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ARTICLE I
NAME AND LOCATION:
The name of the corporation is Lake Forest Home
Association, Inc., hereinafter referred to as the
"Association." The principal office of the Association
shall be located #1 South Sound Center, Lacey,
Washington, but meetings of members and Directors may be
held at such places within the State of Washington,
County of Thurston, as may be designated by the Board of
Directors.
ARTICLE II
DEFINITIONS:
Section 1. "Association" shall mean Lake
Forest Home Association, Inc., its successors and
assigns.
Section 2. "Developer" shall mean Capital
Development Company, a Washington corporation, and any
successors or assigns engaged in land development and/or
wholesale land sale activities which are the same as, or
similar to, those of Capital Development Company.
Section 3. "Properties" shall mean that
certain real property described in Article IV of the
Articles of Incorporation, and such additions
thereto as may hereafter be brought within the
jurisdiction of Association.
Section 4. "Common Properties" shall mean all
real property owned by the Association for the common
use and enjoyment of the members of the Association and
shall not include any streets or other areas dedicated
to public use.
Section 5. "Lot" shall mean any plot of land
shown upon any recorded subdivision map of the
properties with the exception of the common properties
and properties to be used for proposed shopping center
and proposed school site, and sites part of the
comprehensive plan than are designated for multifamily
use.
Section 6. "Member" shall mean every person or
entity who holds a membership in the Association.
Section 7. "Owner" shall mean the record
owner, whether one or more persons or entities and
specifically including the Developer, of the fee simple
title to any lot or lots which are part of the
properties, including contract sellers, but excluding
those having such interest merely as security for the
performance of an obligation.
Section 8. "Declaration" shall mean and refer
to the Declaration of Covenants, Conditions and
Restrictions applicable to the properties recorded or to
be recorded in the Office of the Thurston County
Auditor.
Section 9. The term "Development Period" shall
mean that period of time from the date of recording of
the Declaration until the date on which seventy‑five
percent (75%) of the properties now or hereafter platted
on the property described in Article Six (VI) of said
Declaration have been sold by Developer.
Section 10. The term "undeveloped lot" shall
mean any lot which has not been improved by construction
of a residence thereon. 'The term "developed lot" shall
mean any lot upon which a residence has been
constructed.
ARTICLE III
MEMBERSHIP AND VOTING RIGHTS:
Section 1. Membership. Every person or
entity who is the record owner of a fee interest in any
lot or lots which are subject by covenants of record to
assessment by the Association shall be a member of the
Association: Provided, however, that if any lot is held
jointly by two (2) or more persons, the several owners
of such interest shall designate one of their number as
the "voter"' The foregoing is not intended to include
persons or entities who hold an interest merely as
security for the performance of an obligation.
Membership shall be appurtenant to and may not be
separated from Ownership of any lot which is subject to
assessment by the Association except that the
incorporators shall be eligible for membership without
regard to ownership of an interest in the properties.
Incorporators who are not owners of any lot subject to
assessment shall cease to be members of the Association
at the expiration of two (2) weeks from the date of
incorporation of the Association.
Upon
transfer of the fee interest to any lot, the membership
and certificate of membership in the Association shall
ipso facto be deemed to be transferred to the grantee.
Ownership of any such lot shall be the sole
qualification for membership.
Section 2.
Voting Rights. The Association shall have two
classes of voting membership:
Class A
‑ Class A members shall be all Owners with the
exception of the Declarant and shall be entitled to one
vote for each lot owned. When more than one person holds
an interest in any Lot, all such persons shall be
members. The vote for such Lot shall be exercised as
they among themselves determine, but in no event shall
more than one vote be cast with respect to any Lot.
Class B
‑ The Class B
member(s) shall be the Developer, and shall be entitled
to three (3) votes for each Lot owned. The Class B
membership shall cease and be converted to Class A
membership on the happening of either of the following
events, whichever occurs earlier:
(a) When the
total votes outstanding in the Class A membership equal
the total votes in the Class B membership;
or (b) On
January 1, 1996.
ARTICLE IV
PROPERTY RIGHTS: RIGHTS OF ENJOYMENT
Section 1.
Each member shall be entitled to the use and enjoyment
of the common properties and facilities as provided
in the
Declaration. Any member may delegate his rights of
enjoyment of the common properties and facilities to the
members of his family or his contract purchasers or
tenants who reside on the property, and, subject to
regulation by the Board of Directors to his temporary
guests. Such members shall notify the secretary in
writing of the name of any such delegee. The rights and
privileges of such delegees are subject to suspension to
the same extent as those of the member.
Section 2.
Irrespective of the fact that Section I (a) of Article
11 of the Declaration gives the Association the right to
charge reasonable admission and other fees for the use
of any recreational facilities situated upon the common
properties, this right shall not be exercised as to
members for a period of five years from the date of the
recording of the Declaration. and after this period,
only upon written approval of two‑thirds (2/3) of the
entire membership.
ARTICLE V
BOARD OF DIRECTORS:
SELECTION: TERM OF OFFICE
Section 1.
Number. The affairs of this Association shall be
managed by a Board of not less than five (5) nor more
than seven (7) Directors, who need not be members of the
Association.
Section 2.
Election. At the first annual Meeting, which
shall be held not later than six months from the date of
incorporation of this Association, the members shall
elect two Directors for a term of two years, two
Directors for a term of two years, and one Director for
a term of one year: and at each annual meeting
thereafter the members shall fill expired Directors
terms for a term of three 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 death,
resignation or removal of a Director, his successor
shall be selected by the remaining members of the Board
and shall serve for the un‑expired 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 meeting 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.
ARTICLE VI
MEETING OF DIRECTORS:
Section 1.
Regular Meetings. Regular meetings of the Board
of Directors shall be held monthly without notice, at
such place and hour as may be fixed from time to time by
resolution of the Board. Should said meeting fall upon a
legal holiday, then that meeting shall be held at the
same time on the next day which is not a legal holiday.
Section 2.
Special Meetings. Special meetings of the Board
of Directors shall be held when called by the president
or '"e Association or by any two 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 or decision done or made by a
majority of the Directors present at a duly held meeting
at which a quorum is present shall be regarded as the
act of the Board.
ARTICLE VII
NOMINATION AND ELECTION
OF DIRECTORS:
Section 1.
Nomination. 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
of Directors, and two 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 and
such appointment shall be announced at each 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 are to be filled. Such
nominations may be made from among members or
non‑members.
Section 2.
Election. Election to the Board of Directors
shall be by secret written ballot. At such election, the
members or their proxies may each cast one vote. The
names receiving the largest number of votes shat l be
elected
ARTICLE VIII
POWERS AND DUTIES OF THE
BOARD OF DIRECTORS:
Section 1.
Powers.
The Board of Directors shall have power:
(a). To adopt and
publish rules and regulations governing the use of the
common properties and facilities, and the personal
conduct of the members and their guests thereon, and to
establish penalties for the infraction thereof,
(b). To exercise for
the Association all powers, duties and authority
vested in or delegated to this Association not reserved
to the membership by other provisions of these By‑Laws,
the Articles of Incorporation, or the Declaration; (c).
To declare the office of a member of the Board of
Directors to be vacant in the event such member shall be
absent from three (3) consecutive regular meetings of
the Board of Directors;
(d). To employ a
manager, an independent contractor, or such other
employees as they deem necessary, and to prescribe their
duties.
Section 2.
Duties. It shall be the duty of the Board
of Directors:
(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 the members or at any
special meeting, when such statement is requested in
writing by one‑fourth (I4) of the members who are
entitled to vote;
(b). To supervise all
officers, agents and employees of this Association, and
to see that their duties are properly performed,
(c). As more fully
provided herein and in the Declaration:
1. To provide for
collection and payment of taxes and assessments on
common properties by owners as provided in Section I,
Article IV of the Declaration;
2. To establish, levy
and assess, and collect the assessments or charges
referred to in Section 2, Article I V.
of the Declaration as
applicable to the Association; and
3. To send written notice of each assessment to every
owner subject thereto at least thirty (30) days in
advance of each annual assessment period.
(d). to issue, or to
cause an appropriate officer to issue, upon demand by
any person, a certificate setting forth whether any
assessment has been paid. A reasonable charge may be
made by the Board for the issuance of these
certificates. Such certificate shall be conclusive
evidence of any assessment therein stated to have been
paid;
(e). To procure and
maintain liability insurance; and to procure adequate
hazard insurance on property owned by the Association.
(f). To cause all
officers or employees having fiscal responsibilities to
be bonded, as it may deem appropriate. and
(g). To cause any
common properties owned by the Association to be
maintained.
ARTICLE IX
COMMITTEES:
Section I.
The Association shall' appoint a Nominating Committee
as provided in these By‑Laws, and shall appoint an
Architectural Control Committee to perform the
duties and functions described in Article Vlll of the
Declaration. In addition, the Board of Directors shall
appoint other committees as deemed appropriate in
carrying out its purposes, such as:
1. A Recreation
Committee
which shall advise the Board of Directors on all matters
pertaining to the recreational program and activities of
the association and shall perform such other functions
as the Board, in its discretion, determines;
2. A Maintenance
Committee
which shall advise the Board of Directors on all matters
pertaining to the maintenance, repair, repair or
improvement of the common properties, and shall perform
such other functions as the Board in its discretion,
determines;
3. A Publicity
Committee
which shall inform the members of all activities and
functions of the Association and shall. after consulting
with the Board of Directors, make such public releases
and announcements as are in the best interests of the
Association; and
4. An Audit
Committee
which shall supervise the annual audit of the
Association's books and approve the annual budget and
statement of income and expenditures to be presented to
the membership at its regular meeting as provided in
Article XI, Section 8 (c). The Treasurer shall be an
ex officio member of the Committee.
Section 2.
It shall be the duty of each committee to receive
complaints from members on any matter involving
Association functions, duties, and activities within its
field of responsibility. It shall dispose of such
complaints as it deems appropriate or refer them to such
other committee, Director or officer of the Association,
as is further concerned with the matter presented.
ARTICLE X
MEETING OF MEMBERS:
Section 1.
Annual Meeting. The first annual meeting of the
members shall be held within six months from the date of
incorporation of the Association, and each subsequent
regular annual meeting of the members shall be held on
the same day of the same month of each year, at the hour
of 7:00 o'clock P. M. If the day for the annual meeting
of the members is a legal holiday, the meeting will be
held at the same hour on the first day following which
is not a legal holiday.
Section 2.
Special Meetings. Special meetings of the members
may be called at any time by the president or by the
Board of Directors, or upon written request of the
members who are entitled to vote one-fourth (1 /4) of
all of the votes of the entire 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 or person authorized to call
the meeting, by mailing a copy of such notice, postage
prepaid, at least 15 days before such meeting to each
member entitled to vote thereat, addressed to the
member's address last appearing 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
entitled to cast, or of proxies entitled to cast,
one-tenth (1 /10) of the votes of the entire membership
shall constitute a quorum for any action except as
otherwise provided in the Articles of Incorporation, the
Declaration, or these By-Laws. If, however, such quorum
shall not be present or represented at any meeting, the
members entitled to vote thereat shall have power to
adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum
as aforesaid 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 member of his lot.
ARTICLE XI
OFFICERS AND THEIR
DUTIES:
Section 1. Enumeration
of Officers.
The officers of this 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 first
meeting of the Board of Directors following each
annual meeting of the members.
Section 3. Term.
The officers of this
Association shall be elected annually by the Board and
each shall hold office for three (3) years unless he
shall sooner resign, or shall be removed, or otherwise
disqualified to serve.
Section 4. Special
Appointments.
The board may elect such
other officers as the affairs of the Association may
require, each, of whom shall hold office for such
period, have such authority, and perform such duties as
the Board may, from time to time determine.
Section 5. Resignation
and Removal.
Any officer may be removed from office with or without
cause by the Board. Any officer may resign at any time
by giving written notice to the Board, the President or
the secretary. Such resignation shall take effect on the
date of receipt of such notice or at any later time
specified therein, and unless otherwise 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 in the manner
prescribed for regular election. The officer elected to
such 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 or 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:
President
(a) The president shall preside at all meetings of the
Board of Directors, shall see that orders and
resolutions of the Board are carried out; shall sign all
leases, mortgages, deeds and other written instruments
meets and shall co-sign all checks and promissory
notes.
Vice President
(b) 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.
Secretary
(c) The Secretary shall record the votes and
keep the minutes of all meetings and proceedings of the
Board and of 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; keep appropriate current records showing the
members of the Association together with their
addressed, and shall perform such other duties as
required by the Board.
Treasurer
(d) 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 Trustees; 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
meeting, and deliver a copy of each to the members.
ARTICLE XII
ASSESSMENTS:
As more fully
provided in the Declaration, each member is obligated to
pay to the Association annual special assessment which
are secured by a continuing lien upon the property
against which the assessment is made. 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 shall bear interest from the
date of delinquency at the rate of 7.75 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
assessment. No owner may waive or otherwise escape
liability for the assessments provided for herein by
non‑use of the Common Area or abandonment of his Lot.
ARTICLE XIII
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 the 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.
ARTICLE XIV
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.
Section 2. In the case of any conflict between the
Articles of Incorporation and these By‑Laws, the
Articles shall control and in the case of any conflict
between the Declaration and these By‑Laws, the
Declaration shall control.
NOTE:
This representation of the By-Laws includes the omission
of an “Article XV”, as it was omitted in the original
used as the basis for this representation.
ARTICLE XVI
MISCELLANEOUS:
The fiscal year of the Association shall begin on the
first day of January and end on the 31st day of December
of every year, except that the first fiscal year shall
begin on the date of incorporation.
ARTICLE XVII
DATE OF ADOPTION:
These By-Laws were fully
adopted by the Association and the corporate seal
thereof affixed on the 4th day of Nov. 1972.
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