BYLAWS OF
SUMMERWIND HOMEOWNERS’ ASSOCIATION
September 28, 2007
ARTICLE I
Definitions
“Association” means the Summerwind Homeowners’ Association.
“Board” means the Board of Directors of the Association.
“Declaration” means the Declaration of Covenants, Conditions and Restrictions which was recorded in King County, Washington under recording number 8702100916; amendments thereto recorded in King County under recording numbers 8803070675, 8808221687, 8903200624, 8910130248, 8912040684, 9005091365, 9011161257 and 9012171354; and amendments thereto that may yet be made.
“Property” means all real property over which the Association has jurisdiction, both developed and undeveloped.
Section 1. Membership. The membership of the Association at all times shall consist exclusively of the owners of all real property over which the Association has jurisdiction, both developed and undeveloped. Every person or entity who is the contract purchaser or record owner of a fee interest in any parcel within the Property (a “Lot”) which is subject to assessment by the Declaration shall be a Member of the Association (“Member”). The foregoing shall not include persons or entities that hold an interest merely as security for the performance of an obligation. No owner shall have more than one membership. If any Lot is held jointly by more than one person or entity, the several owners shall designate one of their number as the Member. Each owner of a Lot within the Association shall be a member of the Association, and shall be entitled to one membership. Ownership of a Lot shall be the sole qualification for membership in the Association.
Section 2. Transfer of Membership. Membership in the Association shall be appurtenant to the Lot giving rise to such membership, and shall not be assigned, conveyed, pledged or alienated in any way except upon the transfer of title to said Lot and then only to the transferee of title to said Lot. Any attempt to make a prohibited transfer shall be void. Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association to the new owner.
Section 3. Voting Rights. The interest of each Member shall be equal to that of any other Member, and no Member may acquire any interest which shall entitle that Member to any greater voice, vote or authority in the Association than any other Member. No person or entity shall have more than one membership, regardless of the number of Lots owned, and each membership shall have only one vote. When more than one person or entity holds an interest in any Lot, the vote for such Lot shall be exercised as the owners of that Lot determine, but in no event shall more than one vote be cast with respect to any Lot. Votes may not be split by multiple Owners of a Lot. Thus, if multiple Owners cannot agree on a vote, their vote will not be counted on a vote of the Association membership, even though those Owners may be counted for purposes of a quorum (as if abstaining).
Section 4. Suspension of Membership. During any period in which a Member shall be in default in the payment of any assessment or charge owed to the Association, the voting rights and right to use any common property that may be owned or managed by the Association may be suspended by the
Section 5. Meetings.
5.1 Annual Meetings. An annual meeting of the Members shall be held during the third (3rd) week of October to elect directors and transact such other business as may properly come before the meeting.
5.2 Special Meetings. Special meetings of the Members may be called at any time by the President, a majority of the Board, or on written request delivered to an officer of the Association signed by at least 10 percent (10%) of the Members entitled to vote.
5.3 Notice of Meetings. The Secretary shall cause to be delivered to each Member, not less than fourteen (14) nor more than sixty (60) days before any meeting of the Members, written notice stating the place, date and time of the meeting, the purpose or purposes for which the meeting is called, and the items on the agenda to be voted on by the Members, including the general nature of any proposed amendment to the Declaration, Articles of Incorporation, or Bylaws, changes of a previously approved budget that result in assessment obligations, and any proposal to remove a Director or officer. All meetings will be held at a place convenient for the Members as determined by the Board, but in any event, in King County, Washington. If the Board shall neglect or refuse to issue notice of a special meeting of the Members properly called for by the Members, the Members making the request may do so consistent with this Section as required of the Board. Notice of any meeting of the Members shall be deemed delivered when deposited in the United States mail, properly addressed to each Member at each Member’s address as it appears on the records of the Association, or to such address supplied in writing by the Member to the Association for the purpose of notice, with prepaid postage on the notice.
5.4 Quorum. The presence at the beginning of any meeting of the Members of Members entitled to cast thirty-four percent (34%) of the votes of the Members, represented in person or by proxy, shall constitute a quorum throughout that meeting for any action. If a quorum is not present, a majority of the Members so represented may adjourn the meeting and establish a date and time for the meeting to reconvene without further notice.
5.5 Manner of Acting. The vote of a majority of the votes entitled to be cast by the Members represented in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Members, unless a greater proportion is required by applicable Washington law, the Declaration, the Articles of Incorporation or these Bylaws.
5.6 Proxies. A Member may vote by proxy executed in writing by the Member or by his or her attorney-in-fact. Such proxy shall be filed with the Secretary before or at the time of the meeting. A proxy shall become invalid eleven (11) months after the date of its execution unless otherwise expressly provided for in the proxy. A proxy with respect to a specific meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment of such meeting.
ARTICLE III
Section 1. General Powers. The affairs of the Association shall be managed by a
Section 2. Number. The
Section 3. Qualifications. Directors shall be Members that reside within the Property.
Section 4. Election of Directors. Directors shall be elected each year at the annual meeting of the Members. The terms of the directors shall be staggered so that at least fifty percent (50%) of the director positions are voted on each year.
Section 5. Term of Office. Unless a director dies, resigns or is removed, he or she shall hold office for four (4) years.
Section 6. Vacancies. A vacancy in a director position may be filled by the affirmative vote of a majority of the remaining directors, even if there is no longer a quorum of the Board. A director who fills a vacancy shall serve for the unexpired term of his or her predecessor director.
Section 7. Resignation. A director may resign at any time by delivering written notice to an officer of the Association, other than the resigning director. Any such resignation shall take effect at the time specified in the notice, or if the time is not specified, upon delivery of the notice. Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.
Section 8. Removal. One or more directors (including the entire Board) may be removed from office, with or without cause, by majority of the votes cast by Members then entitled to vote on the election of directors represented in person or by proxy at a meeting of the Members called expressly for that purpose at which a quorum is present.
Section 9. Compensation and Expenses. Directors shall not receive compensation for their service as directors, except that after one year of service directors shall not be required to pay annual assessments while they are serving as a director. Directors may receive reimbursement for expenditures incurred on behalf of the Association.
Section 10. Standard of Care. A director shall perform the duties of a director, including the duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
a. One or more officers or employees of the Association whom the director believes to be reliable and competent in the matter presented;
b. Legal counsel, public accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or
c. A committee of the Board upon which the director does not serve, duly designated in accordance with a provision in the Articles of Incorporation or Bylaws, as to matters within its designated authority, which committee the director believes to merit confidence; so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
If the statutory standard of care is, at any time, different than the standard of care set forth in these Bylaws, the Bylaws are deemed amended so that the standard of care is the standard set forth statutorily for nonprofit Associations in the State of Washington.
Section 11. Powers. Subject to the Declaration, the Articles of Incorporation and Washington State law, the
a. Adopt and amend these Bylaws and Rules and Regulations;
b. Adopt and amend budgets for revenues, expenditures, and reserves, and impose and collect assessments for common expenses from owners;
c. Hire and discharge or contract with managing agents and other employees, agents, and independent contractors;
d. Institute, defend, or intervene in litigation or administrative proceedings in the Association’s name on matters affecting the Association;
e. Make contracts and incur liabilities;
f. Regulate the use, maintenance, repair, replacement, and modification of common areas;
g. Acquire, hold, encumber, and convey in the name of the Association any right, title, or interest to real or personal property;
h. Grant easements, leases, licenses, and concessions through or over the common areas and petition for or consent to the vacation of streets and alleys;
i. Impose and collect any payments, fees, or charges for the use, rental, or operation of the common areas;
j. Impose and collect charges for late payments of assessments and, after notice and an opportunity to be heard by the Board or by the representative designated by the Board and in accordance with the procedures as provided in these Bylaws or Rules and Regulations adopted by the board, levy reasonable fines in accordance with a previously established schedule adopted by the Board and furnished to the Members for violation of these Bylaws or Rules and Regulations;
k. Exercise any other powers conferred by these Bylaws;
l. Exercise all other powers that may be exercised in Washington by the same type of corporation as the Association; and
m. Exercise any other powers necessary and proper for the governance and operation of the Association.
Section 12. Prohibited Acts. The
Section 13. Meetings.
13.1 Annual Meeting. An annual meeting of the
13.2 Regular Meetings. Regular meetings of the Board may be specified as to the date, time and place for the holding of such regular meetings by the adoption of a resolution of the Board. Notice of such meetings is not necessary other than said resolutions. If such a resolution has not been adopted, then notices of regular meetings shall be given as set forth in Section 13.7 as for notices of special meetings.
13.3 Special Meetings. Special meetings of the
13.4 Meetings by Telephone. Members of the
13.5 Action Without a Meeting. Any action which could be taken at a meeting of the
13.6 Place of Meetings. All meetings of the Board shall be held at the principal office of the Association or at such other place within the State of Washington designated by the Board by any person entitled to call such a meeting or by a waiver of notice signed by all of the directors.
13.7 Notice of Meetings. Notice of special meetings of the
a. Is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or
b. has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
13.8 Waiver of Notice.
13.8.1 Written. Whenever any notice is required to be given to any director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
13.8.2 Attendance. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
13.9 Quorum. A simple majority of the number of directors in office shall constitute a quorum for the transaction of business at any meeting of the
13.10 Manner of Acting. The act of the majority of the directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Declaration, the Articles of Incorporation or applicable Washington law. In the event of a tie, the President shall determine the majority.
13.11 Presumption of Assent. A director present at a meeting of the
13.12 Open Meetings. Except as provided in Section 13.13, all meetings of the
13.13 Closed Session. Upon the affirmative vote in open meeting to assemble in closed session, the
Section 14. Transactions Involving Directors.
No contract or other transaction between this Association and one or more of its directors or any other company, firm, association or entity in which one or more of its directors are directors, officers, or are financially interested or are related to directors, officers, or persons with financial interests, shall be either void or voidable because of such relationship or interest, or because such director or directors are present at the meeting of the Board, or a committee, which authorizes, approves or ratifies such contract or transaction, if: (a) both the existence and nature of such relationship or interest and also all facts known to the Director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction, are disclosed or known to the Board, or committee, the meeting of which authorizes, approves or ratifies the contract or transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interested director; or (b) the transaction is fair to the Association under the circumstances at the time of commitment. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board, or committee, which authorizes, approves or ratifies such contract or transaction.
Section 1. Offices. The officers of the Association shall be a President, Vice President, Secretary, and Treasurer, who at all times shall be members of the Board, and such other officers as the
Section 2. Election. Each officer shall be elected at the first meeting of the
Section 3. Term. Each officer shall hold office for one year, or until a successor is elected, unless the officer resigns, or is removed, or otherwise is disqualified to serve.
Section 4. Resignation and Removal. An officer may be removed from office with or without cause by the
Section 5. Vacancies. A vacancy in any office may be filled by appointment by the
Section 6. Duties. The duties of the officers are as follows:
6.1. President. The President shall be the chief executive officer of the Association and, subject to the control of the Board, shall supervise and control all of the assets, business and affairs of the Association. The President shall preside over meetings of the members and of the Board. The President may sign deeds, mortgages, bonds, contracts or other instruments, except when the signing and execution have been expressly delegated by the
6.2. Vice President. In the absence of the President, the Vice President shall perform the duties of the President.
6.3. Secretary. The Secretary shall ensure that minutes are recorded and maintained of meetings of the Members and of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records of the Association or appoint such person or entity as is appropriate to act as such custodian; ensure that records are kept of the address of each Member; prepare, execute, certify and record Amendments to the Declaration on behalf of the Association; sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.
6.4. Treasurer. The Treasurer shall have charge of and be responsible for all funds of the Association; ensure that funds due and payable to the Association from any source whatsoever are properly received and that receipts are given for said funds; ensure that all such funds are deposited in the name of the Association in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; keep proper books of accounts; and perform all of the duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the President or the Board.
Section 1. Authority. The Board may designate and appoint one or more standing or temporary committees. The
Section 2. Meetings.
2.1 Regular Meetings. Regular meetings of any committee may be specified as to the date, time and place for the holding of such regular meetings by the adoption of a resolution of the committee. Notice of such meetings for committees is not necessary other than said resolutions. If such a resolution has not been adopted, then notices of regular meetings shall be given as set forth in Section 2.7 as for notices of special meetings.
2.2 Special Meetings. Special meetings of any committee may be called by or at the written request of the chairman of the committee. The person or persons authorized to call special meetings may fix any place within the State of Washington as the place for holding any special committee meeting. Notice of special meetings of committees shall be made as set forth in Section 2.7.
2.4 Meetings by Telephone. Members of any committee may participate in a meeting by means of a conference telephone or similar communication equipment; provided, all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
2.5 Action Without a Meeting. Any action which could be taken at a meeting of any Committee may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the committee members as applicable. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document.
2.6 Place of Meetings. All meetings of committees shall be held at the principal office of the Association or at such other place within the State of Washington designated by the person entitled to call such a meeting.
2.7 Notice of Meetings. Notice of special meetings of a committee shall be given to a committee member in writing or by personal communication with the committee member not less than ten (10) calendar days before the meeting. Notices in writing may be hand delivered or sent by U.S. mail, electronic mail, or facsimile transmission to the committee member at his or her address shown on the records of the Association. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting, unless specifically required by the Articles of Incorporation or these Bylaws. If a notice is delivered by mail, the notice shall be deemed effective when deposited in the United States mail properly addressed with postage prepaid. If notice is given by electronic mail or facsimile transmission, the recipient of the notice must first have consented to electronic notice pursuant to RCW 24.03.009 and the notice shall be deemed effective when it:
a. Is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or
b. has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
2.8 Waiver of Notice.
2.8.1 Written. Whenever any notice is required to be given to any committee member under these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of a committee need be specified in the waiver of notice of such meeting.
2.8.2 Attendance. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where attendance is for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
2.9 Quorum. A simple majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee. If a quorum is not present at a meeting, a majority of the members present may adjourn the meeting and set a date and time for the meeting to reconvene without further notice.
2.10 Manner of Acting. The act of the majority of the members of a committee present at a meeting at which there is a quorum shall be the act of the committee, unless the vote of a greater number is required by these Bylaws, the Declaration, the Articles of Incorporation or applicable Washington law.
ARTICLE VI
Managing Agents
The Board may hire a managing agent for the following purposes:
a. to invoice and collect assessments payable by the Members;
b. to maintain the books and records of the Association;
c. to inspect the Property, notify the Board or appropriate committee of violations of the Declaration or Rules and Regulations adopted by the Board; and
d. to take action required to collect assessments and enforce the Declaration and Rules and Regulations, including, upon Board approval, initiating legal action against Members and their Lots.
ARTICLE VII
Books and Records
Section 1. Scope. The Association or its managing 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.
Section 2. Examination. All records of the Association, including the names and addresses of Members and other occupants of each Lot, shall be available for examination by all Members, holders of mortgages on each Lot, and their respective authorized agents on reasonable advance notice during normal working hours at the offices of the Association or its managing 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.
Section 3. Annual Financial Statement. At least annually, the Association shall prepare, or cause to be prepared, a financial statement of the Association. The financial statements shall be audited at least annually by an independent certified public accountant if the Association’s annual assessments are fifty thousand dollars ($50,000) or more unless the audit is waived if sixty-seven percent (67%) of the Members, in person or by proxy, at a meeting of the Members at which a quorum is present.
Section 4. Accounts. 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 5. Annual Budget. Within thirty days after adoption by the Board 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 not less than fourteen (14) nor more than sixty (60) days after mailing of the summary. A majority of the Members present at the meeting, in person or by proxy, whether or not a quorum is present, may ratify the budget. 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.
Section 6. Fiscal Year. The fiscal year of the Association shall be a calendar year, unless determined otherwise by the Board.
ARTICLE VIII
Amendment
These Bylaws may be amended or repealed and new Bylaws may be adopted by an affirmative vote of a majority of the Board. Copies of any amendment or replacement of the Bylaws will be mailed or otherwise delivered to all Members within 30 days of adoption.
ARTICLE IX
Conflict
In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration controls.
The Association and each Member shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of the Declaration, the Articles of Incorporation, these Bylaws and any Rules and Regulations promulgated by the