Bylaws of Deerfield Homeowners' Association
(Important Note! The following is a reproduction of original Bylaws. This reproduction may contain typographical
errors or other potential deviations from the actual Bylaws of the Deerfield HOA
Please refer to original document.)
BYLAWS
OF
DEERFIELD HOMEOWNERS’
ASSOCIATION
ARTICLE I
NAME
AND LOCATION The name of the corporation is Deerfield Homeowners’ Association,
hereinafter referred to as the “Association”.
The
principal office of the association shall be located at 425 Pike Avenue NE,
Suite 101, Bellevue, Washington 98004 but meetings of Members and Directors may
be held at such places within the State of Washington, County of King, as may
be designated by the Board of Directors.
ARTICLE III
Section 1.
“Association” shall mean and
refer to Deerfield Homeowners’ Association, and successors and assigns.
Section
2. “Properties” shall mean and refer to that certain real
property described in the Declaration of Covenants, Conditions, and
Restrictions, and such additions thereto as may hereafter be brought within the
jurisdiction of the Association.
Section
3. “Common Area” shall mean all real
property owned by the Association for the common use and enjoyment of the
Owners.
Section
4. “Lot” shall mean and refer to any
plot of land shown upon any recorded subdivision map of the Properties, with
the exception of the Common Area.
Section
5. “Owner” shall mean and refer to
the record owner, whether one or more persons or entities, of the 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
6. “Declarant” shall mean and refer
to Washington Services, Inc., their successors and assigns if such successors
or assigns should acquire more than tone undeveloped Lot from the Declarant for
the purpose of development.
Section
7. “Declaration” shall mean and
refer to the Declaration of Covenants, Conditions and Restrictions applicable
to the Properties recorded in the office of the King County Auditor, Seattle,
Washington.
Section
8. “Member” shall mean and refer to
those persons entitled to membership as provided in the Declaration.
ARTICLE III
MEETING OF MEMBERS
Section
1. Annual Meetings The first annual meeting of the members
shall be held within on (1) year 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 thereafter, 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 quarter (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 or person
authorized to call the meeting, by mailing a copy of such notice, postage
prepaid, at least thirty (30) days, but not more than sixty (60) 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 meting, 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 each class of membership shall constitute a quorum for any action except as
otherwise provided in the Articles of Incorporation, the Declaration, or these
Bylaws. 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 meting form 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.
ARTICLE IV
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 three (3) nor more than nine (9) Directors,
who need not be members of the Association.
The number of Directors may fixed from time to time by action of the
member; provided that, no decrease in the Board shall shorten the term of any
incumbent Director.
Section
2. Term of Office The initial Board of Directors shall be fixed
not less than three (3) Directors, and at the first annual meeting, the members
shall elect one (1) Director for a term of one (1) year, one (1) Director for a
term of two (2) years, and one (1) Director for a term of three (3) years; and at each annual
meeting thereafter, the members shall elect one (1) Director for a term of
three (3) years. So long as the Board of
Directors remains fixed at three (3) Directors, at each annual meeting subsequent
to the first, the number of Directors whose terms are expiring at the annual
meeting shall be elected to hold office for three (3) years until the third
succeeding annual meeting. In the event
the Board of Directors is subsequently fixed by the members at less than nine
(9) Directors, the number of Directors whose terms are expiring and which will
be subject to election at the annual meeting shall be elected to hold office
for three (3) years and until the next succeeding annual meeting.
Section
3. Removal Any Directors any 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 Director, his 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 and members 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 members or Directors as specified in RCW Ch 24.03. any
action so approved shall have the same effect as though taken at a meeting of
the Directors.
ARTICLE V
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
server form 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 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 cast, in respect to each vacancy, as
many 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.
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 of the Association, or by any two
(2) Directors, after not three I(3) days notice to each Director.
Section
3. Quorum A majority of the Directors present at a
duly held meeting 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 power
to:
(a)
Adopt and publish rules and regulations governing the
use of the Common Area and facilities, and the personal conduct of the
infraction thereof;
(b)
Suspend the voting rights and right to use of the
Common Area of a member during 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 provision of these Bylaws, the Articles of Incorporation or
the Declaration;
(d)
Declare the office of a member 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; and
(e)
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 to:
(f)
Cause to be kept a complete record of all its acts and
corporate affairs to present a statement thereof to the members at the annual
meeting of the members, or at any special 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;
(g)
Supervise all officers, agents and of this Association
and to see that their duties are properly performed;
(h)
As more fully provided in the Declaration, to:
(1)
Fix the amount of the annual assessment against each
Lot at least thirty (30) days in advance of each annual assessment period;
(2)
Send written notice of each assessment to every Owner
subject thereto at least thirty (30) days in advance of each annual assessment
period; and
(3)
Foreclose the lien against any property for which
assessments are not paid within thirty (30) days after due date or to bring an action at law against the Owner
personally obligating to pay the same.
(i)
Issue, or cause an appropriate officer 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 such payment;
(1)
The Corporation designates a successor governmental
agency, person or entity in conformity with the laws of the State of
Washington, or its political subdivisions, to receive, hold and disburse such
assessments; or
(2)
Such laws and regulations of the State of Washington,
or its political subdivisions, will permit payment of assessments directly to
the Corporation.
(j)
Procure and maintain adequate liability and hazard
insurance on property owned by the Association;
(k)
Cause all officers or employees having fiscal
responsibilities to be bonded, as it may deem appropriate;
(l)
Cause the Common Area to be maintained.
ARTICLE
VIII
OFFICERS AND THEIR DUTIES
Section
1. Enumeration of Offices 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 one (1) year 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 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 by appointment by the
Board. The officer appointed to such a
vacancy shall serve for the remainder of the term of-the office 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 (1) 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 order 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 steadof 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 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; service notice of
meetings of the Board and of the members; keep appropriate current records
showing 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 banks to be made by a public accountant at the completion of the
fiscal year; and shall prepare an annual budget and a statement of income and
expenditure to be presented to the membership at its regular meetings; and
deliver a copy to each of the members.
ARTICLE
IX
COMMITTEES
The
Association shall appoint an Architectural Control Committee, as provided in
the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors shall
appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE
X
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
Bylaws of the Association shall be available for inspection by
any
member at the principal office of the Association, where copies
may
be purchased at a reasonable cost.
ARTICLE
XI
ASSESSMENTS
As
more fully provided in the Declaration, 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 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 assessment. No Owner may waive or otherwise escape
liability for the assessments provided herein by non -use of the common Area or
abandonment of his Lot.
ARTICLE
XII
AMENDMENTS
Section
1. These Bylaws 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 Housing
Administration or the Veterans Administration shall have the right to veto
amendments while there is Class B membership.
Section
2. In the case of any conflict between
the Articles of Incorporation and these Bylaws, the Articles shall control; and
in the case of any conflict between the Declaration and these Bylaws, the
Declaration shall control.
ARTICLE
XIII
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.
DEERFIELD
HOMEOWNER'S ASSOCIATION, we, being a majority of the Directors of hereinbefore referred
to as the "Association', have hereunto set our hands this 30th day of March
, 1987.
CERTIFICATION
I,
Joseph M. Vincent Secretary of
DEERFIELD
HOMEOWNER'S ASSOCIATION
, a
Washington
Corporation, hereby certify that the foregoing is a full, true and correct copy
of the Bylaws adopted by the Board of Directors of said Corporation at its
organization meeting held on March 30 , 19 87.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal of the said Corporation
this 30th day of March , 19 87 .
Joseph M. Vincent
.
Secretary
