be accepted by the Board of Directors or
the
Manager from vendors, independent contractors, or others providing
goods or services to the Association, whether in the form of commissions,
finder’s fees, service fees, prizes, gifts, or otherwise (except
that such persons may be employees of Declarant during the period
of Class B membership); anything of value received shall benefit
the Association.
(e)
Any financial or other interest which the Manager or a Member
of the
Board of Directors may have in any firm (other than Declarant)
providing goods or services to the Association shall be disclosed
promptly to the Board of Directors.
(f)
Commencing at the end of the calendar quarter in which the first
Lot is sold
and closed and continuing on a quarterly basis, financial reports
shall be prepared for the Board of Directors containing:
(i)
an Income Statement reflecting all income and expense activity
for
the preceding three (3) months on an accrual basis;
(ii)
an Account Activity Statement reflecting all receipt and disbursement
activity for the preceding three (3) months on an accrual basis;
(iii)
a Delinquency Report listing all Owners who have been delinquent
during the preceding three (3) month period in paying the monthly
installments of Assessments and who remain delinquent at the time
of the report, and describing the status of any action to collect
such installments which remain delinquent.
(g)
A Balance Sheet as of the last day of the Association’s
fiscal year and an Operating Statement for said fiscal year shall
be distributed
to the Members.At the written request of an Owner or First
Mortgagee, such statements shall be audited at their expense.Any
such audited statements shall be delivered to any Owner requesting
the report and to the Association upon
payment of a reasonable fee for copying.
(h)
An Account Status Report reflecting the status of all accounts
in
an “actual” versus “approved” budget format
with a Budget Report reflecting any actual or pending obligations
which are in excess of budgeted amounts by an amount exceeding
the operating reserves or ten percent (10%) of a major budget category
(as distinct from a specific line item in an expanded chart of
accounts) shall be prepared for the Board periodically and available
to all Members on an annual basis.
7.5
Hearing Procedure.The Board shall not impose a fine, suspend
voting, or suspend any rights of a Member or other occupant for
violations of rules and regulations or of the provisions of the
Wilson Ranch Documents unless and until the following procedure
is followed:
(a) Demand.Written demand to cease and desist from the
alleged violation shall be served upon the alleged violator specifying:
(i)
the alleged violation;
(ii)
the action required to abate the violation; and
(iii)
a time period, not less than ten (10) days, during which the
violation
may be abated without further sanction, if such violation is a
continuing one, or a statement that any additional similar violation
may result in the imposition of a sanction after notice and hearing,
if the violation is not continuing.
(b) Notice.At any time within twelve (12) months of such
demand, if the violation continues past the period allowed in the
demand for abatement without penalty or if the same rule is subsequently
violated, the Board or its delegate shall serve the violator with
written notice of a hearing to be held by the Board.The
notice shall contain:
(i)
the nature of the alleged violation;
(ii)
the time and place of the hearing, which time shall not be less
than
ten (10) days from the giving of the notice;
(iii)
an invitation to attend the hearing and produce any statement,
evidence,
and witness on the Member’s behalf; and
(iv
)the proposed sanction to be imposed.
(c) Hearing.The hearing shall be held pursuant to this
notice affording the Member a reasonable opportunity to be heard.Prior
to the effectiveness of any sanction hereunder, proof of notice
and the invitation to be heard shall
be placed in the minutes of the meeting.Such
proof shall be deemed adequate if a copy of the notice, together
with a statement of the date and manner of delivery, is entered
by the officer, director, or agent who delivered such notice.The
notice requirement shall be deemed satisfied if the alleged violator
appears at the meeting.The
minutes of the meeting shall contain a written statement of the
results of the hearing and the sanction, if any, imposed.Written
and oral evidence may be presented.The
presenting party shall provide copies of any written evidence to
the other party or parties.The
decision of the Board shall be final.
(d) Appeal.The Board may in its discretion appoint a
Hearing Committee to hear the matter.In
such event the above procedure will apply except that either party
may appeal the decision of the Hearing Committee to the Board by
written notice to the Hearing Committee, the other party and the
Board.The Board shall consider the minutes of the
hearing and report the decision of the Board within a reasonable
period of time not exceeding ninety (90) days after receipt of
the notice. The decision of the Board shall be final.
These procedures shall not be necessary in order
to impose any sanction or penalty for nonpayment of a delinquent
assessment. The Design Review Committee shall employ the above
procedures before ordering modification or removal of any improvement
erected without its proper consent.Owner shall follow the above procedure in
contesting a decision of the Design Review Committee except that
instead of employing paragraph (a), the aggrieved Owner shall
proceed to paragraph (b), and the Owner shall give the Design Review
Committee and the Board notice of the decision appealed from, including
a copy of the decision.The Board shall then give the notice of hearing
consistent with Section 7.5(b)(i), (ii), and (iii) above,
and the Board shall consider appeals regarding such matters in
the manner set forth above.
ARTICLE 8
OFFICERS AND THEIR DUTIES
8.1
Enumeration of Officers.The
officers of the Association shall be a President, Vice President,
Secretary, and Treasurer, who shall
at all times, except during the period in which the Class B
membership exists, be Members of the Board of Directors, and such
other officers as the Board may from time to time by resolution
create.
8.2
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.
8.3
Term.The officers of the Association shall be elected annually
by the Board, and each shall hold office for one (1) year unless
he shall
sooner resign, or shall be removed, or otherwise be disqualified
to serve.
8.4
Special Appointments.The Board may elect such other officers
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.
8.5
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 in the notice, and unless otherwise
specified in the notice, the acceptance of such resignation shall
not be necessary to make it effective.
8.6
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 replaces.
8.7
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 8.4 of this Article.
8.8
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 absence, inability,
or refusal to act, and shall exercise and discharge such other
duties as may be required of him 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 of the Association and affix
it on all papers requiring said seal; serve notice of meetings
of the Board and of the Members; keep appropriate current records
showing the Members of the Association together with their addresses;
and shall perform such other duties as required by the Board.
(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;
shall sign all checks and promissory notes of the Association;
keep proper books of account; and shall prepare an annual budget
and the financial statements provided for by Section 7.4 of
these Bylaws, and deliver or make copies available of each to the
Members.
ARTICLE 9
COMMITTEES
The Board shall appoint a Nominating Committee as
provided in these Bylaws.In
addition, the Board of Directors may appoint other committees as
deemed appropriate in carrying out its purpose.
ARTICLE 10
INDEMNIFICATION
The
Association shall indemnify every director and officer, or former
director
or officer, and their respective successors,
personal representatives, and heirs, against all loss, costs, and
expenses, including counsel fees, reasonably incurred by such person
in connection with any action, suit, or proceeding to which such
person may be made a party by reason of such person’s being
or having been a director or officer of the Association, except
as to matters as to which such person shall be finally adjudged
in such action, suit, or proceeding to be liable for gross negligence
or willful misconduct in the performance of such person’s
duty to the Association.In the event of a settlement, indemnification
shall be provided only in connection with such matters covered
by the settlement as to which the Association is advised by counsel
that the person to be indemnified has not been guilty of gross
negligence or willful misconduct in the performance of such person’s
duties as such director or officer.The
foregoing rights shall not be exclusive of other rights to which
such director or officer may be entitled. All liability, loss,
damage, cost, and expense arising out of or in connection with
the foregoing indemnification provisions shall be treated and handled
by the Association as common expenses.
ARTICLE 11
AMENDMENTS
These
Bylaws may be amended, at a regular or special meeting of the
Board, by a vote of a majority of a quorum of Directors
present in person or by proxy, but amendment of Article 5
or 11 or any portion of those Articles shall require approval of
all Directors.
ARTICLE 12
MISCELLANEOUS
12.1
Fiscal Year.The fiscal year of the Association shall begin
on the first day of January and end on the 31st day of December
of every year, except that the first fiscal year shall begin on
the date of incorporation.
12.2
Conflicts of Documents.In the case of any conflict between
the Articles of Incorporation and these Bylaws, the Articles
shall control;
and in the case of any conflict between the Declaration and these
Bylaws, the Declaration shall control.
CERTIFICATION
The undersigned does hereby certify:
That I am the duly elected and acting Secretary of the
Wilson Ranch Association, a Washington nonprofit corporation; and
That the foregoing constitute the original Bylaws of the
Association, as duly adopted by the Board of Directors of the Association
effective as of March 20, 2001.
In Witness Whereof,
I have hereunto subscribed my name this _____ day of _______________,
2002.
_____________________________________
James Gregg
Secretary
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