CHELAN HILLS ACREAGE TRACTS ASSOCIATION
Thad l. Duvall Audit Douglas County WA
AFN # 3171742 Recorded 11:18 AM 08/01/2013
BY Page: 1 of 8 $39.00 .
CHELAN Hills ACREAGE TRACTS ASSOC
Section 1. "Association" shall mean and refer to the Chelan Hills Acreage Tracts Association, a nonprofit corporation organized and existing under the laws of the State of Washington.
Section 2. "The Properties" shall mean and refer to Chelan Hills Acreage Tracts and such additions thereto as may hereafter be brought within the jurisdiction of the Association by annexation as provided in Article VI herein and Article II of the Declaration of Covenants and Restrictions.
Section 3. "Common Properties" shall mean and refer to those areas of land shown as such on any recorded subdivision map of The Properties and intended to be devoted to the common use and enjoyment of the owners of The Properties. "Common Properties" include any other property owned by the Association.
Section 1. The principal office of the Association shall be located at the home of the Treasurer.
Section 1. Every person or entity who is a record owner of a fee or undivided fee interest in any tract or any subdivision thereof made by any future owner which is subject by covenants of record to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as security for the performance of an obligation shall not be a member.
For purposes hereof, a contract purchaser shall be considered the owner of a fee and a contract seller shall be considered as having retained an interest in real property merely as security for the performance of an obligation.
Section 2. The rights of membership are subject to the payment of an initiation fee, annual dues, and special assessments levied by the Association, the obligation of which assessments is imposed against each owner of and becomes a lien upon the property against which such assessments are made as provided by Article VIII of the Declaration of Covenants and Restrictions to which The Properties are subject and recorded with the Douglas County Auditor, Record Number 220227, recorded on June 30, 1983, and rerecorded under Number 220695 on August 2, 1983.
Section 3. The membership right of any person whose interest in The properties is subject to assessments under Article III, Section 2, whether or not he be personally obligated to pay such assessment, may be suspended by action of the Directors during the period when the assessments remain unpaid: but, upon payment of such assessments, his rights and privileges shall be automatically restored.
Section 1. The Association shall have one class of voting membership. Members shall be all those owners as defined in Section 1 of Article III hereof. Members shall be entitled to one vote for each tract or any subdivision thereof in which they hold the interests required for a membership by Section 1 of Article III. When more than one person holds such interest or interests in any tract or subdivision, all such persons shall be members, and the vote for such tract or subdivision shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such tract or subdivision.
PROPERTY RIGHTS AND RIGHTS OF ENJOYMENT OF COMMON PROPERTY
Section 1. Each member shall be entitled to the use and enjoyment of the common properties as provided by Article IV of the Declaration of Covenants applicable to The Properties.
Section 2. Any member may delegate his rights of enjoyment in the Common Properties to the members of his family who reside upon The Properties or to any of his tenants who reside thereon under a leasehold interest for a term of one year or more. Such member shall notify the Secretary in writing of the name of any such person and of the relationship of the member to such person. The rights and privileges of such person are subject to suspension under Article III, Section 3, to the same extent as those of the member.
ASSOCIATION PURPOSES AND POWERS
Section 1. The Association has been organized for the following purposes:
(1) To promote the recreation, health, safety and welfare of the residents of Chelan Hills Acreage Tracts as recorded on Tract map, record number 220204 and 222290 dated November 18, 1983 and 225522 on May 23, 1984 and 225523 on May 23, 1984.
(2) To care for, maintain an improve for the use and enjoyment of all of the residents of Chelan Hills Acreage Tracts the private roads legally described on recorded Declaration of Easement, record number 220226 dated June 30, 1983, 222290 dated November 18, 1983, 226235 dated July 9, 1984, 228548 dated December 27, 1984, 221212 dated September 7, 1983, 221504 dated September 27, 1983, 225520 dated May 23, 1984, 225522 dated May 23, 1984, 230723 dated May 6, 1985, 232834 dated September 9, 1985, 236163 dated March 25, 1986, and 236452 dated April 14, 1986, and any other property owned by the Association.
(3) To fix assessments to be levied against The Properties.
(4) To enforce any and all covenants restrictions and agreement applicable to the properties.
(5) To own, buy, sell, rent, lease, mortgage or otherwise acquire, dispose of, or deal in real and personal property.
(6) To borrow money and issue notes as evidence thereof, and to secure the same by a mortgage or pledge of any or all of its assets.
(7) Insofar as is permitted by law and all covenants, to do any other thing that in the opinion of the Board of Directors will promote the common benefit and enjoyment of the properties.
Section 2. The total debts of the corporation outstanding at any time, shall not exceed the sum of Two Thousand Dollars ($2,000.00), provided that authority to exceed said maximum in any particular case may be given by an affirmative vote of thirty (30%) percent of the votes of the members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set for the purpose of the meeting.
Section 3. The corporation shall have power to dispose of its real properties only as authorized under the recorded covenants and restrictions applicable to said property.
BOARD OF DIRECTORS
Section 1. The affairs of the corporation shall be managed by a board of five (5) directors, who are elected by the members at the annual meeting, for a term of (2) years until the election of their successors. In able to maintain an educated Board with the affairs of the Association, three (3) directors will be elected in the years ending in odd numbers and two (2) directors will be elected in the years ending in even numbers. No Director can be a primary supplier of services for the Association during one's term unless all other resources have been explored and exhausted.
Section 2. Vacancies in the Board of Directors shall be filled by the remaining directors, any such appointed director shall hold office until his successor is elected by the members, who may make such election at the next annual meeting of the members or at any special meeting duly called for that purpose.
ELECTION OF DIRECTRS: NOMINATING COMMITTEE
Section 1. Election to the Board of Directors shall be by written ballot as hereinafter provided. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes a they are entitled to exercise under the provisions of the recorded covenants applicable to The Properties. The name receiving the largest number of votes shall be elected.
Section 2. Nominations for election to the Board of Directors shall be made by any member of the Association at least sixty days (60) days before the annual meeting. Nominations for Board of Directors may be made at the annual meeting, but nominations made at the annual meeting will not be entitled to votes cast by proxy ballots.
Section 3. All elections to the Board of Directors shall be made on written ballot. Such ballots shall be prepared and mailed by the Secretary to the members at least thirty (30) days in advance of the date of the annual meeting. All ballots must be returned to the Secretary of the Association by the day of the annual meeting, and before the commencement of such meeting.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. The Board of Directors shall have power:
(a) To call special meeting of the members whenever it deems necessary and it shall call a meeting at any time upon written request of one-fourth (1/4th) of the voting membership, as provided in Article IV, Section 1.
(b) To appoint and remove, at pleasure all officers, agents, and employees of the Association, by a two-thirds (2/3) majority vote of all the members of the Board, and prescribe their duties. Should any vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board may delegate the powers and duties of such office to any Officer or may appoint a new Officer until such time as a successor for the office has been elected.
(c) To establish, levy and assess and collect the assessments or charges referred to in Article III, Section 2.
(d) To adopt and publish rules and regulations governing the use of the common properties and facilities.
(e) To exercise for the Association all powers, duties and authority vested in or delegated to this Association, except those reserved to the members in the covenants.
(f) In the event that any member of the Board of Directors of this Association shall be absent from three (3) consecutive regular meetings of the Board of Directors, the Board may by action taken at the meeting during which said third absence occurs, declare the office of said absent Director to be vacant.
Section 2. It shall be the duty of the Board of Directors:
(a) To cause to be kept, a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting.
(b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.
(c) As more fully provided in Article V of the Declaration of Covenants applicable to The Properties:
(1) To fix the amount of the assessment against each tract or subdivision for each assessment period at least thirty (30) days in advance of such date or period;
(2) To prepare a roster of the properties and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any member; and
(3) To send a written notice of each assessment to every owner subject thereto.
(d) To issue, or to cause an appropriate officer to issue, upon demand by any person a certificate setting forth whether any assessment has been paid. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid.
Section 1. A regular meeting of the Board of Directors shall be held following the annual meeting, provided that the Board of Directors may, by resolution, change the day and hour of holding such regular meeting.
Section 2. Notice of such regular meeting is hereby dispensed with.
Section 3. Special meetings of the Board of Directors shall be held when called by any officer of the Association or by any two directors after not less than three (3) days' notice to each director.
Section 4. The transaction of any business at any meeting of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and, if either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records and made part of the minutes of the meeting.
Section 5. The majority of the Board of Directors shall constitute a quorum thereof.
Section 6. No director shall receive any compensation for his services as such, but nothing herein contained shall be deemed to limit the right of any member of the Board of Directors to perform services incident to the profession or trade of said member for the corporation, or to sell property of any kind or nature to said corporation. The Board may, however, authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors performing duties as Directors.
Section 7. All meetings of the Board of Directors shall be open for observation by the members. The Board of Directors shall keep minutes of all actions taken by the board, which shall be available to all members. Upon the affirmative vote in an open meeting to assemble in closed session, the Board of Directors may convene in closed 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 a member to the Association. The motion shall state specifically the purpose for the closed session. Reference to the motion and the state purpose for the closed session shall be included in the minutes. The Board of Directors shall restrict the matters in a closed meeting to those proposed 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.
Section 1. The Officers shall be a President, Vice-President, Secretary, Treasurer, and a Road Commissioner. All officers will be members of the Board of Directors. An Officer must be a member of the Association as defined in Article III, Section I and in good standing with the Association. No two persons who share common interest in any property(s) may fill more than one position at any one time. The Association may also appoint, at the discretion of the Board, any additional committees that it deems appropriate. An elected officer may serve as many terms as he or she is elected, whether the terms are consecutive or not. No Officer can be a primary supplier of services for the Association during one's term unless all other resources have been explored and exhausted.
Section 2. The Officers shall be chosen by majority vote of the directors.
Section 3. The Officers shall hold office for two (2) years unless he or she resigns, is removed, or is otherwise disqualified to serve.
Section 4. The President shall preside at all meeting of the Board of Directors, shall see that orders and resolutions of the Board of Directors are carried out and sign all notes, checks, leases, mortgages, deeds and all other written instruments.
Section 5. The Vice-President shall perform all the duties of the President in his absence.
Section 6. The Secretary shall record the votes and keep the minutes of all proceedings in a book to be kept for that purpose; keep records with the names of all members of the Association together with their addresses as registered by such members; and perform such other duties as required by the Board of Directors.
Section 7. 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 provided that such checks and notes shall also be signed by the President or the Vice-President; keep proper books of account; by a vote of the members at the annual meeting cause a report of the Association's books to be made by a public accountant at the completion of each fiscal year; prepares an annual budget; shall render to the Board of Directors whenever same shall be required, and shall render to the members at the annual meeting, an account of receipts, disbursements and financial condition of the Association.
Section 8. The Road Commissioner shall evaluate all easement roads and present a report to the Board of Directors, and perform such other duties as required by the Board of Directors.
MEETINGS OF MEMBERS
Section 1. The regular annual meeting of the members shall be held on the second Saturday in June of each year, at the hour of 1:00 o'clock p.m.
Section 2. Special meetings of the members for any purpose may be called at any time by the President, the Vice-President, or by any two or more members of the Board of Directors, or upon written request of the members who have a right to vote one-fourth (1/4th) of all the votes of the entire membership.
Section 3. Notice of any meetings shall be given to the members by the Secretary. Notice may be given in writing to the member either personally, by electronic mail, or by sending a copy of the notice through the mail, postage thereon fully prepaid to his address appearing on the books of the corporation. Each member shall register his address with the secretary, and notices of meetings shall be mailed to him at such address. Notice of any meeting, regular or special, shall be mailed at least six (6) days in advance of the meeting and shall set forth in general the nature of the business to be transacted, provided, however, that if the business of any meeting shall involve an election governed by Article VIII or any action governed by the Articles of Incorporation or by the Covenants applicable to The Properties, notice of such meeting shall be given in writing or sent as therein provided.
Section 4. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-half (1/2) of the votes of the membership shall constitute a quorum for any action governed by these Bylaws. Any action governed by the Articles of Incorporation or by the Covenants applicable to The Properties shall require a quorum as therein provided.
Section 1. At all corporate meetings of members, each member may vote in person or by proxy.
Section 2. All proxies shall be in writing and filed with the Secretary. No proxy shall extend beyond a period of eleven (11) months, and every proxy shall automatically cease upon sale by the member of his home or other interest in The Properties. A proxy shall be present at the meeting it is intended for and can not be used as defined under Article VIII Section II and for those members as defined under Article III Section I and who are in good standing with the Association.
BOOKS AND PAPERS
Section 1. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any members. Personal files and the checkbook shall be present at all meetings. All books, records and papers will be present at all member meetings.
NON-LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
Section 1. For purposes of this Article, an "agent" of the Association includes any person who is or was a Director, Officer, employee or any other agent of the Association; or is or was serving at the request of the Association as a Director, Officer, employee, partnership, joint venture, trust or other enterprise. No agent shall be liable for acts or defaults of any other officer or member, or for any loss sustained by the Association, or any member thereof, unless the same has resulted from is own willful and wanton misconduct or negligence. Every officer, director and member of the Association shall be indemnified by the Association against all reasonable costs, expenses and liabilities, including attorney's fees and court costs, actually or necessarily incurred by or imposed upon him in connection with any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which he may be involved as a part or otherwise by the reason of his having been an officer, director or member of the Association, whether or not he continued to be such at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he shall be finally adjudges in such action, suit, proceedings, investigation or inquiry to be liable for willful misconduct or negligence toward the Association in the performance of his duties, or in the absence or such final adjudication, any determination of such liability by opinion of legal counsel, selected by the Association. The foregoing right of indemnification shall be in addition to and not in limitation of all rights and shall inure to the benefit of legal representation of such person.
Section 1. These Bylaws may be amended, 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, provided that those provisions of these Bylaws which are governed by the Articles of Incorporation of this Association may not be amended except as provided in the Articles of Incorporation or applicable law; and provided further that any matter stated herein to be or which is in fact governed by the Covenants and Restrictions applicable to The Properties may not be amended except as provided in such Covenants and Restrictions.
Section 2. 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 Covenants and Restrictions applicable to The Properties referred to in Section 1 and these Bylaws, the Covenants and Restrictions shall control.
IN WITNESS WHEREOF, we, being all the Directors of Chelan Acreage Tract Association, have hereunto set our hands this day _____________, 2013.
______________________ Larry Majchrzak, President
Chelan Hills Acreage Tracts
P.O. Box 2135
Chelan, WA 98816
STATE OF WASHINGTON )
COUNTY OF CHELAN )
LARRY MAJCHRZAK, being sworn, says: I am the Chelan Hills Acreage Tracts Association President and representative of the association above named. I have read the foregoing Declaration of Covenants and Restrictions, and know the contents thereof, and believe the same to be true and correct.
Larry Majchrzak, President
SUBSCRIBED AND SWORN to before me this ______ day of July, 2013.
NOTARY PUBLIC in and for the State of Washington;
My Commission Expires:________