2.1 Non-Profit Corporation. The Association shall be incorporated as a nonprofit corporation in accordance with RCW 24.03.

 

2.2 Membership. Every Person that is an Owner of any Lot shall be a member of the Association. Membership shall be appurtenant to the Lot and may not be separated from ownership of any Lot and shall not be assigned or conveyed in any way except upon the transfer of title to said Lot and then only to the transferee of title to the Lot. All Owners shall have the rights and duties specified in the Governing Documents.

 

2.3 Voting. Owners, including the Declarant unless otherwise provided herein, shall be entitled to one vote for each Lot owned. When more than one Person owns an interest in any Lot, the Tote for that Lot shall be exercised as the Owners of such lot decide to exercise that vote, but in no event shall more than one vote be cast with respect to any Lot, nor shall any vote be divided. A majority of the votes entitled to be cast by Owner present or represented by proxy at a meeting at which a quorum is present shall be necessary and sufficient for the adoption of any matter voted upon by Owners unless a greater proportion is required by this Declaration, the Articles or these Bylaws.

 

2.3.1 Voting Representative. There shall be one (1) voting representative of each Lod Declarant shall be considered an "Owner" and shall be the voting representative with respect to any Lot owned by Declarant. If a Person (including Declarant) owns more than one Lot, such Person shall have the votes for each Lot owned. The voting representative shall be designated by the Owner but need not be an Owner. The designation shall be revocable at any time by actual Notice to the Association from the Owner, or by actual Notice to the Association of the death or judicially declared incompetency of the representative. This power of designation and revocation may be Exercised by the guardian of a Lot Owner, and the administrators or executors of an Owner's estate. Where no designation is made, or where a designation has been made but is revoked and no new designation has been made, the voting representative of each Lot shall be the group composed of all of its Owners.

 

2.3.2 Joint Owner Disputes. The vote of a Lot must be cast as a single vote, and fractional votes shall not be allowed. In the event that joint Owners are unable to agree among themselves as to how their votes shall be cast, they shall lose their right to vote on the matter in question.' In the event more than one vote is cast for a particular Lot, none of such votes shall be counted and such votes shall be deemed void.

 

2.3.3 Pledged Votes. If an Owner is in default under a First Mortgage on a Lot for ninety (90) consecutive days or more, the Mortgagee shall automatically be authorized to declare at any time thereafter that the Owner has pledged his or her vote on all issues to the Mortgagee during the continuation of the default. If the Association has been notified of any such pledge td a Mortgagee, or in the event the record Owner has otherwise pledged its vote regarding special natters to a Mortgagee under a fully recorded mortgage or deed of trust, or to the vendor under a duly recorded real estate contract, only the vote of such Mortgagee or vendor will be recognized in regard to the special matters upon which the vote is so pledged, if a copy of the instrument with this pledge has been filed with the Association. Amendments to this Section shall only be effective upon the written consent of all of the voting Owners of their Lot and their respective Mortgagees and vendors, if any.

 

2.3.4 Voting by Ballot. The Association may conduct a vote by ballot without a meeting as follows:

2.3.4.1 The Association must deliver to every Owner a Notice stating that:

2.3.4.1.1 the vote will be taken by ballot;

2.3.4.1.2 the time and date by which a ballot must be delivered to the Association in order to be counted, which date shall not be fewer than fourteen days after the date of the Notice;

2.3.4.1.3 the percent of votes necessary to meet the quorum requirements;

2.3.4.1.4 the percent of votes necessary to approve each matter other than election of Board members; and

2.3.4.1.5 the time, date, and manner by which Owners wishing to deliver information to all Owners regarding the subject of the vote may do so.

 

2.3.4.2 The Association must deliver to every Owner along with the Notice required in in Subsection 2.3.4.1 a ballot that sets forth each proposed action and provides an opportunity to vote for or against the action.

 

2.3.4.3 Any action by ballot shall be approved if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, as provided in Section 2.4.3.1. A ballot is not effective until received by the Association.

 

2.3.4.4 If an action fails to receive the required number of votes, the Board may extend the deadline for a reasonable period not to exceed eleven months upon further Notice to all Owners as provided in Subsection 2.3.4.1. All votes previously cast on the proposal shall be counted unless subsequently revoked.

 

2.3.4.5 A ballot cast pursuant to this Section 2.3.4 may be revoked only by actual Notice to the Association of revocation. A revocation is not effective until received by the Association.

 

2.3.4.6 The Association must give notice to Owners of any action taken pursuant; to this Section 2.3.4 within a reasonable time after the action is taken. A record of the action, including the ballots or a report of the persons appointed to tabulate such ballots, must be kept with the minutes of meetings of the Association.

 

2.4.1 Annual Meetings. There shall be an annual meeting of the Owners every calendar year, or such other fiscal year as may be adopted by the Association. The Association shall give Notice to all Owners no less than fourteen days and no more than fifty days prior to the date fixed for such meeting, specifying the date, time and place of the meeting, and an agenda of the matters to be considered, including the text of any proposed amendment to any of the Organizational Documents; any changes in the previously approved Budget that result in a change in Assessment obligations; and any proposal to remove a Board member or Officer.

 

2.4.2 Special Meetings. Special meetings of the Owners may be called at any time for 'the purpose of considering matters which by the terms of this Declaration require the approval of all or some of the Owners, or for any other reasonable purpose. Special meetings of the Owners may be called by the president, a majority of the Board, or by Owners having twenty percent of the votes in the Association. Notice for specials meetings shall be delivered not less than fourteen days and no more than fifty days prior to the date fixed for such meeting. The Notice shall specify the date, time and place of the meeting, and an agenda of the matters to be considered, including the text of any proposed amendment to any of the Organizational Documents; any changes in the previously approved Budget that result in a change in Assessment obligations; and any proposal to remove a Board member or Officer.

 

2.4.3 Quorum Requirements for Association Meeting. At all meetings of the Owners, 'twenty percent (20%) of the voting Owners present in person or by proxy shall constitute a quorum. A majority of Owners present and entitled to vote, either in person or by proxy, shall be sufficient for the passage of any motion or the adoption of any resolution, except as otherwise specified in the Governing Documents. If the required quorum is not present, another meeting may be called', subject to the requirement of written Notice sent to all Owners at least fourteen (14) days in advance of such meeting, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum for the preceding meeting. In the absence of a quorum of at an Owner's meeting, a majority of those present in person or by proxy may adjourn the meeting to another time but may not transact any other business. An adjournment for lack of a quorum shall be to a date not less than five (5) nor more than thirty (30) days from the original meeting date.

 

2.4.4 Minutes of all Owner meetings shall be maintained in a record, including the decision on each matter voted upon at such meeting.

 

2.5 Bylaws of Association. Bylaws may be adopted and amended by the Board. The Bylaws may contain provisions which are supplementary to, and consistent with this Declaration and the Act.

 

2.6.1.1 Adopt organizational documents;

2.6.1.2 Adopt Budgets;

2.6.1.3 Impose Assessments for Common Expenses on the Owners; 

2.6.1.4 Prepare financial statements; and

2.6.1.5 Deposit and maintain the funds of the Association in accounts in accordance with Section 6.16.

 

2.6.2 The Association shall also have the powers enumerated below, any powers reasonably implied from the grant of enumerated powers, any powers necessary and proper for the governance and operation of the Association, and all other powers that may be exercised in Washington state by a plat community:

 

2.6.2.1 Purchase policies of liability and property insurance on the Common Elements and the Buildings, directors' and officers' liability insurance and such other insurance as the Board deems advisable, and take all actions which may be necessary or convenient in dealing with any insurance recovery or any insurance company;

 

2.6.2.2 Purchase legal and accounting services, if necessary, for the administration of Association affairs, administration of the Common Elements, or the enforcement of this Declaration;

 

2.6.2.3 Arrange for the maintenance, repair and replacement of the Common Elements;

 

2.6.2.4 If necessary, maintain any Lot if such maintenance is reasonably necessary in the judgment of the Board to preserve the appearance and value of the Subdivision as a whole pursuant to 10.2.

 

2.6.2.5 Pay any amount necessary to discharge any lien or encumbrance levied against the entire Property or any part thereof which is claimed or may, in the opinion of the Board, constitute a lien against the Property or a portion thereof and/or against the Common Elements. Where one or more Owners are responsible for the existence of such liens, they shall be jointly and severally liable for the cost of discharging it and any costs or expenses, including reasonable attorneys' fees and costs of title search incurred by the Board by reason of such lien or liens. Such fees and costs shall be assessed against the Owner or Owners and the Lot responsible to the extent of their responsibility.

 

2.6.2.6 Pay all utility charges attributable to Common Elements;

 

2.6.2.7 The Association may, but shall not be obligated to, maintain or support Certain activities within the Property designed to make the Owners and Occupants safer than they might otherwise be. However, neither the Association nor Declarant shall in any way be considered an insurer or guarantor of security within the Property nor shall either be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of security Measures undertaken;

 

2.6.2.8 Hire and discharge managing agents and other employees, agents, and independent contractors;

 

2.6.2.9 Enter any Lot, when reasonably necessary, in the event of emergencies or in connection with any maintenance or landscaping for which the Board is responsible. Except in cases of emergencies, the Board, its agents or employees shall attempt to give Notice to the Owner or Occupant twenty-four (24) hours prior to such entry. Such entry must be made with as little inconvenience to the Owners as practicable, and any damage caused thereby shall be repaired by the Board if the entry was due to any emergency (unless the emergency was caused by the Owner of the Lot entered, in which case the cost shall be specially assessed to the Lot). If the work, repairs or maintenance activities were necessitated by the Owner's neglect of the Lot dr the Owner's violation of any of the Governing Documents, the cost of such repair or maintenance activity shall be specially assessed to that Lot. If the emergency or the need for maintenance or repair was caused by another Owner of another Lot, the cost thereof shall be specially assessed against the Owner of the other Lot;

 

2.6.2.10 Adopt and publish Association Rules governing the Owners. Occupants. guests and establish reasonable penalties for any infraction thereof;

 

2.6.2.11 Employ a property manager, to keep the books of the Association, and take such other actions as the Association may deem appropriate;

 

2.6.2.12 Impose Special Assessments to pay for Common Expenses;

 

2.6.2.13 Exercise all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of the Governing Documents;

 

2.6.2.14 Acquire by gift pledge or otherwise, own, hold, improve, build upon, operate, maintain, insure, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or  personal property in connection with the affairs of the Association;

 

2.6.2.15 Borrow money, and with the consent of at least 80% of the Owners, mortgage, pledge, encumber or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

 

2.6.2.16 With the consent of at least 80% of the Owners, dedicate, sell, transfer, all or any part of the Common Element to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed upon by the Board;

 

2.6.2.17 Participate in mergers and consolidations with other non-profit corporations created for the same purposes;

 

2.6.2.18 Amend organizational documents and adopt and amend Association Rules;

 

2.6.2.19 Amend budgets;

 

2.6.2.20 Institute, defend, or intervene in litigation or in arbitration, mediation, or administrative proceedings or any other legal proceeding in its own name on behalf of itself Or two or more Owners on matters affecting the Subdivision;

 

2.6.2.21 Make contracts and incur liabilities as provided in the Governing Documents;

 

2.6.2.22 Grant easements, leases, licenses, and concessions through or over the Common Elements and petition for or consent to the vacation of streets and alleys;

 

2.6.2.23 Impose and collect any reasonable payments, fees, or charges for: (a) the use, rental, or operation of the Common Elements, (b) services provided to Owners; (c) moving in, moving out, or transferring title to Units; (d) recordation of amendments to the declaration, resale certificates required pursuant to Act, lender questionnaires, or statements of unpaid assessments; and

 

2.6.2.24 Provide for the indemnification of its officers and board members, to the extent provided in RCW 23B.17.030.

 

2.6.3 The Association and Declarant shall have no authority, liability or responsibility with respect to construction defects in any residence, and such issues shall be governed solely by the purchase and sale contract between each Owner and the builder constructing the residence.

 

2.7 Records. The Board shall cause to be kept complete, detailed and accurate records of the following (collectively, "Records"):

 

2.7.1 Current budget, detailed records of receipts and expenditures affecting the operation and administration of the Association, and other appropriate accounting records within the last seven years;

 

2.7.2 Minutes of all meetings of the Owners and the Board, other than executive sessions; a record of all actions taken by the Owners or Board without a meeting; and a record of all actions taken by a Committee in place of the Board on behalf of the Association;

 

2.7.3 The names of current Owners and the addresses used by the Association to communicate with them;

 

2.7.4 The original or restated Declaration and Organizational Documents and amendments thereto;

 

2.7.5 Current Association Rules;

 

2.7.6 All financial statements and tax returns of the Association for the past seven years;

 

2.7.7 list of the names and addresses of the current Board members and Officers;

 

2.7.8 The Association's most recent annual report delivered to the secretary of state, if any;

 

2.7.9 Financial and other records sufficiently detailed to enable to the Association to provide the information required for resale certificates as required by the Public Offering Statement and RCW 64.90.640;

 

2.7.10 Copies of contracts to which the Association is or has been a party to within the last seven years;

 

2.7.11 Materials relied upon by the ACC to approve or deny any requests for design or architectural approval for a period of seven years after such decision is made;

 

2.7.12 Materials relied upon by the Board or any Committee concerning a decision to enforce, the Governing Documents for a period of seven years after such decision is made;

 

2.7.13 Copies of insurance policies under which the Association is a named insured;

 

2.7.14 Any current warranties provided to the Association;

 

2.7.15 Copies of all notices provided to Owners or the Association as required by the Governing Documents or the Act; and

 

2.7.16 Ballots, proxies, absentee ballots, and other records related to voting by Owners for one year after the election, action, or vote to which they relate.

 

2.8 Examination of Records. Subject to the following, all Records must be made available' for examination and copying by all Owners, mortgagees of Lots, and their respective authorized agents:

 

2.8.1 Records may be inspected during reasonable business hours at the Association's offices or at a mutually convenient time and location;

 

2.8.2 Records retained by an association may be withheld from inspection and copying to the extent that they concern: (a) personnel and medical records relating to specific individuals; (b) contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated; (c) existing or potential litigation, mediation, arbitration, or administrative proceedings; (d) existing or potential matters involving federal, state, or local administrative or other formal proceedings before a governmental tribunal for enforcement of the Governing Documents; (e) legal advice or communications that are otherwise protected by the attorney-client privilege or the attorney work product doctrine, including communications with any agents of the Association; (f) information the disclosure of which would violate a court order or law; records of an executive session of the Board; (h) Individual Lot files other than those requested by that Lot Owner; (i) unlisted telephone number or electronic address of any Owner or Occupant; (j) security access information provided to the Association for emergency purposes; and (k) Agreements that for good cause prohibit disclosure to the Owners.

 

2.8.3 The Association shall provide copies by photocopy or through electronic transmission, if available, upon request by the person inspecting the Records. The Association may charge a reasonable fee for producing and providing copies of any Records and for supervising the inspection. The Association is not obligated to compile or synthesize any information.

 

2.8.4 Records provided for inspection shall not be used for commercial purposes.