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VALLEYHI COMMUNITY CLUB, INC. BY-LAWS
ARTICLE I
Purposes
Section 1: This corporation shall be conducted as a non-profit corporation for the purposes set forth in the Articles of Incorporation.
Section 2: The purposes of which this corporation was created may be altered, modified, enlarged or diminished by a vote of a majority of the membership at a meeting duly called for such purpose, notice which meeting shall be given as herein provided.
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 lots in the geographical area described on the attached Exhibit A, situated in Chelan County, Washington. The privileges and facilities of the corporation shall be extended to the spouse and children of the member and may be extended to guests under such rules & regulations as the Board of Trustees may prescribe.
Section 2: Membership shall be inseparably appurtenant to the lot owned or being purchased by the members, and upon the transfer of ownership or the making of a contract for the sale of such a lot, the membership appurtenant thereto shall be deemed to be transferred to the contract purchaser or grantee. Membership may not be conveyed or transferred in any other way inter vivos. In the event of the death of a member, that membership passes in the same manner and to the same persons as does the property itself.
Section 3: Each lot owner or purchaser shall have one membership for each lot owned or purchased. The interest of each lot owner shall be equal regardless of the size or location of the lot. The purchaser under a contract of purchase shall be deemed to be an owner for membership purposes. If any lot is held by two or more persons, the several owners of such interest shall be entitled to collectively cast one vote. If the several owners cannot agree to such vote they shall not be entitled to vote for such lot. The vote for a membership owned by a single marital community may be cast by either spouse without presentation of authority from the other, but if both are present, it shall be cast by the wife.
Section 4: No membership shall be forfeited nor any member be expelled except for the non-payment of dues, then only subject to the discretion of the trustees upon a majority vote of the trustees, and no member may withdraw except upon the transfer of title to, or upon contraction for the sale of, the lot to which that membership in appurtenant. No compensation shall be paid by the corporation upon the transfer of membership and no member whose membership is transferred shall be entitled to share or participate in any of the property or assets of the corporation.
ARTICLE III
Meetings
Section 1: The annual meeting of the corporation shall be held at the property site referred to as Valley Hi Addition upon the grounds, or at such other place as the trustees may elect, on the second Sunday of June each year, at 2:00 p.m. Notice thereof shall be given by the secretary, in writing, postage prepaid, by US mail, to the address of each member appearing on the books of the corporation, the mailing date thereof to be not less than 10, nor more than 50 days prior to the meeting. At such meeting the members shall elect trustees as herein provided and transact such other business as may properly come before them.
Section 2: Special meetings of the members of the corporation may be called at any time by the President of the Board of Trustees, or by the secretary. Any 15 members, upon written request therefor to the secretary, may call a special meeting of the membership. Notice of a special meeting stating the purposes thereof shall be given by the secretary to all members in the same manner as notice is given of the annual meeting.
Section 3: At all annual and special meetings of the membership of the corporation, 51% of the lot owners present in person or by written proxy, shall constitute a quorum for the transaction of any business appropriate to a members' meeting.
ARTICLE IV
Trustees
Section 1: The corporate powers of this cooperation shall be vested in and exercised by or under the authority of a Board of Trustees. The number of trustees who shall manage the affairs of this corporation shall be not less than three nor more than five.
Section 2: The trustees elected by the members prior to the expiration of a one year period from the effective date of the Articles of Incorporation, shall be elected for a term as follows: Two shall be elected for a period of three years, two shall be elected for a period of two years, and one shall be elected for a period of one year. Said trustees so elected shall serve as such until their successors are duly elected and qualified; each trustee shall be a member of the corporation in good standing.
Section 3: In the event a trustee other than an incorporator can no longer qualify as an owner or purchaser of a lot and ceases to be a member, he shall thereupon automatically cease to be a trustee and his office shall become vacant without the necessity of any action of the Board which shall, nonetheless, indicate that fact in the minutes of its next meeting. Any vacancy shall hold office until the next annual meeting of the members at which time they shall elect a trustee to fill the balance of the term, if any, of the office in which the vacancy occurred.
Section 4: The Board of Trustees shall meet annually immediately following the annual meeting of the members. The Board of Trustees may hold special meetings, either quarterly or otherwise, which shall be called by the Secretary, the President, or a majority of the Board. The secretary shall give each trustee notice personally, verbally, or by mail or telephone, of all regular and special meetings sufficient to enable such trustee to attend and in any case at least five days notice in advance of the meeting date. A written waiver of notice, signed by the trustees, whether before or after the time fixed for the required notice, or the presence of the trustee at the meeting without formal objection on the ground of want of notice, shall be deemed the equivalent of the required notice for all purposes.
Section 5: A majority of the trustees shall constitute a quorum for the transaction of any business. ARTICLE V
Powers and Duties of Trustees Section 1: Subject to any limitation in the Articles of Incorporation and these By-Laws, and the laws of the State of Washington, all the business and affairs of the corporation shall be controlled and conducted by the Board of Trustees. Without prejudice to such general powers, and subject to the same limitation, it is hereby expressly agreed that the trustees shall have the following powers and duties:
(A) To elect and remove all the officers, agents and employees of the corporation; to prescribe such powers and duties for them as may be consistent with the laws of the State of Washington, the Articles of Incorporation, and these By-Laws; to fix their compensation, if any, and require from them security for faithful performance;
(B) To cause to be kept a complete record of all minutes and acts and to present a full statement at the regular meeting of the members, showing in detail the condition of the affairs of the corporation; to cause to be kept a complete membership list of all members;
(C) To fix and establish the annual dues and any other special assessments in accordance with these By-Laws;
(D) Members of the Board of Trustees shall receive no compensation for their services to the corporation but shall be reimbursed by it for such reasonable expenses as the may necessarily incur in pursuance of the business of the corporation.
ARTICLE VI
Officers Section 1: The Board of Trustees, at its annual meeting, immediately following the annual meeting of the members each year, shall elect a president, vice president, secretary, and a treasurer, who shall be either the incorporators or other members of the corporation, for a term of one year and/or until their successors are duly elected and qualified. The Board may also at any time appoint an Executive Secretary or an Assistant Secretary or an Assistant Treasurer, who need not have membership in the corporation, and whose terms of office shall coincide with those of the officers whom they assist.
Section 2: Any officer may be suspended or removed by a majority vote of all of the trustees. Any vacancy occurring in an elective office shall, and any vacancy occurring in an appointive office may, be filled by the Board of Trustees upon a majority vote thereof.
Section 3: Officers shall be reimbursed by the corporation for such reasonable expenses as they may necessarily incur in pursuance of the business of the corporation, subject to a majority vote of the trustees as to approval or disapproval of such expense.
ARTICLE VII
Duties of Officers Section 1: President: The President shall act as chairman at all meetings of the membership and preside at all meetings of the Board of Trustees. He/she shall sign as president all contracts or instruments for the corporation and perform such other duties as may be required of him/her by the Board of Trustees.
Section 2: Vice President: The Vice President shall preside at all meetings in the absence or disability of the president and assume all duties of the president during such periods of absence or disability and shall perform such other duties as the trustees may require.
Section 3: Secretary: The Secretary shall issue all notices and shall attend and keep the minutes of all meetings of the members and of the Board of Trustees. He/she shall attest with his/her signature and impress with the corporate seal all instruments executed by the corporation. He/she shall perform all duties as are incidental to his/her office or as may be required by the Board of Trustees.
Section 4: Treasurer: The Treasurer shall receive, keep faithfully, and deposit in such bank or banks as may be designated by the Board of Trustees, all funds, securities, and liquid assets of the corporation, in its name, for its account, and shall disburse the funds of the corporation only under the direction of the Board of Trustees on check signed by the treasurer and one other officer of the corporation. He/she shall keep full and accurate books of account and shall make such reports of the finances and transactions of the corporation as may be required by the Board of Trustees and shall prepare and present to the annual meeting of the members a full statement showing in detail the financial condition of the corporation.
ARTICLE VIII
Dissolution
Section 1: In the event of the dissolution of the corporation, each person who is then a member shall receive his pro-rata portion of the property and assets after all debts have been paid.
ARTICLE IX
Dues and Assessments Section 1: For the purpose of financing the activities of the corporation, except the water system, it is hereby declared that all lots within the jurisdiction of the corporation shall be charged and/or assessed dues at the rate of $12.00 per lot per year until such amount in changed in accord with these By-Laws, with the exception that any lots retained in ownership by the developers of the property as hereinabove set out and as being within the jurisdiction of the corporation, shall not be assessed until such time as the developers shall perfect the sale thereof. These dues and/or charges shall be the membership dues until a different amount shall be fixed by the affirmative vote of a majority of the members of the Board of Trustees at a meeting of the Board following the annual meeting of the members; provided, that said dues may be increased above the $12.00 per year lot only by a majority vote of 51% of the membership then in existence.
Section 2: The annual dues shall be due and payable at the same time as the water assessment on May 31st of each and every year; in the event any sale is made by the developers of the subject property subsequent to May 31st, such annual dues shall be pro-rated as to the remaining months of said 12 month period.
Section 3: Any special assessments determined to be necessary by the Board of Trustees to carry out the purposes and intent of the Articles of Incorporation or these By-Laws shall by submitted to the membership at a special or annual meeting, for a vote by written ballot as to whether such proposal for special assessment will be accepted or not. Said special assessment shall provide the method and manner of payment and shall become effective immediately upon its adoption as herein provided. In the event a special meeting is called for the purpose of levying a special assessment, it shall take a majority vote of the members present as such meeting, but not less than 25% of the membership in existence, to approve the same.
Section 4: Any and all dues and/or special assessments herein set out and/or authorized shall be and become a lien upon the property of the member but shall be inferior to all existing institutional mortgage liens and inferior to any subsequent institutional mortgage lien created by the owner of said lot or the contract purchaser thereof. In the event of default in the payment of the same, it shall be foreclosed in the same manner as prescribed by the statutes of the State of Washington for the foreclosure of mechanic's liens.
ARTICLE X
Water System Section 1: In addition to other duties and functions of the Club, it shall operate the water supply and distribution systems associated with the real property described above, which includes the irrigation and lake system, the well system and the springs systems, together with any other systems necessary or desirable.
Section 2: The water supply and distribution systems (hereinafter collectively referred to as "systems") are to be used by the properties described in Article II. Each lot in the plats of Valley Hi Addition and Valley Hi Addition No. 2, by virtue of having one membership certificate in the Valley Hi Community Club, Inc., shall be entitled to "one share" of water from the domestic water system. One share of water shall be that amount sufficient for normal domestic purposes for single family residential use on the individual member's lot.
The owners of the following described real property shall be entitled to two "shares" of the water in the domestic water system, which two shares shall be the equivalent of twice the amount of water necessary for normal domestic purposes for a single family residential use:
The Southwest Quarter of the Northeast Quarter of Section 24, Township 23 North, Range 17 East, W.M., lying West of Peshastin Creek, EXCEPT Valley Hi Addition.
| The South 660 feet of the Southwest Quarter of the Southeast Quarter of Section 13, Township 23 North, Range 17 East, W.M, EXCEPT Valley Hi Addition.
| The Southwest Quarter of the Southeast Quarter of Section 13, Township 23 North, Range 17 East, W.M., EXCEPT the South 660 feet and EXCEPT Valley Hi Addition, and EXCEPT Valley Hi Addition No. 2. |
The owners of the following described property shall be entitled to seven "shares" of water in the domestic water system, which shares shall be the equivalent of seven times the amount of water necessary for normal domestic purposes for single family residential use of the property, which sates shall be allocated among the lots within such property (Valley Hi Short Plat) by developers at the time of sale of such lots:
The Northeast Quarter of the Northwest Quarter of Section 24, Township 23 North, Range 17 East, W.M., (Valley Hi Short Plat) recorded as "#691 Ochs" with Chelan County Auditor in book 778 of Short Plats at pages 1283-1304 on August 25, 1980, Auditor's File No. 815870, EXCEPT Valley Hi Addition. |
Section 3. The operation of the water supply system shall be managed and operated by the Board of Trustees established under these By-Laws. The trustees shall have the right to employ such management, clerical and operation personnel as may be necessary to effectively and efficiently operate the system.
Section 4: In addition to other assessments or fees provided for in these By- Laws, the trustees shall annually levy assessments for purposes of operating and maintaining the water supply system, which assessments may include a provision for depreciation, and for meeting other costs and expenses as may accrue and as are associated with the system. In absence of actual levy, the amount set in the preceding year shall be the amount of the assessment. The assessment shall become due and payable to the trustees thirty (30) days after notice of such assessment shall have been mailed to each club member at such members last known address. Money's so received from the assessment shall be deposited in a separate account provided for the operation of the system. Upon expiration of thirty (30) days from the date of mailing, such assessment shall become a vested lien against the property against which the assessment is made, This lien must be rendered into a judgment within two (2) years from the date the lien arises or such lien will cease to exist. If any portion of any assessments that are not necessary for current expenses but are allocated for depreciation or reserve, may be placed into interest bearing accounts, and held to be used for capital expenditures or replacements, or may, upon approval of a majority vote, be used to reduce the assessment in future years on a pro-rata basis.
Section 5: Special assessments for expense beyond those necessary for normal operation and maintenance expenses may be made in the manner as set forth for other special assessments in the By-Laws.
Section 6: Notwithstanding any of the foregoing, the developers of the property as hereinabove set out shall not be required to pay any assessment or fees for the operation and maintenance of the water supply system for any lots that they own for purpose of resale until such time as the developer shall perfect an initial sale of such lots or until such time as the developers shall use the water on a regular basis.
ARTICLE XI
Amendments
Section 1: These By-Laws may be amended at any time by a vote of the majority of 51% of the members of the corporation. ARTICLE XII
Corporate Seal
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