The name of the corporation is Indian Hills Estates Homeowners Association, hereinafter referred to as the "Association". This corporation shall be here-conducted as a non-profit corporation for the purposes set forth in the Articles of Incorporation, dated November 13, 1978 and filed with the Secretary of State, State of Washington, under file number D283912. The principal office of the corporation shall be located at the residence of the Corporate Secretary, with a Corporation mailing address of Post Office Box 2336, Poulsbo, Washington 98370. Meetings of Members and Directors may be held at such places within the State of Washington, County of Kitsap, as may be designated by the Board of Directors.
Section 1. "Association" shall mean and refer to Indian Hills Estates Homeowners Association, its successors and assigns.
Section 2. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the Kitsap County Auditor.
Section 3. "Director" shall mean and refer to those members elected to the Board of Directors of the Indian Hills Estates Homeowners Association.
Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties.
Section 5. "Member" shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation and these By-Laws.
Section 6. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 7. "Properties" shall mean and refer to that certain real property described in the Articles of Incorporation and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 1. Membership in the Indian Hills Estates Homeowners Association shall be limited to persons or entities owning property within the Plat of Indian Hills Estates, Section 25, Township 26 North, Range I East, W.M., Kitsap County, Washington. Each Lot of Indian Hills Estates shall entitle the owner of such Lot to one vote. Multiple owners of one Lot shall be entitled to only one vote in the Association.
Section 2. No members vote shall be forfeited nor any member vote will be invalidated except for non-payment of charges and assessments as set forth by the Board of Directors. As to members owning Lots in Indian Hills Estates, no member may withdraw, except upon transfer of title to the real property to which their membership is appurtenant. No compensation shall be paid by the corporation upon transfer of membership and no member whose membership is transferred shall be entitled to share or participate in any of the assets of the corporation.
Section 1. There shall be an annual meeting of the members of the Association, for the election of members to the Board and for the purpose of considering matters which require the approval of all or some of the members, in the third quarter of the calendar year at such reasonable place and time as may be designated by written notice from the Board, delivered to the Member no less than thirty (30) days before the meeting.
Section 2. Special-meetings of the members of the Association may be called at any time, by petition to the Board, for the purpose of considering matters which require the approval of all or some of the Members or for any other reasonable purpose, subject to the notice requirements of Section 1 above.
Section 3. A quorum to do business shall exist when fifty-one percent (51%) of the voting power of the Association is present in person or by proxy. Majority approval of those present to do business is necessary for any action taken by the Association; EXCEPT that any proposed action that would require the Association to impose additional assessments, shall require a two-thirds (2/3)-majority vote of-members, eligible to vote. If the required quorum is not present, another meeting may be called subject to the same notice requirements. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.
Section 4. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing, signed and dated, and filed with the Secretary prior to the meeting at which the proxy will be exercised. Every proxy shall be revocable by the member in person, to the Secretary or at the meeting, and shall automatically cease upon conveyance by the Member of his Lot.
All notices given under the provisions of the By-Laws or rules and regulations of the Association shall be in writing and may be delivered either personally or by mail. If delivery by mail is made, the Notice shall be deemed to have been delivered on the third day of regular mail in Kitsap County, Washington, first class, postage prepaid, addressed to the person entitled to such Notice at the most recent address known to the Board of Directors. Notice to the Board shall be given to the President or Secretary of the Association.
By-Laws of the Indian Hills Estates Homeowners Association
Section 1. The affairs of this Association shall be managed by a board of five (5) directors.
Section 2. The term of office of the elected Directors of the Association shall be from one Annual Meeting to the following Annual Meeting.
Section 3. Within a reasonable time after their election, the Directors shall elect from the directorship, the following officers: President, Vice-President, Secretary and Treasurer. All such officers shall be Officers of the Corporation.
Section 4. No Director shall receive compensation for any service they may render to the Association, except the Secretary and Treasurer as determined by the Board of Directors. The amount of compensation will not exceed the Annual Assessment.
Section 5. Any Director may be removed from office, by a two-thirds (2/3) vote of the membership at any annual or special meeting of the membership. Notice of the proposed removal of a Director must be given to such Director at least fifteen (15) days prior to the date of the meeting at which such removal is to be voted upon. Such notice must state the cause of the proposed removal.
Section 6. Unexcused absence from three (3) consecutive meetings of the Board may be due cause for removal of the Director.
Section 7. In the event a Director ceases to be the owner of the Lot to which his/her membership is appurtenant, he/she shall thereby cease to be a Director and the office shall become vacant upon written notification without action, other than to record such fact upon the minutes of the Board of Directors.
Section 8. A quorum of the Board of Directors shall consist of a majority of the Board.
Section 1. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman, who shall be a member of the Board, and two or more members of the Association.
The Nominating Committee shall be appointed by the Board immediately after each annual-meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting. The Committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. All nominations shall be of members in good standing.
Section 2. Election to the Board shall be by secret written ballot. At such election, the members or their proxies,-may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The Member(s) receiving the largest number of votes shall be elected.
Section 3. Any vacancy occurring on the Board by reason of death, resignation, or removal of a Director shall be filled by Board appointment. Such appointee shall serve during the unexpired term of the Director whose position has become vacant.
Section 1. The Board of Directors of the Association shall hold regular meetings and such special-meetings as the Board shall deem necessary for the competent management of the affairs of the corporation. Notice of the meetings shall be given each Director at least seventy-two (72) hours in advance of the meeting. The notice may be by telephone.
Section 2. The Directors shall have the right to take any action in the absence of a meeting, which they could take at a meeting, by obtaining the written approval of all of the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
Section 1. The Board shall have the general management and control of the business and affairs of the corporation and shall exercise any and all the powers that may be exercised or performed by the corporation under the law, the Articles of Incorporation and these By-Laws.
Section 2. The Board shall acquire and pay for, as common expenses of the Association, all goods and services reasonably necessary or convenient for the efficient and orderly functioning of the Association. The goods and services shall include (byway of illustration and limitation) utility services for the street lights, policies of insurance and fidelity bonds, legal and accounting services, maintenance and repair of the existing fence located along the Easterly boundary of the Plat of Indian Hills Estates, and all supplies, materials, fixtures and equipment that are, in the Board's judgment, necessary for the operation of the above.
Section 3. The Board may spend such funds and take such action as it may from time to time deem necessary to settle claims or otherwise act in what it considers to be the best interests of the Association. No Officer shall independently contract for services without Board approval.
Section 4. The Board-may suspend the voting right of a Member during any period in which such Member shall be in default in the payment of any assessment or charge levied by the Association.
Section 5. The Board shall exercise for the Association all powers, duties and authority vested in or delegated to the Association, not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration.
Section 6. It shall be the duty of the Board:
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 of-members.
b) To fix the amount of the annual assessment at least thirty (30) days in advance of each annual assessment period.
c) To send written Notice of each assessment to every Member subject thereto at least thirty (30) days in advance of each annual assessment period.
d) To originate liens against any property for which assessments are not paid. No filing of any such lien or liens shall commence except upon expiration of six (6) months from and after the date and charge or assessment giving rise to such lien or liens becoming due and payable.
e) To cause all officers having fiscal responsibilities to be bonded, as it may deem appropriate.
f) To procure and maintain adequate liability insurance as it may deem appropriate.
Section 1. President. The President of the corporation shall supervise all activities of the Association; execute all instruments in its behalf; preside at all meetings of the membership; call such meetings of the membership as shall be deemed necessary, other than the annual meeting of the membership; co-sign all checks; and perform other duties usually inherent in such office.
Section 2. Vice-President. The Vice-President of the corporation shall act in the place and stead of the President in the event of his absence, inability or refusal to act, co-sign all checks when Acting President, and perform other acts as the President may direct.
Section 3. Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of 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 duties as required by the President.
Section 4. Treasurer. The Treasurer shall receive and deposit in the appropriate bank account, all monies of the Association and shall disburse such funds as directed by resolution of the Board; shall co-sign all checks of the Association; keep proper books of account; cause an annual audit of the Association to be-made by a public accountant at the completion of each fiscal year, if required by the Board; and shall prepare, and deliver a copy of each to the members, an annual budget and a statement of income and expenditures to be presented at the annual meeting of members.
Section 1. The assessments levied by the Association shall be used exclusively for street lighting, fence maintenance and repair, and such other uses as prescribed at the annual or special meetings of the membership.
Section 2. The annual assessment may be increased each year, but not more than ten percent (10%) above the assessment for the previous year without a vote of the membership. The annual assessment may be increased above the maximum authorized ten percent (10%) by a vote of two-thirds (2/3) of members, who are eligible to vote, in person or by proxy.
Section 3. Each member is obligated to pay the Association an annual assessment. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment may, at the discretion of the Board, bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and may cause the Association to bring an action at law against the Owner personally obligated to pay same or file a lien against the property. Interest, costs and reasonable attorney's fees of any such action may be added to the amount of such assessment. No Member may waive or otherwise escape liability for the assessments provided herein by the abandonment of his Lot.
Section 4. Each Owner of a Lot or Lots in the Properties, by the acceptance of a deed for such Lot or Lots or by the signing of a contract or agreement to purchase the same, whether from the present or subsequent owner of such Lot or Lots, bind themselves, their heirs, personal representative and assigns to pay all such charges and assessments as shall be determined and levied upon such Lot or Lots, including interest on such charges and assessments and collection costs thereon, if any, and the obligation to pay such charges and assessments, interest and costs hereby constitute an obligation running with the land. The obligation to pay such charges, assessments, interest and costs shall be imposed on the Owners of all affected Lots.
Section 5. The amount of all such charges and assessments against any Lot, including interest thereon and collection cost, if any, shall be and become a lien upon such Lot from and after the time each charge or assessment becomes due and payable and until all such charges and assessments, including interest thereon and collection costs, if any, are paid in full. Such lien shall be superior to any and all other liens, except as provided in Section 8.
Section 6. Charges and assessments shall be determined and levied equally against each and every Lot.
Section 7. The time and manner of paying such charges and assessments shall be specified by resolution of the Board. The President or Secretary of the corporation shall mail or deliver to the owner or owners of each Lot which is subject to a charge or assessment, written notice of each such charge or assessment and the time and manner of paying the same, at least thirty (30) days prior to the time such charge or assessment shall be due and payable. A notice mailed to the last address given to the corporation by any such Owner or owners, or mailed to such owner or owners' last address known to the Board shall be deemed sufficient.
Section 8. First mortgage liens placed upon any of said Lots which are recorded in accordance with the laws of the State of Washington, shall be from the date of the recording of such, superior to all charges and assessments, and the liens resulting therefrom, at any time levied by the corporation.
The failure of the Board in any instance to insist upon the strict compliance with the By-Laws or rules and regulations of the Association, or to exercise any right contained in such documents, or to serve any notice or to institute any action, shall not be construed as a waiver or relinquishment for the future of any term, covenant, condition or restriction.
In the event of the dissolution of the corporation, each Member shall receive their pro rata proportion of the assets, after all of the corporation's debts and liabilities have been paid or provided for.
Section 1. Robert's Rules of Order shall be recognized as authority governing all meetings when not in conflict with the law, the Articles of Incorporation or these By-Laws.
Section 2. The President of the Corporation and the Board of Directors shall have the authority to appoint such committee or committees as they may desire and to remove the members thereof at their will.
Section 1. The Board may recommend amendments or repeals of the By-Laws, for vote, at any meeting of the membership.
IN WITNESS WHEREOF, the following Directors signify their adoption of the By-Laws on this 18th day of October, 1986.
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Michael J. Klein, President Steve C. Wright, Vice President
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Raymond L. Hanson, Secretary Harry Nicholson, Treasurer
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Lee Wunce, Director at Large