Applicability; Definitions;
Location
Section
I. Applicability. These By-Laws are adopted fo
the administration of the Association and property described in that certain
Declaration of Covenants, Conditions, and Restriction (the “Declaration”)
recorded on February 22, 1988 under King County Auditor’s Fee No. 8802220692,
and Amendment thereto recorded on April 5, 1989, under King County Auditors
Number 8904050158, together with such other property as may, from time to time,
be made subject to said Declaration.
Section 2. Definitions. The terms used in these By-Laws shall
have the same meaning as in the Declarations, unless otherwise indicated.
Section 3. Location. The
initial office of the Association shall be located at
Meeting of Members
Section
I. Annual Meetings. The first annual meeting of the members shall
be held within one (1) year from the date of incorporation of the Association,
and each subsequent annual meeting of the members shall be held on the fist (1st)
day of December of each year thereafter, at the hour of
Section 2. Special Meetings.
Special meetings of the members may be called at any time by the
president or by the Board of Director4s, or upon written request of the members
who are entitled to vote one-fourth (1/4) of all the votes of the class “A”
membership.
Section 3. Notice of Meetings.
Written notice of each meeting of the members shall be given by, or at
the direction of, the secretary of person authorized to call the meeting, buy
mailing a copy of such notice, postage prepaid, at least fifteen (15) days
before such meeting to each member entitled to vote. The notice shall be addressed to the member’s
address as shown on the books of the association, or supplied by such member to
the association for the purpose of notice.
Such notice shall specify the place, day and hour of the meeting and, in
the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The
presence at the meeting of members or proxies entitled to cast on tenth (1/10)
of the votes of each class of membership shall constitute a quorum for any
action except as otherwise provided in the Articles of Incorporation, the
Declaration, of these By-Laws. If,
however, such quorum shall not be present or represented at any meeting, the
members entitled to vote shall have the power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
as set forth above shall be present or be represented.
Section 5. Proxies. At
all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed
with the secretary. Every proxy shall be
revocable and shall automatically cease upon conveyance by the members of his
lot.
Board of Directors;
Selection; Term of Office
Section
I. Number. The affairs of the Association shall be managed
by a Board of three (3) directors, who need not be members of the Association.
Section 2. Term of Office.
At the first annual meeting the members shall elect on (1) director for
a term of three (3) years, one (1) director for a term of two (2) years, and
one (1) director for a term of one (1) year.
Thereafter, at each annual meeting the members shall elect one (1)
director for a term of three (3) years.
Section 3. Removal. Any
director may be removed from the Board, with or without cause, by a majority
vote of the members of the Association.
In the event of the death, resignation , or
removal of a director, this successor shall be selected by the remaining
members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation.
No director shall receive compensation for any service he may render to
the Association. However, any director
may be reimbursed for his actual expenses incurred in the performance of his
duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take
any action in the absence of a meeting which they could take at a meting by
obtaining the written approval of all the directors. Any action so approved shall have the same
effect as though taken at a meeting of the directors.
Nomination and Election of
Directors
Section 1. Nomination.
Nomination for election to the Board of Directors shall be made by a
Nominating Committee. Nominations also
may 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 of Directors, and two (2) or more
members of the Association. The
Nominating Committee shall be appointed by the Board of Directors prior to each
annual meeting of the members, to serve from the close of such annual meeting
until the close of the next annual meeting.
The Nominating Committee shall make as many nominations for election to
the Board of Directors as it shall in its discretion determine, but not less
than the number of vacancies that re to be filled. Such nominations may be made form among
members or nonmembers.
Section 2. Election.
Election to the Board of Directors shall be by secret written
ballot. At such election the members or
their proxies may cast, in respect to each vacancy as may votes as they are
entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of
votes shall be elected. Cumulative
voting is not permitted.
Meeting of Directors
Section 1. Regular Meetings.
The Board of Directors shall hold regular meetings as often as the Board
deems necessary to fulfill its duties and obligations. Such regular meetings shall be held at such
place and hour as may be fixed from time to time by resolution of the
Board. The Board shall hold an annual
meeting at
Section 2. Special Meetings.
Special meetings of the Board fo
Directors shall be held when called by the president of the Association, or by
nay two (2) directors, after not less than three (3) days notice to each
director.
Section 3. Quorum. A majority of the
number of directors shall constitute a quorum for the transaction of
business. Every act of decision done or
made by a majority of the directors present shall be regarded as the act of the
Board.
Powers and Duties of the
Board of Directors
Section 1. Powers. The
Board of Directors shall have the power to:
(a)
Adopt
and publish rules and regulations governing the use of he
properties and the personal conduct of the members and their guests thereon, and
to establish penalties for he infraction thereof.
(b)
Suspend
the voting rights and right to use of the common area recreational facilities
of a member during the any period in which such member shall be in default in
the payment of any assessment levied by the Association. Such rights may also be suspended after
notice and hearing, for a period not to exceed sixty (60) days for infraction
of published rules and regulations.
(c)
Exercise
for the Association all powers, duties and authority vested in or delegated to
this Association and not reserved to the membership by other provisions of
these By-Laws, the Articles of Incorporations, or the Delegation.
(d)
Declare
the office of a member of the Board of Directors to be vacant in the event such
members shall be absent without excuse form three (3) consecutive regular
meeting of the Board of Directors.
(e)
Employ
a manager, an independent contractor, or such other employees as they deem
necessary, and prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of
Directors to:
(a)
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 the
members, or at any special meeting when such statement is requested in writing
by one-fourth(1/4) of the Class “A” members who are entitled to vote
(b)
Supervise
all officers, agents and employees of this Association, and see that their
duties are performed properly.
(c)
As
more fully provided in the Declaration, to:
(1)
Fix
the amount of the annual assessment against each lot at least fifteen (15) days
in advance of each calendar year
(2)
Send
Written notice of each assessment to every owner
subject thereto at least ten (10) days in advance of each calendar year.
(3)
Foreclose
the lien against any lot for which assessments are not paid within thirty (30)
days after due date or to bring an action at law against the owner personally
obligated to pay the same.
(d)
Issue,
or cause an appropriate office to issue, upon demand by any person, a
certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board
for the issuance of these certificates.
If a certificate states an assessment has been paid, such certificate
shall be conclusive evidence of payment.
(e)
Procure
and maintain adequate liability and hazard insurance on property owned by the
association
(f)
Cause
all officers or employees having fiscal responsibilities to be bonded, as it
may deem appropriate.
(g)
Cause
the common area to be maintained.
Officers and Their Duties
Section 1. Enumeration of Officers. The officers of the Association shall be a
president and vice-president, who shall at all times be members of the Board of
Directors, a secretary, and a treasurer, and such other officers as the Board
may from time to time by resolution create.
Section 2. Election of Officers.
The election of officers shall take place at the annual meeting of the
Board of Directors.
Section 3. Term. The
officers of the Association shall be elected annually by the Board and each
shall hold office for one (10 year unless he shall sooner resign, or shall be
removed, or otherwise disqualified to server.
Section 4. Special Appointments.
The Board may elect such other officers as the affairs if the Associate
may require, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board my, from time o time,
determine.
Section 5. Resignation and Removal. Any officer may be removed from office with
or with out cause by the Board. Any officer
may resign at any time giving written notice to the Board, the president or the
secretary. Such resignation shall take
effect on the date of receipt of specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6. Vacancies. A
vacancy in any office may be filled by appointment by the Board, except that
the Vice President shall automatically fill a vacancy in the office of the
President for the remainder of the President’s term. The officer appointed to such a vacancy shall
serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices.
The offices of secretary and treasurer may be held by the same
person. No person shall simultaneously
hold more than one of any of the other offices except in the case of special
offices created pursuant to Section 4 of this Article.
Section 8. Duties. The
duties of the officers are as follows:
(a) President. The president shall preside at all meetings
of the board of Directors, shall see that shall orders and resolutions of the
Board are carried out, shall sign all leases mortgages, deeds, and other
written instruments, and shall co-sign all checks and promissory notes.
(b) Vice-President. The vice-president shall act in the place and
stead of the president in the event of his absence, inability or refusal to
act, and shall exercise and discharge such other duties as may be required of
him by the board.
(c) Secretary. The secretary shall record the votes and keep
the minutes of all meetings an proceedings of the Board and of all the 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 of the
Association together with their addresses, and shall perform such other duties
as required by the Board.
(d) Treasurer. 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, keep proper books of account,
cause an annual audit of the Association books to be made by a public
accountant, at the completion of each fiscal year, and shall prepare an annual
budget and a statement of income and expenditures to be presented to the
membership at its regular annual meeting, and deliver a copy of each to the
members. The reassure shall include in
the annual report a list of those owners who are delinquent in the payment of
assessments.
Committees
The
Declarant and the Board shall, as set for the in the
Declarations, appoint an Architectural Control Committee, and the Board shall
appoint a Nominating Committee, as provided in the By-Laws. In addition, the Board of Directors shall
appoint other committees as deemed appropriate in carrying out its purpose.
Books and Records
The
books, records, and papers of the Association shall at all times, during reasonable
business hours, be subject to inspection by any member. The Declaration, the Articles of
Incorporation, and they By-Laws of the Association shall be available for
inspection by any member at the principal office of the Association, where
copies may be purchased at reasonable cost.
Assessments
As
more fully provided in the Declaration, each member is obligated to pay the
Association annual and special assessments which are secured by a continuing
lien upon the property against which the assessment is made. Any assessments which are not paid within
thirty (30) days after the due date, the assessment shall bear interest from
the date of delinquency at the rate of twelve (12) percent per annum, and the
Association may bring an action at law against the owner personally obligated
to pay the same or foreclose the lien against the property, and interest ,
costs, and reasonable attorney’s fees of any such action shall be added to the
amount of such assessments provided for herein by nonuse of the common area or
abandonment of his lot.
Corporate Seal
The
Association shall have a seal in circular form having within its circumference
the words: Stone Brook Home Owner’s
Association
Amendments
Section 1. These By-Laws
may be amended at a regular or special meeting of the members by a vote of a
majority of a quorum of members present in person or by proxy, except that the
Federal Ho9using Administration or the Veterans Administration shall have the right to veto amendments while there
is a Class “B” membership.
Section 2. In case of
any conflict between the Articles of Incorporation and these By-Laws, the
Declaration shall control.
Amendments
The
fiscal year of the Association shall coincide with the calendar year, except
that the first fiscal year shall begin on the date of incorporation.