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BYLAWS
of the
INLET ISLAND MAINTENANCE COMPANY
ARTICLE I
Purposes
SECTION 1. The CORPORATION shall have the power to levy and collect assessments against its members and against the tracts owned or purchased by them for the purposes in its Articles of Incorporation and Bylaws set forth, and to sell or forfeit their interest in the CORPORATION or default with respect to any lawful provision of the Articles of Incorporation and Bylaws and upon forfeiture of any such property as by law and in the Bylaws provided, may transfer the membership of such defaulting party.
SECTION 2. The purposes for which this CORPORATION was created may be altered, modified, enlarged or diminished by the vote of two-thirds of the members at a meeting duly called for such purpose, notice of the meeting shall be given in the manner provided by the Bylaws of giving notice for the election of trustees.
ARTICLE II
Membership
SECTION 1. The membership of the CORPORATION shall consist of and be limited to the Incorporators and the owners or purchasers of the tracts in the area described in Article II and Appendix A of the ARTICLES OF INCORPORATION, who shall have one membership regardless of the number of tracts so owned, and the interest of each member shall be equal to that of any other member, and no member shall acquire any interest which could entitle him to any greater voice, vote or authority in the CORPORATION than any other member. A purchaser under contract of purchase shall be deemed to be an owner for membership purposes. If any tract(s) is held by two or more persons, each such person shall be required to be a member. For the purposes of these bylaws, a husband and wife shall be considered collectively as one person.
SECTION 2. Unless provided otherwise by these Articles of Incorporation or in the bylaws, only owners of tracts governed by the CORPORATION may vote on any issue presented. Renters may become Associate members for a one hundred dollar fee, which includes the rights to use the park but does not include voting rights.
SECTION 3. Membership in the CORPORATION shall originate from ownership of tract(s) governed by this CORPORATION. No membership shall be transferred, assigned, or in any manner conveyed, other than in the manner set forth herein.
SECTION 4. No membership shall be forfeited and no member shall be expelled except upon foreclosure for nonpayment of assessments, and no member may withdraw except upon transfer of title to the real property he owns. No fee shall be paid to the Corporation upon any transfer of membership. All CORPORATION rights of a member cease upon the transfer of his ownership of a tract governed by this Corporation.
SECTION 5. In the event that any member of the CORPORATION, his family or guest shall violate the Articles of Incorporation or bylaws, or the rules and regulations established by the Board of Trustees, such member may be prohibited from using the facilities and enjoying the benefits of this CORPORATION for such time as the President of the Corporation shall direct.
ARTICLE III
Dissolution
In the event of the dissolution of the CORPORATION, each member shall receive his pro rata share of the property and assets after payment of all debts.
ARTICLE IV
Trustees and Officers
SECTION 1. The powers of the CORPORATION shall be vested in the Board of Trustees. The board shall consist of no less than five (5) or more than nine (9) officials called trustees.
SECTION 2. Trustees shall be elected to serve a four (4) year term.
SECTION 3. Only members in good standing may be elected to and hold office.
SECTION 4. An officer’s term shall terminate immediately upon his loss of membership in the ASSOCIATION.
SECTION 5. The Board shall, as its first action following the annual meeting, elect officers designated as: President, Vice President, Secretary, and Treasurer. The Board may also appoint an assistant or a managing agent who reports to an officer or to the board.
SECTION 6. No trustee or officer, except the managing agent, shall receive any salary or compensation from the CORPORATION.
SECTION 7. Any vacancy occurring on the Board shall be filled by appointment by a majority of the remaining Board. The person so appointed shall hold office until the next regular annual meeting of the CORPORATION at which time the members of the CORPORATION shall fill by election any vacancies or unexpired terms.
ARTICLE V
Meetings
SECTION 1. Annual meetings of the members of the CORPORATION shall be held at the principle place of business of the CORPORATION or at such other place as the Board may elect. The Annual Meeting shall be held on the third Saturday of May at 10:00 A.M. Notice of the Annual Meeting shall be given by the Secretary mailing notice to each member not less than ten days prior to the date of the Meeting.
SECTION 2. Special meetings of the members may be called at any time by the President or a majority of the Board or by members representing at least 25% of the total membership. Notice containing the subject matter of a special meeting shall be given by the Secretary by mailing such notice to each member not less than five (5) days prior to the special meeting date.
SECTION 3. A quorum of not less than 25% of the total membership shall be required to conduct any business at any annual or special meeting.
SECTION 4. Special meetings of the Board may be called at any time by the Secretary on order from the President or a majority of the Board. The Secretary shall give each officer or trustee notice at least one day prior to any special Board Meeting.
SECTION 5. A member may exercise his right to vote by proxy.
ARTICLE VI
Powers and Duties of Officers and Trustees
SECTION 1. Subject to limitations in the Articles of Incorporation and the Bylaws, the powers and duties of the officers and trustees shall be those set forth under the laws
Of the State of Washington including those set forth on R.C.W. 64.38.010 et.seq.
SECTION 2. The powers and duties of the officers and trustees include, but are not limited to:
a. To conduct, control, and manage the affairs and business of the Corporation and to develop rules and regulations for the use and enjoyment of Corporation assets and property;
b. To issue certificates evidencing membership in the Corporation;
c. To levy assessments; and,
d. To maintain all CORPORATION records including financial ledgers, minutes, and correspondence.
SECTION 3. The President shall preside at all meetings of the Board and members. The president shall sign all contracts or other instruments authorized by the Board.
SECTION 4. The Vice President shall preside at all meetings at which the President is absent.
SECTION 5. The Secretary shall issue all notices and shall keep the minutes of all meetings and shall have charge of all books, records and the CORPORATION Seal.
SECTION 6. The Treasurer shall keep safely all monies and securities and make disbursements thereof under direction of the Board. The Treasurer shall, at the annual meeting or when directed by the Board, issue and present a full statement showing in detail the financial affairs of the Corporation.
SECTION 7. The Board may issue Certificates of Membership signed by the President or Secretary.
ARTICLE VII
Assessments
SECTION 1. Members of the CORPORATION shall be liable for the payment of such charges and assessments as may be assessed from time to time as fixed by the Board.
SECTION 2. Each member who remits his/her regular or special assessment more than thirty (30) days after the mailing of any regular or special assessment shall be assessed a late penalty fee of Ten and no/100’s Dollars ($10.00). All late assessment balances and late fee penalty assessments shall bear interest at the rate of twelve percent (12%) per annum from the thirty-first (31st) day after the regular or special assessment was mailed or the date from which the balance remains until paid in full.
SECTION 3. Any unpaid assessments, and cost incurred in collection or foreclosure thereon, including reasonable attorney fees, shall operate as a lien upon any delinquent member’s property or tract which is subject to the jurisdiction of the CORPORATION.
SECTION 4. Foreclosure upon the property or tract of a member shall be in accordance with the laws of the State of Washington and shall commence not less than 120 days from the date of the mailing of the notice of regular or special assessment.
ARTICLE VIII
Amendments
These Bylaws may be amended by majority vote of the members present at the Annual or Special Meeting if there is a quorum for said meeting. Members voting by proxy shall be deemed present.
ARTICLE IX
Date of Adoption
These revised Bylaws are duly adopted by the CORPORATION and the corporate seal affixed on the 21st day of May, 2005.
_______________________________
PRESIDENT
SUBSCRIBED AND SWORN TO and before me this _____ day of _________________, 2005.
___________________________________________
/s/
Notary Public in and for the State
of Washington, residing at ______________________
REVISED: May, 2004
ADOPTED: May 21, 2005
INLET ISLAND MAINTENANCE COMPANY BYLAWS
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