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BY-LAWS
OF
WINTHROP NORTH VILLAGE PROPERTY OWNERS
ASSOCIATION
SECTION 1
NAME AND LOCATION
1.1 The name of the Association is WINTHROP NORTH VILLAGE PROPERTY OWNERS
ASSOCIATION. The principal office of the Association is 1405 42nd
Ave. E., Seattle, WA 98112 but may be changed from time to time by
vote
of the Directors with notice of the new office address given to all
Members.
SECTION 2
PURPOSES
2.1 This Association shall be conducted as a nonprofit corporation
for the purposes set forth in the Articles of Incorporation and in the
Covenants.
The purposes may be changed by a vote of the Membership as required
by the Articles of Incorporation.
SECTION 3
DEFINITIONS 3.1 The “property” shall
be the real property located in Town of Winthrop, Okanogan County,
Washington, described as the Plat of North Village Planned Development
WIN PD06-1, and any existing or future amendments thereto.
3.2 “Member” shall mean any person(s) or entity who hold a Membership in this
Association.
3.3 “Owner” shall mean and refer to the record owner, or holder of fee or equitable
title to a lot in the PD. This shall include any person having a fee simple title
to any lot, but shall exclude persons or entities having any interest merely
as security for the performance of any obligation. Further, if a lot is sold
under a contract of sale (which contract or notice thereof is recorded), the
contract purchaser, rather than the fee owner, shall be considered the “Owner.”
3.4 “Common Property” shall mean and refer to the roads, common utility lines,
pipes, poles and appurtenances, the pedestrian and utilities bridge, the trails
and the open space areas, together with any improvements constructed, or to be
constructed thereon, as set forth on the plat of the Property.
3.5 “Covenants” shall mean and include the Declaration of Covenants, Conditions & Restrictions
as recorded under Okanogan County Auditor’s File No. ___________ and all duly
adopted and recorded amendments and addendums thereto.
SECTION 4
MEMBERSHIP & MEETINGS
4.1 Membership & Voting Rights: The Association shall have two classes of Membership
established according to the following provisions:
4.1.1 Class A Membership. Class A Membership shall be that held by each
Owner of a lot other than North Village Partners, LLC, and each Class A Member
shall
be entitled to one vote for each lot owned. If a lot is owned by more than
one person, each such person shall be a Member of the Association, but there
shall
be not more than one vote for each lot.
4.1.2 Class B Membership. Class B Membership shall be that held by North
Village Partners, LLC (or its successors in interest) who shall be entitled to
three
votes for each lot owned by North Village Partners, LLC; provided that Class
B Membership shall be converted to Class A Membership and shall forever cease
to exist on the occurrence of whichever of the following is first in time:
4.1.2.1 When the last lot is sold by the North Village Partners, LLC; or
4.1.2.2 On the 10th anniversary of the recordation of the Declaration of
Covenants, Conditions and Restrictions.
4.2 Acquisition
and Transfer of Membership: The
Owner of a lot shall automatically, upon becoming an owner, be a
Member of the Association, and shall remain a Member thereof until
such time as his/her
ownership
in the lot ceases for any reason, at which time his/her Membership
in the Association shall automatically cease. Membership in the
Association shall not
be transferred,
pledged or alienated in any way, except upon the transfer of ownership
of the lot to which it is appurtenant, and then only to the new
owner.
4.3 Membership
Meetings: Regular and special meetings of Members of the Association shall
be held with the frequency, at the time and place,
and in accordance with the provisions of these By-Laws and as
set from time to time
by the Directors.
4.4 The annual meeting
of the Association will be held at a time and place each year as
shall be set by the Directors with notice to the Members.
4.5 Special meetings of the Members shall be held whenever
called by the officers or by a majority of the Board of Directors,
or
upon written request
of one-third (1/3) of the Members.
4.6 A written notice of every meeting of the Membership of
the Association stating the type of meeting, the authority for
the
meeting, the date, place
and
hour of the meeting, and the business to be placed on the agenda
by the Board of Directors for a vote of the Members, shall
be given by the officers to
each Member not less than 14 days nor more than 60 days before the
meeting.
4.7 Any action required by the Membership under these
By-Laws
must be made pursuant to duly held meetings. Sixty-six percent
(66%) of the total authorized
votes of the Membership, either in person or by proxy or voting
by mail, shall
constitute a quorum for action. Members not present may give
their written assent to the action taken at a meeting in order
to validate
any action taken
at a meeting
where no quorum is present, except where otherwise provided by
law or by the rules of the Association. A vote of the majority
of the
Members voting, with
not less than a quorum voting, shall constitute action by the
Members, unless a greater percentage of voters is required in the
Articles
or in these By-Laws.
SECTION 5
BOARD OF DIRECTORS
5.1 The affairs of this Association shall be managed by a Board of Directors
who shall be Members of the Association. The number of Directors
constituting the Board of Directors shall be as set forth from
time to time by resolution
of the Directors. Until changed by Board resolution, two (2)
directors shall comprise the Board of Directors.
5.2 All directors will be elected each year at the annual
meeting of the
Association. In the event of death, resignation or removal of
a director, the remaining Members of the Board shall select a successor
to serve
the unexpired term.
5.3 The election of the Board of Directors may be by secret
written ballot or by any method acceptable to the Membership.
The
persons
receiving the
largest
number of votes shall be elected.
5.4 The Members by a majority vote of the voting power in
the Association present, in person or by proxy or voting by mail,
and
entitled to vote at
any Membership meeting at which a quorum is present, may
remove any Member of the Board of Directors with or without cause.
SECTION 6
POWERS OF THE BOARD OF DIRECTORS
6.1 The Board of Directors shall have the power to exercise for the Association
all powers, duties and authority vested in or delegated to
this Association and not reserved to the Membership by any other
provision
of these By-Laws
or the Articles of Incorporation or by law.
6.2 It shall be the duty of the Board of Directors to keep a complete record
of all of the acts of the Board and the corporate affairs and to present
a statement to the Members at the annual meeting, to supervise all officers,
agents and employees of the Association, to determine the amount of the
annual assessment and approve annual budgets for submission to the Membership,
and to authorize expenditure of funds for the routine and necessary maintenance
of the common roadway and other Association assets. The Board shall also
obtain necessary insurance coverage as available at an acceptable cost to
cover liability of the Association and its Members related to all common
areas and shared amenities of the Association.
SECTION 7
DIRECTORS’ MEETING AND VOTING
7.1 The first meeting of the Board of Directors following the annual meeting
of the Members of the Association shall be within ten (10) days thereafter,
at such time and place as shall be fixed by the Board at the meeting
at which such
Board of Directors shall have been elected, and no notice shall be
necessary to the newly elected directors in order to legally constitute such
meeting,
providing a majority of the whole Board of Directors shall be present
thereat.
7.2 The regular meetings of the Board of Directors may be held at such
time
and place as shall be determined from time to time by a majority
of the directors
but at least two (2) such meetings shall be held during each fiscal
year. Written notice of regular meetings of the Board of Directors shall be given
to
each Director
by mail, facsimile or personally at least ten (10) days prior to
the day named for such meeting. Meetings of the Board may be held by telephone
conference
call,
provided that the conference call may be heard at the Association
office or other noticed place by any interested Members.
7.3 Special meetings of the Board of Directors may be called
by the president or by two (2) Directors on five (5) days' notice to each Director,
given
by mail, facsimile or personally, which notice shall state the time and
place and purpose
of the meeting. Special meetings may be held by telephone conference
call, provided that the conference call may be heard at the Association office
or any
other
noticed place by any interested Members of the Association.
7.4 Any Director of the Board of Directors may, at any time,
waive notice of any meeting of the Board of Directors in writing, and such waiver
should
be deemed equivalent to the giving of such notice. Attendance by a Director
at any
meeting of the Board of Directors in person or by telephone, shall
constitute a waiver of notice by him/her of the time and place thereof. If all
the Directors
of the Board of Directors are present in person or by telephone at
any meeting of the Board, no notice shall be required and any business may be
transacted
at such meeting.
7.5 At all meetings of the Board of Directors, a majority of
the Directors shall constitute a quorum for the transaction of business, and
the votes
of a majority of the Directors present at a meeting at which a quorum
is present in
person or by telephone shall constitute the decision of the Board
of Directors. If, at any meeting of the Board of Directors, there shall be less
than a
quorum present, a majority of those present in person or by telephone
may adjourn the
meeting from time to time. At any such adjourned meeting at which
a quorum is present, any business which might have been transacted at the meeting
originally
called may be transacted without further notice.
7.6 No compensation shall be paid to the Board of Directors.
7.7 All meetings of the Board of Directors shall be open for observation
or hearing on conference call meetings, by all Members of the Association
or
their agents authorized in writing by such Member. Upon vote in open
meeting to assemble in closed session, which vote shall state specifically the
purpose
for a 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, to discuss likely or pending litigation
or matters involving possible violations of the Association's governing
documents or potential liability of a Member to the Association. No motion or
other
action
taken in closed session shall be effective unless the Board of Directors
following the closed session, reconvenes in open meeting and votes in
open meeting on such
action reasonably identified.
7.8 Within thirty (30) days after adoption by the Board of Directors
of any proposed regular or special budget of the Association, the Board
shall set a
date for a meeting of the Members to consider ratification of the
budget, which meeting shall be held not less than fourteen (14) nor
more than sixty (60)
days
after mailing of a summary of the budget so adopted to the Members.
Unless at that meeting the Members holding a majority of the votes
in the Association
reject
the budget, in person or by proxy, the budget is ratified, whether
or not a quorum is present. In the event the proposed budget is rejected
or the required
notice
is not given, the periodic budget last ratified by the Members shall
be continued until such time as the Members ratify a subsequent budget
proposed by the
Board of Directors as herein set forth.
SECTION 8
OFFICERS
8.1 The officers of the Association shall be elected annually by the Board
of Directors. Any officer may be removed from office at any time
by majority action of the Board and any officer may resign at any
time by giving written
notice to the Board. A vacancy in any office may be filled by appointment
of the Board for the remainder of the unexpired term. All officers except
the Secretary-Treasurer
shall be required to be Directors of the Board of Directors.
8.2 The duties of the officers are as follows:
President. The President shall preside at all meetings of the Board of Directors
or of the Members and shall generally supervise the affairs of the
Association. In the event of complete blockage of any common road
or in the event of complete
failure of any other common utility, the President is empowered to
spend up to $7,500 to make emergency repairs only. This authority
shall not be used
for improvements
or routine maintenance.
Vice-President. The Vice-President shall preside at meetings in
the absence of the President and in case of the absence or disability
of the President
to perform all other duties of the President.
Secretary-Treasurer. The Secretary-Treasurer shall issue notices
of meetings and keep the minutes of meetings and shall keep all records
and papers of
the Association, including the books of account. The books of account
shall be open
at all times to be inspected by any Member. The Secretary-Treasurer
shall keep safely all monies and securities of the association and
shall deposit the
funds
of the Association in a bank to be selected by the Membership. At
each annual meeting of the Members, the Secretary-Treasurer shall
issue and present a
full statement showing in detail the condition of the affairs of the
Association.
8.3 Any two officers of the Association may prepare,
execute, certify and/or
record amendments to the governing documents on behalf of the Association.
8.4 No officer shall receive any compensation from the Association
for acting
as such.
SECTION 9
ASSOCIATION RECORDS
9.1 The Association or its designated agent shall keep financial and other
records sufficiently detailed to enable the Association to fully
declare to each Member the true statement of its financial status.
All financial and
other records
of the Association, including but not limited to checks, bank records,
and invoices, in whatever form they are kept, are the property of
the Association.
9.2 All records of the Association, including the names and addresses
of
Members and other occupants of the lots, shall be available for examination
by all Members, holders of mortgages on the lots, and their respective
authorized agents on reasonable advance notice during normal working
hours at the offices
of the Association or its designated agent. The Association shall
not release the unlisted telephone number of any Member. The Association
may impose and
collect
a reasonable charge for copies and any reasonable costs incurred
by the Association in providing access to records.
9.3 At least annually, the Association shall prepare, or cause
to be prepared, a financial statement of the Association.
9.4 The funds of the Association shall be kept in accounts in
the name of the Association and shall not be commingled with the
funds of any other Association,
nor with the funds of any manager of the Association or any other
person responsible
for the custody of such funds.
SECTION 10
ASSESSMENTS, PAYMENT AND LIENS
10.1 The Board of Directors shall from time to time, and at least annually,
prepare a regular budget for the Association, and determine the
amount of the common charges payable by the Members to meet the common
expenses
of the Association
and allocate and assess such common charges as annual assessments
among the Members provided that an additional amount may be levied
as set by
the Board, or as approved by the Membership for capital improvement
assessments. The
common
expenses shall include, among other things, real and personal
property taxes on common areas, the cost of premiums on all policies
of insurance
which have
been obtained by the Board of Directors, professional fees, road
maintenance and repair and snow removal costs, and costs of maintenance,
operation
and repair of any common utilities. Common expenses may also include
an amount for working
capital of the Association, for general operating reserve, for
reserve fund for replacements, and to make up any deficit in the
common expenses
for any
prior year. The common expenses shall also be used for the purposes
set out in the Articles of Incorporation of this Association and
as provided
in the
Covenants. In the event of unexpected or unforeseen expenses
the Board may approve special assessments for the purposes herein
set forth. The
Board of Directors
shall advise all Members promptly, in writing, of the amount
of the assessments, as determined by the Board of Directors as aforesaid,
and shall furnish
copies of such budget on which such common charges are based, to
all Members. All annual
assessments and special assessments shall be set in an equal
amount, one equal assessment for each Membership in the Association.
10.2 Members shall make payment in full of the annual assessments
for which they are liable, within thirty (30) days after mailing
of notice
of such annual assessments to each Member. Members shall make payment
in full of any
special assessments authorized within thirty (30) days after
mailing of statements therefor by the Board or its authorized agent
for such purpose.
10.3 In the event that any Member(s) shall fail to pay his/her
annual assessment or special assessment within the required thirty-day
period,
or authorized capital improvement assessments as required by the
Membership vote, then such
unpaid amount shall bear interest from date of required payment
at the rate of twelve (12%) per annum, and in addition a late payment
penalty
in the
amount
of $25.00 shall be assessed for any assessment not paid when
due. In addition, the board shall be authorized by vote thereof,
to file a lien in form and
manner as set forth in Chapter 60.04 R.C.W., for the filing of
mechanic's and materialman's
liens upon the property of such delinquent Member or owner, and
such lien shall be enforced and foreclosed upon in the same manner
as such liens,
as provided
in Chapter 60.04 R.C.W., except that the time limitations for
filing and foreclosing
upon the liens as set forth in said chapter shall not apply.
All costs and expenses of collection or of lien filing or foreclosure
incurred by
the Association,
including attorney fees, whether such collection is by court
action or not, shall be paid by the delinquent owner and may be added
to the amount
of the
lien. No Member who is delinquent in payment of any assessment
shall be entitled to vote at any meeting of Members during the period
of any such
delinquency
as shown on the books of the Association. Assessments shall also
be a personal obligation of the Member against whom they were assessed
and may
be collected
as such.
SECTION 11
APPEAL OF DESIGN REVIEW COMMITTEE
Any Member aggrieved by a decision of the Design Review Committee
may appeal such decision to the Board of Directors, who shall hear
such
appeal on the record
of the Design Review Committee made in such case. The decision
of the Design Review Committee shall be given great weight and
shall only be overturned
by the Board of Directors should the Board make an affirmative
finding that
such
decision is arbitrary and capricious and not sustainable
from the record resolving all ambiguities in favor of the Committee,
or
is in direct contravention
of the Covenants or the Design Requirements and Guidelines
(as the same are defined
in the Covenants of the Association)
SECTION 12
AMENDMENT TO BY-LAWS
These By-Laws may be modified or amended by the vote of seventy-five (75%) percent
of the Directors, or by vote of eighty (80) percent of the
total number of votes entitled to be cast by Members at a membership
meeting
or mail
vote held for
such purpose, with not less than a quorum of Members present
or voting.
SECTION 13
LIABILITIES OF OFFICERS AND DIRECTORS
13.1 Indemnification. Every Director and officer of the Association shall
be indemnified by the Association against all reasonable
expenses and liabilities actually and necessarily incurred in connection
with
any claim
or suit
in which he may have been involved by reason of such office
in the Association, to the
fullest extent permitted by law.
13.2 Exculpation. No Director or officer of the Association
shall be liable for acts or defaults of any other officer or
Director for any
loss sustained by the Association unless the same has resulted
form his/her own willful
misconduct
or gross negligence.
ADOPTION
These By-Laws were adopted by the Association by vote of the Board of Directors
at a meeting duly noticed and held for such purpose, on ______________________,
2007.
BOARD OF DIRECTORS,
WINTHROP NORTH VILLAGE PROPERTY OWNERS ASSOCIATION
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