ARTICLE 1 Name and Location
Section 1 Name. The name of the Commission shall be the Highland Hills Maintenance Commission, hereafter referred to as "Commission."
Section 2 Location. The principal office of the Commission shall be HHMC, P.O. Box 2198, Sequim, Washington, 98382. Meetings of the members and of the Trustees will be held in Clallam County.
ARTICLE II Purposes
Section 1 Purpose. The Commission shall be conducted as a non-profit corporation for the purposes set forth in the Articles of Incorporation.
ARTICLE III Definitions
Section 1. "Adjourned meeting" shall mean a meeting in continuation of the immediately preceding regular or special meeting.
Section 2. "Board of Trustees" shall mean and refer to a group of elected representatives empowered to conduct the business of the Commission, hereinafter referred to as "Trustees".
Section 3. "Commission" shall mean and refer to Highland Hills Maintenance Commission, its successors and assigns.
Section 4. "Common areas" shall mean all real property owned, and other property otherwise maintained, repaired or administered, by the Commission for the common use and enjoyment of the members.
Section 5. "Common expense" shall mean the costs incurred by the Commission to exercise any of its powers.
Section 6. "Governing documents" shall mean the Articles of Incorporation, By-Laws, Protective Covenants and Restrictions, Rules, Regulations and Policies of the Commission, or other written instrument by which the Commission has the authority to exercise any of its powers to manage, maintain or otherwise affect the property under its jurisdiction.
Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in Article IV of the Articles of Incorporation of this Commission.
Section 8. "Properties" shall mean and refer to that certain real property commonly known as Bell Hill and legally described in Exhibit "A" attached hereto and such additions thereto as may hereafter be brought within the jurisdiction of the Commission.
Section 9. "Roadways" shall mean and refer to those paved roadways shown as the sixty (60) or eighty (80) foot wide general easement as delineated on the face of all recorded surveys of that certain real property commonly known as Bell Hill and legally described in Exhibit "A" attached hereto, and such additions thereto as may hereafter be brought within the jurisdiction of the Commission. The roadways constitute a private and exclusive road system for the sole use, benefit, and enjoyment of members, their agents, on the transfer of title to or upon contracting for the sale of the real property to which his/her membership is appurtenant. Any membership forfeited or member expelled, and not eligible to vote, is still liable for the assessment.
ARTICLE IV Membership
Section 1. Definition of Members. The membership of the Commission shall, at all times, consist exclusively of the owners of properties, both developed and undeveloped, over which the Commission has jurisdiction.
Section 2. Families and Guests. The privileges and facilities of the Commission shall be extended to the spouse and children of a member and may be extended to guests under such Rules, Regulations, and Policies the Board of Trustees may prescribe.
Section 3. Transfer of Membership. No membership may be conveyed or transferred except by sale of the real property to which such membership is appurtenant or the making of a contract for the sale therefor. In the event of the death of a member, his/her membership shall pass in the same manner and to the same person, as does the real property to which such membership is appurtenant. No member shall grant or convey any easement or other interest in favor of any real property outside and beyond the boundaries of that certain real property commonly known as Bell Hill and legally described in Exhibit "A" attached hereto, and such additions thereto as may hereafter be brought within the jurisdiction of the Commission, without the prior written and recorded consent of the Commission.
Section 4. Forfeiture of Membership. No membership shall be forfeited nor any member expelled except for the non-payment of dues, and then only subject to the discretion of the Trustees on a majority vote thereof. No member may withdraw except upon the transfer of title to or upon contracting for the sale of the real property to which his/her membership is appurtenant. Any membership forfeited or member expelled, and not eligible to vote, is still liable for the assessment.
Section 5. Voting
A. Members. Each member shall be entitled to one vote, unless it is determined that the assessment and/or late fees have not been paid. The interest of each member shall be equal to that of any other member and no member shall acquire an interest which shall entitle him/her to any greater voice vote, authority or interest in the Commission than any other such member. When more than one person holds an interest or interests in a parcel of real property, all such persons shall be members and the vote for such real property shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such real property.
B. Quorum. A quorum is present throughout any meeting of the Commission if members, to which thirty-four percent (34%) of the votes of the association are allocated, are present in person or by proxy, including absentee ballot, at the beginning of the meeting.
C. Proxies. A member may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by an agent. This proxy shall be filed with the Secretary before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy shall be invalid after 11 months from the date of its execution. An appointment of a proxy is revocable unless the appointment is coupled with an interest. No revocation shall be effective unless written notice of it has actually been received by the Secretary or another person authorized to tabulate votes.
D. Absentee Ballots may be cast by members at any membership meeting on a form to be provided by the Secretary.
Section 6. Order of Business. The order of business at the annual meeting of the members, and as far as practical at all other membership meetings, shall be as follows:
A. Calling of the roll and certifying proxies;
Section 7. Adjournment. Any meeting of the Commission may be adjourned from time to time to such place and time as may be determined by a majority vote of the members present, whether a quorum be present or not, without notice other than announcement at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted by a quorum at the meeting as originally called.B. Verification of a quorum present;
C. Proof of notice of meeting or waiver;
D. Reading and disposition of any unapproved Minutes;
E. Report of officers;
F. Report of committees;
G. Results of the voting on the budget and other ballot issues;
H. Announcement of the election of trustees;
I. Unfinished business;
J. New business;
K. Organizational Meeting (Art. 5, Sec. 6);
L. Adjournment.
ARTICLE V Board of Trustees
Section 1. Number and Qualifications. The affairs of the Commission shall be governed by a Board of Trustees composed of not more than nine (9) persons and not less than three (3) persons. The number may thereafter be increased or decreased at any annual meeting by a majority vote of the members; provided, however, that the number shall not exceed nine (9) persons nor be less than three (3) persons. All Trustees shall be members of the Commission. Their fees, if any, shall be determined by the members at any annual meeting.
Section 2. Election and Term of Office. At an annual general membership meeting with a quorum present, members shall elect, in person, by absentee ballot or by proxy, new Trustees to fill vacancies on the Board of Trustees. Those nominees receiving the highest number of votes shall be elected. Each Trustee shall be elected to serve a term of three (3) years. Each Trustee shall hold office for the term for which the Trustee is elected and until the Trustee's successor shall have been selected and qualified.
Section 3. Vacancies. Vacancies in the Board of Trustees caused by any reason other than the removal of the Trustee by a vote of the members of the Commission shall be filled by vote of the majority of the remaining Trustees, even though they may constitute less than a quorum; each person so selected shall serve for the unexpired term of his/her predecessor and until a successor is elected and seated at an annual meeting of the Commission.
Section 4. Removal of Trustees. With notice, the members, by a majority vote of the voting power in the Commission present in person, or by proxy and entitled to vote at any meeting of the Commission at which a quorum is present, may remove a member of the Board of Trustees with or without cause (see Art V, Section 11 J). The vacancy in the Board of Trustees so created shall be filled by the members of the Commission at that same meeting.
Section 5. Nomination of Trustees. Nomination for election to the Board of Trustees, shall be made by a nominating committee. Nominations may also be made by any member at the monthly meeting of the Board of Trustees until sixty (60) days prior to the annual meeting. The nominating committee shall consist of a chairperson, who shall be a member of the Board of Trustees, and two or more members of the Commission. The nominating committee shall be appointed by the Board of Trustees at the organizational meeting to serve from the close of such meeting until the close of the next annual meeting. The nominating committee shall make as many nominations for election to the Board of Trustees as it shall, in its discretion, determine but not less, in any event, than the number of vacancies that are to be filled.
Section 6. Organizational Meeting. The first meeting of a Board of Trustees shall be held within one week after the annual meeting at such time and place as shall be fixed by the Trustees at the meeting at which such Trustees were elected, and no notice shall be necessary to the newly elected Trustees in order to legally constitute such meeting, provided, a majority of the Board shall be present.
Section 7. Meetings of the Board of Trustees.
A. Regular Meetings. Regular meetings of the Board of Trustees shall normally be held on the first Wednesday of each month at 7:00 P.M. at the place as shall, from time to time, be fixed by resolution of the Board.
B. Special Meetings. Special meetings of the Board of Trustees may be called by the President on two (2) days notice to each Trustee, given personally or by mail, addressed to his/her residence or by telephone. The notice shall state the time, place, and purpose of the meeting. Special meetings of the Board of Trustees may be called by the President or Secretary in a like manner and on like notice upon the written request of at least three (3) Trustees. The person or persons authorized to call special meetings may fix the time and place of the meeting.
C. Place of Board Meeting. All Board of Trustees' meetings shall be held at the principal office of the Commission or at another place within Clallam County designated by the Board or by a waiver of notice signed by all members entitled to vote at the meeting.
D. Notice of Meetings. Notice may be given personally, by facsimile, by mail, or in any other manner allowed by law. Oral notice shall be sufficient only if a written record of the notice is included in the Commission's minute book.
E. Meetings and Executive Session. Except as provided in this section, all meetings of the Board of Trustees shall be open for observation by all members of record and their authorized agents. The Board of Trustees shall keep minutes of all actions taken by the Board, which shall be available to all members. Upon the affirmative vote in open meeting to assemble in closed session, the Board of Trustees may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the Commission, and matters involving the possible liability of a member to the Commission. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The Board of Trustees shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the Board of Trustees, following the closed session, reconvenes in open meeting on such motion, or other action which is reasonably identified. The requirements of this section shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.
Section 8. Board of Trustees' Quorum. At all meetings of the Board of Trustees a majority of the Trustees shall constitute a quorum for the transaction of business, and the acts of the majority of the Trustees present at a meeting at which a quorum is present shall be the acts of the Board of Trustees. If there is less than a quorum present at any meeting of the Board of Trustees, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business may be transacted without other or further notice.
Section 9. Bonds of Officers and Employees. The Board of Trustees may require that all officers and employees of the Commission handling or responsible for Commission funds shall furnish adequate bonds. The premium on such bonds shall be paid by the Commission as a common expense.
Section 10. Powers of the Board of Trustees. The Board of Trustees shall have the power to:
A. Adopt and publish Rules, Regulations, and Policies governing the use of the common areas, facilities, and properties, and the personal conduct of the members and their guests thereon, and to establish penalties for any infraction thereof;
B. Impose and collect charges for late payments of assessments and, after notice and an opportunity to be heard by the Board of Trustees, and in accordance with the procedures as provided in the By-Laws or Rules, Regulations, and Policies adopted by the Board of Trustees, levy reasonable fines in accordance with a previously established schedule adopted by the Board of Trustees and furnished to the members for violation of the Protective Covenants and Restrictions, By-Laws, Rules, Regulations, and Policies of the Commission;
C. Suspend the voting rights, and rights to use the recreational facilities, of a member during any period in which such member shall be in default in the payment of dues, or assessments levied by the Commission. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published Rules, Regulations, and Policies;
D. Exercise for and on behalf of the Commission all powers, duties, authority vested in or delegated to the Commission, and not specifically reserved to the Commission, by the provisions of these By-Laws, the Articles of Incorporation of the Commission, and the statutes of the State of Washington;
E. Make contracts and incur liabilities;
F. Declare the office of a member of the Board of Trustees to be vacant in the event such member shall be absent for three (3) consecutive regular meetings of the Board of Trustees and such absence be unexcused;
G. Employ a manager, managing agent, independent contractor, or such other employees and agents as it deems necessary and to fix and prescribe their duties, compensation, and other terms and conditions of employment;
H. To exercise any other powers necessary and proper for the governance and operation of the Commission, and for the accomplishment of the best interests of the Commission, its facilities, utilities, and properties.
Section 11. Duties of the Board of Trustees.
A. The Board of Trustees shall act in all instances on behalf of the Commission. In the performance of their duties, the officers and members of the Board of Trustees shall exercise the degree of care and loyalty required of an officer or director of a corporation organized under chapter» 24.03 «RCW.
B. The Board of Trustees shall not act on behalf of the Commission to amend the Articles of Incorporation, to take any action that requires the vote or approval of the members, to terminate the Commission, to elect members of the Board of Trustees, or to determine the qualifications, powers, and duties, or terms of office of members of the Trustees; but the Board of Trustees may fill vacancies in its membership of the unexpired portion of any term.
C. Within 30 days after adoption by the Board of Trustees of any proposed regular or special budget of the Commission, the Board shall set a date for a meeting of the members to consider ratification of the budget not less than fourteen nor more than sixty days after mailing of the summary. Unless a majority of the Commission members voting by ballot or by proxy, rejects the budget at that meeting the budget is ratified whether or not a quorum is present. In the event the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the members shall be continued until such time as the members ratify a subsequent budget proposed by the Board of Trustees.
D. The Board of Trustees shall cause to be kept a complete record of all its acts and corporate affairs. It shall 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 of the members who are entitled to vote.
E. The Board of Trustees shall supervise all officers, committees, agents, and employees of the Commission to see that their duties are properly performed.
F. The Board of Trustees shall provide for, maintain, repair, and supervise the care, upkeep and surveillance of the common areas and facilities.
G. The Board of Trustees shall fix the amount of the annual and special assessments against each parcel of real property at least thirty (30) days in advance of each annual and special assessment; provide means for the collection of such assessments as so fixed; give written notice of such assessments to every member subject thereto at least thirty (30) days in advance of the due date thereof; and may foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or bring an action at law against the member personally obligated to pay the same.
H. The Board of Trustees shall issue or cause the appropriate officer to issue, upon the request of any member or authorized agent, a document setting forth whether each and every assessment levied against the property has been paid. For this purpose any lienable charge against the property shall be considered an assessment. Such document shall be conclusive evidence of payment or nonpayment.
I. The Board of Trustees shall procure and maintain adequate general liability insurance, directors’ liability insurance, and liability and hazard insurance on property owned by the Commission.
J. The Board of Trustees shall hold a meeting of the Commission at least once each year. Special meetings of the Commission may be called by the president, a majority of the Board of Trustees, or by members having ten percent of the votes in the Commission. Not less than fourteen nor more than sixty days in advance of any meeting, the Secretary or other officers specified in the By-Laws shall cause notice to be hand-delivered or sent prepaid by first class mail to the address of each member or to any other mailing address designated in writing by the member; The notice of any meeting shall state the time and place of the meeting and the business to be placed on the agenda by the Board of Trustees, including the general nature of any proposed amendment to the Articles of Incorporation, By-Laws, any budget or changes in the previously approved budget that result in a change in assessment obligation, and any proposal to remove a director.
K. A Trustee shall perform the duties of a Trustee, including the duties as a member of any committee of the Board upon which the Trustee may serve, in good faith, in a manner that the Trustee believes to be in the best interests of the Commission, and with the care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. In performing the duties of a Trustee, a Trustee shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) One or more officers or employees of the Commission whom the Trustee believes to be reliable and competent in the matter presented;
Section 12. Conflict of Interest. No contract or other transaction between the Commission and one or more of its Trustees or between the Commission or any other organization of which any of its directors is a Trustee or officer or in which he or she has any financial interest shall be void or voidable for this reason or because that Trustee is present at or participates in the meeting of the Board of Trustees or of the committee that authorizes the contract or transactions or because his or her vote is counted for such purpose:(2) Counsel, public accountants, or other persons as to matters which the Trustee believes to be within that person's professional or expert competence; or
(3) A committee of the Board upon which the Trustee does not serve, duly designated in accordance with a provision in the Articles of Incorporation or By-Laws, as to matters within its designated authority, which committee the Trustee believes merits confidence; so long as, in any such case, the Trustee acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
(A) if the material facts as to the contract or transaction and as to the Trustee's relationship are disclosed to the Board of Trustees or its committee and the Board of Trustees or its committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of disinterested Trustees even though the disinterested Trustees are less than a quorum, or
(B) if the material facts as to the contract or transaction and as to the Trustee's relationship or interest are disclosed or are known to the members entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of the members, or
(C) if the contract or transaction is fair and reasonable as to the Commission at the time it is authorized, approved, or ratified by the Board of Trustees, its committee, or the members. Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board of Trustees or of its committee that authorizes the contract or transaction.
ARTICLE VI Officers
Section 1. Designation. The executive officers of the Commission shall be a President, Vice-President, Secretary, and a Treasurer, provided that the office of Secretary and Treasurer may be combined, all of whom shall be elected by and from the Board of Trustees, and all of whom shall be members of the Commission. The Trustees may appoint an assistant Treasurer and assistant Secretary and such other subordinate officers as in their judgment may be necessary.
Section 2. Election of Officers. The officers of the Commission shall be elected annually by the Board of Trustees at the organizational meeting of each new Board and shall hold office at the pleasure of the Board, and/or until their successors be elected and qualified.
Section 3. Removal of Officers. Upon an affirmative vote of a majority of the Trustees, any officer may be removed, either with or without cause, and his/her successor elected at any regular meeting of the Board of Trustees or at any special meeting of the Board of Trustees called for that purpose. Removal of such officer, however, shall not effect a removal from his/her position as a member of the Board of Trustees.
Section 4. Vacancies. A vacancy in any office may be filled by appointment by the Board of Trustees. The officer appointed to such vacancy shall serve for the remainder of the unexpired term of the officer whom he/she replaces.
Section 5. 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 Sections 1 and 4 of this Article.
Section 6. President. The President shall be the chief executive officer of the Commission. He/she shall preside at all meetings of the Commission and of the Board of Trustees. He/she shall have all of the general powers and duties which are usually vested in the office of the President of a Corporation, including but not limited to the power to record documents, and appoint committees from among the members from time to time as he/she may in his/her discretion decide is appropriate to assist in the conduct of the affairs of the Commission.
Section 7. Vice-President. The Vice-President shall take the place of the President and perform his/her duties whenever the President shall be absent or unable to act. If neither the President nor Vice-President is able to act, the Board of Trustees shall appoint some other member of the Board to do so on an interim basis. The Vice-President shall also perform such other duties as shall from time to time be imposed upon him/her by the Board of Trustees.
Section 8. Secretary. The Secretary shall attend and keep the minutes of all meetings of the Board of Trustees or of the Commission, shall give all notices as provided by the By-Laws, and shall have such other powers and duties as may be incidental to the office of Secretary, given him/her by these By-Laws, or assigned to him/her from time to time by the Trustees. If the Secretary shall not be present at any meeting, the presiding officer shall appoint a Secretary pro-tempore who shall keep the Minutes of such meeting and record them in the book provided for that purpose.
Section 9. 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 Commission in its name for its account; shall disburse funds of the Commission under the direction of the Board of Trustees on checks signed in the manner from time to time determined by the Board of Trustees; and shall propose the annual budget. He/she shall keep full and accurate books of account and shall make such reports of the finances and transactions of the Commission 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 Commission.
ARTICLE VII Committees
Section 1. Committees. Committees may be designated by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present. The powers to carry out their purpose are delegated to the committees by the Trustees through the governing documents.
Section 2. Committee Organization. The President of the Commission shall present a slate of committee chairpersons to the Board of Trustees for ratification no later than the first regular meeting following the organizational meeting. Committee chairpersons shall, in turn, select the members of their committees from volunteers. The Board of Trustees may remove committee members when, in their judgment, the best interests of the Commission shall be served by such removal. Members of the committees shall be members of the Commission.
Section 3. Nominating Committee. As elsewhere provided in these By-Laws, the Board of Trustees shall, in accordance with the provisions herein, from time to time, appoint a nominating committee to perform these duties and functions.
Section 4. Architectural Control Committee. The Board of Trustees of the Commission shall annually, at their organizational meeting, appoint an Architectural Control Committee which shall consist of not less than five (5) nor more than nine (9) persons. As directed by the Board of Trustees, the Architectural Control Committee shall exercise the powers, rights, duties, and obligations as are more particularly set forth in governing documents.
Section 5. Records of Committee Actions. As a minimum, the Architectural Control Committee, the Community Environment Committee, and any other committee, as directed by the Board of Trustees, shall keep a record of its actions and proceedings which shall be open for inspection by any member on reasonable advance notice during normal hours at the location where the records are kept.
ARTICLE VIII Books and Records
Section 1. Records of Financial Status. The Commission shall keep financial and other records sufficiently detailed to enable the Commission to fully declare to each member the true statement of its financial status. All financial and other records of the Commission, including but not limited to checks, bank records, and invoices, in whatever form they are kept, are the property of the Commission.
Section 2. Examination of Records. All records of the Commission, including the names and addresses of members and other occupants of the properties, shall be available for examination by all members, holders of mortgages on the properties, and their respective authorized agents on reasonable advance notice during normal hours at the location where the records are normally kept. The Commission shall not release the unlisted telephone number of any member. The Commission may impose and collect a reasonable charge for copies and any reasonable costs incurred by the Commission in providing access to records.
Section 3. Financial Statements. At least annually, the Commission shall prepare, or cause to be prepared, a financial statement of the Commission. When annual assessments are fifty thousand dollars or more, the financial statements shall be audited at least annually by an independent certified public accountant. The audit may be waived if sixty seven percent of the votes cast by members, in person or by proxy, at a Commission meeting at which a quorum is present, vote each year to waive the audit. Should the formal audit be waived under provisions of this section, an informal audit will be conducted.
Section 4. Separation of Accounts. The funds of the Commission shall be kept in accounts in the name of the Commission and shall not be commingled with the funds of any other Commission, nor with the funds of any manager of the Commission or any other person responsible for the custody of such funds.
ARTICLE IX Liabilities of Officer and Directors
Section 1. Limitation of Liability. A Trustee shall have no personal liability to the Commission or its members for monetary damages arising from his or her conduct as a Trustee, unless the acts or omissions complained of involve intentional misconduct, a knowing violation of the law, or a transaction from which the Trustee has received personally or will receive personally a benefit in money, property or services to which he or she is not legally entitled.
Section 2. Indemnification. The Commission shall indemnify and hold harmless any Trustee, officer, employee or committee member acting on behalf of the Commission and within the scope of authority granted to him or her in the manner and to the extent provided in RCW 23B.08.500 through 23B.08.600, as now existing or hereafter amended. This indemnification applies to all claims made against any of the individuals named herein whether or not the person is actually made a party to a judicial proceeding, and shall include the advance of expenses, including attorneys' fees.
ARTICLE X Accounting
Section 1. Budget. Compatible with the terms and conditions of the Protective Covenants and Restrictions contained in each member's deed or contract of purchase and of the levy of assessments required to be made pursuant thereto, the Board of Trustees shall adopt a budget for each fiscal year of the Commission. The budget shall include the estimated funds required to defray common expenses, and provide funds for the various and sundry accounts. Such budgets shall be submitted to the membership prior to each annual meeting, and shall be approved as presented by a majority vote of the members voting by ballot or by proxy.
Section 2. Accounts. The funds and expenditures of the Commission as collected from annual or special assessments shall be credited and charged against various and sundry accounts as shall be appropriate and as shall, from time to time, be established by the Board of Trustees. Accounts may be established for current expenses, for the accumulation of reserves for deferred maintenance, replacement, depreciation, and obsolescence and for additional improvements, or for accumulations for the making of improvements, additions, and betterments as are found desirable.
Section 3. Depository. The depository of the Commission shall be such bank or banks as shall be designated from time to time by the Board of Trustees and in which the monies of the Commission shall be deposited. Withdrawal of monies from such accounts shall be only by check signed by such persons as are authorized by the Board of Trustees. The Board of Trustees shall, from time to time, in its discretion, advise and direct the Treasurer, or other person charged with the responsibility of investment or accumulated funds, as to the investment of such funds.
ARTICLE XI Assessments
Section 1. Levy of Assessment. There shall be annually levied and collected, assessments as fixed by the Board of Trustees pursuant to the provisions of this Article. Assessments shall be deemed to be charges levied by the Commission on an annual basis, against each and every acre or portion thereof within the properties, to be used to defray the administrative costs and expenses of the Commission, and for the common benefit of the properties for utilities, roadways, property protection, drainage, noxious weed abatement, landscaping, insurance, improvements, payment of taxes upon common areas, and holding of ownership or leasehold therein or otherwise for common purposes. Assessments shall be made to apply equally to each acre (any lot less than one acre in area shall be considered to be one acre for purposes of assessment); provided, however, that the Board of Trustees, in its sole discretion, may make a reasonable differentiation between improved property and unimproved property; provided further, however, that the Board of Trustees, in its sole discretion, may make an equitable adjustment of the assessment to each acre or portion thereof based upon the cost of any increased financial or management burden upon the Commission created or suffered by any act or omission of any member in direct violation of these By-Laws.
Section 2. Delinquent Assessments. Each member is obligated to pay to the Commission annual and special assessments which shall be secured by a continuing lien upon the property against which the assessment is made. Any assessment which is not paid when due shall be deemed delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest at the rate of twelve percent (12%) per annum from date of delinquency until paid, and the Commission may bring an action at law against the member personally obligated to pay the same or foreclose the lien against the property. Interest, expenses of title examination and insurance, costs, and attorney's fees of any such action shall be added to the amount of such assessment. No member may waive or otherwise escape liability for assessments provided for herein by non-use of the services available or by abandonment of his/her property, or by any other means whatsoever. Assessments may be collected on an annual or other basis as the Board of Trustees shall from time to time fix and determine.
Section 3. Excess Income. Members have the right to receive services substantially at cost, to receive a return of any excess of payments over losses and expenses, and to share in any assets upon dissolution. Any excess income not retained in reasonable reserves for future losses and expenses belongs to the members in proportion to their patronage or business done with the organization. Records shall be kept as are necessary to determine at any time each member's rights and interests in the assets of the organization.
ARTICLE XII Miscellaneous Provisions
Section 1. Rules of Order. All meetings of the Commission shall be conducted in accordance with existing Board policy.
Section 2. Fiscal Year. The fiscal year of the Commission shall be the calendar year.
Section 3. Notices. All notices required to be given to members shall be sent by U.S. Mail to the respective addresses as designated by such members from time to time in writing. All notices shall be deemed to have been given when mailed, except notices of change of address, which shall be deemed to have been given when received.
Section 4. Waiver of Notice. Whenever any notice is required to be given to any member or Trustee of the Commission under the provisions of these By-Laws, the Articles of Incorporation, or under the laws of the State of Washington, a waiver of the notice in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to giving notice. Attendance at the meeting in person or by proxy waives objection to lack of notice or defective notice of the meeting unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. Unless the member objects to considering the matter when it is presented, a member waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice.
Section 5. Telephonic Meeting. At any meeting of the Commission, the Board of Trustees, or a committee of the Board of Trustees, persons may participate in the meeting by means of a conference telephone or similar communication equipment, so that all persons participating in the meeting can hear each other at the same time. Participation by this means shall constitute presence in person at a meeting. Telephonic meetings shall originate from the place where the meeting is convened.
Section 6. No Carports. No member shall build or allow to be built on his/her property any carport.
Section 7. Garaged Vehicles. No member shall store or allow to be stored on his/her property any recreational vehicle, including motor homes, campers, trailers, and boats, other than in a garage.
Section 8. Size of Parcels. No member shall build or allow to be built on his/her property a building of any nature, if said property contains less than one acre (43,560 square feet). Any lot or parcel of less than one acre in size and so filed with the Clallam County Assessor's Office prior to the date of December 7, 1990 is exempted from the foregoing restriction.
Section 9. Rules of conduct. Rules, Regulations, and Policies concerning the use of the properties, common areas and facilities may be promulgated and amended by the Board of Trustees from time to time. The Board of Trustees may also change the interpretation of any provisions of the Protective Covenants and Restrictions when such change is warranted by clear evidence that a prior interpretation does not conform with the original intent of the Protective Covenants and Restrictions. Copies of such Rules, Regulations, and Policies shall be furnished by the Board of Trustees to each member prior to their effective date. Such Rules, Regulations, and Policies shall be in addition to the restrictions of each member’s deed or contract of purchase.
Section 10. Mediation. Disputes, claims, or grievances arising out of or relating to the interpretation or the application of the governing documents, or any disputes, claims or grievances arising among or between members and the Commission shall be submitted to mediation by the Peninsula Dispute Resolution Center or other mediator mutually agreed upon by both parties. If mediation is not successful in resolving the dispute, claim or grievance, the parties are not precluded from litigating the dispute, claim or grievance in court.
Section 11. Attorney Fees. In connection with any controversy, claim, or dispute, (including arbitration, administrative, bankruptcy, and judicial proceedings including appeals therefrom) arising out of or relating to the governing documents, the method and manner of performance, or the breach thereof, the prevailing party shall be entitled to and awarded, in addition to any other relief, a reasonable sum as and for its attorney's fees. If neither party wholly prevails, the party that substantially prevails shall be awarded a reasonable sum as and for its attorney's fees.
Section 12. Gifts. The Board of Trustees may accept on behalf of the Commission any contribution, gift, bequest, or devise for any purpose of the Commission.
Section 13. Invalidity. The invalidity of any part of these By-Laws shall not impair or affect in any manner the validity, enforceability, or effect of the balance thereof.
Section 14. Captions. The captions herein are inserted only as a matter of convenience and for reference and in no way confine, limit, or describe the scope of these By-Laws, or the intent of any provision thereof.
Section 15. The Use of Section, Number and Gender. The use of the masculine gender in these By-Laws shall be deemed to include the feminine gender and the use of the singular shall be deemed to include the plural where the context so requires.
Section 16. Waiver. No restriction, condition, obligation, or provision contained in these By-Laws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.
Section 17. Conflicts. In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control. In case of any conflict between the Articles of Incorporation and the Protective Covenants and Restrictions, the latter shall control.
Section 18. Corporate Seal. The Commission may adopt a corporate seal, circular in form, as the statutes of the State of Washington for corporations organized pursuant to RCW 24.03, which seal shall bear thereon the words "Highland Hills Maintenance Commission. Corporate Seal, Washington."
Section 19. Amendment of By-Laws. These By-Laws may be amended, modified, or revoked in any respect from time to time by a majority vote of the Board of Trustees in the regular or special meeting called for that purpose; provided that any such amendment, prior to becoming effective, shall be submitted to the general membership for its consideration and approval or disapproval at the next annual meeting of the Commission, or at a special meeting called for that purpose. Approval of proposed amendments, modifications or revocations shall be by an affirmative vote of not less than sixty-seven percent (67%) of the Commission members voting in person, or by proxy.
The members may propose an amendment to the By-Laws by a petition signed by twenty percent (20%) of the members of the Commission eligible to vote. Such proposed amendment must be approved by an affirmative vote of sixty-seven percent (67%) of the members of the Commission, present in person or by proxy at an annual meeting of the Commission, or at a special meeting called for that purpose.