BY - LAWS
GREYHAWK RIDGE HOMEOWNERS ASSOCIATION
ARTICLE I - NAME AND LOCATION
The name of the (nonprofit or corporation) is GREYHAWK RIDGE HOMEOWNERS ASSOCIATION, hereafter referred to as the "Association". The permanent Virtual Address of the Association shall be: 4405 NE 122nd Street Vancouver WA, 98686-3380
The meetings of members and directors may be held at such places within the State of Washington, County of Clark, as may be designated by the Board of Directors.
ARTICLE II - DEFINITIONS
Section 1. "Association" shall mean and refer to Greyhawk Ridge Homeowners Association, its successors and assigns.
Section 2. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 3. "Director" shall mean a member of the Associations Board of Directors elected pursuant to these by-laws.
Section 4. "Common Areas" shall mean the entry island on NE 43rd A venue and the area north of NE 119th Street before the south end of lots 1,2,3,4,5, and 28. These properties are owned' by Clark County but are maintained by the Association.
Section 5. "Lot" shall mean and refer to any plot of land shown upon records subdivision map of the properties.
Section 6. "CC&R" shall mean and refer to the DECLARATION' OF COVENANTS, CONDITIONS, AND RESTRICTIONS OF THE PLAT OF GREY HAWK RIDGE.
Section 7. "Member" shall mean and refer to those persons entitle to Class A membership as provided in the CC&R.
Section 8. "Board" shall mean the Board of Directors.
Section 9. "Vote" shall mean the one vote per lot which is provided in the CC&R.
ARTICLE III - MEETINGS OF MEMBERS
Section 1. Annual meetings - The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting shall be held in October of each year thereafter.
Section 2. Special Meetings - Special meetings of the members may be called at any time by a majority of the Board of Directors, or upon written request of the members who are entitle to vote one-fourth (1/4) of all the votes of the Class A membership.
Section 3 - Notice of Annual and Special Meetings - Written notice of each meeting of the members shall be given at least fifteen (15) days before such meeting to all members. The notice shall specify the place, day and hour of the meeting, and, the purpose of the meeting. If the meeting is for the purpose of increasing the annual assessment more than six percent (6%) or to establish a special assessment for capital improvement, written notice shall be given to members at least thirty (30) days but not more than sixty (60) days before such meeting is held.
Section 4. Quorum - The presence at the annual or special meeting of members entitled to cast or of proxies entitle to cast, one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the CC&R, or these By-Laws. In the event a quorum is not present the President or Board may call another meeting without the required notice period in section 3 above.
Section 5. Proxies - At all meetings of the members, each member may vote in person or by proxy. A proxy shall only be valid for one meeting of the Association for which it is given. All proxies shall be in writing, on a form provided by the Association and must be filed with the Board. Every proxy shall be revocable, shall lapse after each Association meeting, and shall automatically cease upon conveyance by the member of his/her lot.
ARTICLE IV - BOARD OF DIRECTORS: SELECTION - TERM OF OFFICE
Section I. Number - The affairs of the Association shall be managed by a Board of Directors of not less than five (5) but not more than seven (7) members.
Section 2: Term of Office - The regular term of office shall be two (2) years. Election for board positions to be staggered on alternating years; three (3) in even numbered years and four (4) in odd numbered years. The term of office shall begin on May I, immediately following the April elections.
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, or if the director is delinquent in the payment of his/her assessment, by a majority vote of the Board. In the event of death, resignation or removal of a Director, his/her successor shall be selected by the remaining members of the Board, and shall serve for the unexpired term of his/her predecessor.
Section 4. Compensation - No Director shall receive compensation for any service he/she may render to the Association. However, the Board may reimburse any Director for actual expenses incurred in the performance of his/her duties.
Section 5. The Interim Board and Officers Prior to the First Elections - Until the first elections in April 1995, the interim Board shall consist of those members that volunteered at the public meeting held at Pleasant Valley School on August 30, 1994 and attended the organizing meeting on September 13, 1994. Said members are listed in attachment A. Said members shall hold all the responsibilities of the Board until the election of the first regular Board in April of 1995. Said members who wish to hold regular Board positions after April 30, 1995 must stand for election.
ARTICLE V - NOMINATION AND ELECTION OF DIRECTORS
Section I. Nomination - Nomination for election to the Board of Directors shall be solicited by the Board each February for the positions up for election in that year. Any Class A members of the Association whose voting rights have not been suspended by the Board pursuant to these By-laws is eligible for nomination. To stand for election, an eligible member must submit their name and provide a statement of intent, of no more than one fourth (1/4) of a page in length, to the Board no later than March 1.
Section 2. Elections - Elections shall be held in April of each year for the Board positions to be vacated in that year. Election to the Board of Directors shall be by secret written ballot. The Board may choose to hold the election at a special meeting or establish some other process, which is open to all members. At such election, the members or their proxies may cast as many votes as they are entitled to exercise under the provisions of the CC&R for as many candidates as there are Board vacancies. Persons receiving the largest number of votes shall fill the vacancies. Cumulative voting is not permitted. In the event of a tie for the last vacancy, the Board shall choose between those candidates to fill the vacancy.
Section 3. The First Elections - In the first election in April of 1995, three (3) board positions will be designated as even year positions and four positions will be designated as odd year positions. The even-year positions will be up for re-election in 1996 and the odd-year positions will be up for re-election in 1997. Positions will be assigned to successful candidates as follows, the four (4) candidates with the highest vote count will be assigned to the odd year positions with a two year term, the candidates with the next three (3) highest vote counts will be assigned to the even year positions and serve a one year term.
ARTICLE VI - MEETINGS OF DIRECTORS
Section I. Regular Meetings of the Board - Regular meetings of the Board of Directors shall be held monthly at such place and hour as may be fixed by the majority of the Directors upon due" notice to all Directors. Said meetings shall be scheduled outside of regular work day hours unless otherwise agreed to by a majority of the Board.
Section 2. Special Meetings of the Board - Special meetings may be called by any two Directors after not less than three (3) days notice to each Director.
Section 3. Quorum - A majority of the 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 - POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1 Powers - The Board of Directors shall have the power to:
a) Suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association.
b) 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 Incorporation, the CC&R or law.
c) Remove a Director from the Board in the event such Director is absent from three (3) consecutive regular meetings of the Board of Directors;
d) Contract with an independent contractor, or other such persons as they deem necessary and to proscribe their duties.
Section 2. Duties - It shall be the duty of the Board of Directors to:
a) Maintain a record of all its acts and corporate affairs and present a statement thereof to the members at the Annual meeting, or at any Special Meeting when such statement is relevant to the issues of the meeting.
b) Communicate its actions to the members at regular intervals.
c) Take such action as it deems appropriate to enforce the terms of the CC&R.
d) Establish a complaint procedure by which members may seek enforcement of the provisions of the CC&R.
e) As more fully provided in the CC&R, to:
(I) Fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period.
(II) Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period.
(III) Bring an action of law against the Owner or foreclose the lien for the amount of the assessments and interest as provided in the CC&R against any property for which assessments are not paid.
f) Issue, upon demand, by any member, a certificate showing proof of payment of the annual assessment. A reasonable charge may be made by the Board for the issuance of a certificate.
g) Cause all officers having fiscal responsibilities to be bonded, as deemed appropriate.
h) Cause the common areas to be maintained.
i) Procure and maintain adequate liability insurance on property owned by the Association.
j) Supervise all officers, agents, and contractors of this Association, and see that their duties are properly performed.
k) Require that all financial transactions of the Association are signed by not less than two of its Officers.
ARTICLE VIII - OFFICERS AND THEIR DUTIES
Section 1. Officers – The officers of the Association shall consist of the President, Vice President, secretary, Treasurer.
Section 2. Election of Officers – The election of officers shall take place at the first meeting of the Board after May first of each year.
Section 3. Term – The officers of this association shall be elected annually by the Board and each shall hold office for one (1) year, unless he/she ceases to be a member of the Association, is suspended from voting pursuant to these By-Laws, or is removed or resigns from their Director position pursuant to these By-Laws.
Section 4. Resignation and Removal – Any officer may resign at any time giving written notice to the President. Any officer may be removed from office with or without cause by the Board by a vote of the majority of the Board of Directors. Resignation or removal from an office does not constitute a resignation or removal from the Board.
Section 6. 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 orders, resolutions and processes of the Board are carried out; at the direction of the Board, sign all official and legal documents required for the Association to conduct business; may co-sign checks; and exercise and discharge any other duties as directed by the Board.
b) Vice-President – The Vice President shall act in the place and stead of the President in the event of his/her absence, inability or refusal to act; head the annual Budget Committee; perform an annual audit of the association’s books; may co-sign checks; and exercise and discharge any other duties as directed by the Board.
c) Secretary – The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board; maintain the official record of all acts and affairs of the Association; may co-sign checks; and exercise and discharge any other duties as directed by the Board.
d) Treasurer – The Treasurer shall establish and maintain the association’s bank accounts; oversee receipts and deposits in appropriate bank accounts of all monies of the Association, and disbursements of such funds as directed by resolution of the Board of Directors; may co-sign checks; maintain proper books of account; prepare statements of income and expenditures; serve on the annual Budget Committee; and exercise and discharge any other duties as directed by the Board.
ARTICLE IX - COMMITTEES AND REPRESENTATIVES
The Board shall appoint an Architectural Control Committee, as provided in the CC&R; an Annual Budget Committee; a representative to monitor the Pleasant Valley Neighborhood Association; a liaison to Clark County; and any other committee or representative it deems necessary. All committee members and representatives must be and remain Association members for the duration of their appointment. All committees and representatives are advisory to the Board.
ARTICLE X - BOOKS AND RECORDS
The CC&R, The Article of Incorporation, and By-Laws of the Association; and the books, records, and other papers of the Association shall be subject to inspection by any Association member within a reasonable time from the date of the members request for such an inspection. One copy of the By-Laws will be made available to the owner of each lot free of charge. Any other copies of documents may be purchased at a reasonable cost established by the Board.
ARTICLE XI - ASSESSMENTS
As more fully provided in the CC&R, each member is obligated to pay to 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 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 one (1) per cent per month. The Board, on behalf of the Association, may bring an action of law against the Owner personally obligated to pay the same or foreclose the lien against the property to collect the assessments owing and any interest, costs, and reasonable attorney's fees of related to- the actions taken. No owner may waive or otherwise escape liability for the assessments provided herein.
ARTICLE XII - AMENDMENTS
Section I These By-Laws may be amended, at a regular or special meeting of the members, by vote of a majority of a quorum of members present in person or by proxy.
Section 2 In the event of any conflict between these By-Laws and the Articles of Incorporation or the CC&R, the Articles and/or CC&R shall control.
ARTICLE XIII – (ARTICLE LEFT OPEN FOR FUTURE USE)
The fiscal year of the Association shall begin on the first day of April and end on the 30th day of March of every year.