BYLAWS
OF
LAKE WENATCHEE SUMMER HOME ASSOCIATION
ARTICLE I. DEFINITIONS
Section 1.1 “Association”
The name of the Association shall be the Lake Wenatchee Summer Home Association.
ARTICLE II. MEMBERS
Section 2.1 Qualification of Members; Associate Members
Membership in the Association is open to any person holding a Recreational Residence Permit (a “Permit Holder”) with respect to a lot located in the Wenatchee River Ranger District of the Okanogan- Wenatchee National Forest, any spouse or domestic partner of a Permit Holder, co-Permit Holder or any other person with a financial interest in a cabin on a lot. To be a Member, a Permit Holder or other eligible person must pay the annual membership dues on or before the due date specified by the Board.
Any other individual or organization with an interest in supporting the work of the Association may become an Associate Member by paying the appropriate annual dues.
Membership in the Association shall automatically include membership in the National Forest Homeowners (“NFH”) and the Washington State Forest Homeowners Association (“WSFHA”).
Section 2.2 Dues
The Board shall determine the respective annual dues amounts for Members and Associate Members, which shall include the amount of annual dues payable for membership in the NFH and the WSFHA, and the due date, which initially shall be June 30th of each year. .
Section 2.3 Member Meetings
The Annual Meeting of the Members shall be held in July or August of each year in the vicinity of Lake Wenatchee, Washington, with the exact date and location to be determined by the President. At the Annual Meeting, Members shall approve an Annual Budget for the Association and elect Directors and Officers in accordance with Section 3.1. A special meeting of the Members for any purpose or purposes unless otherwise prohibited by statute may be called by the President or the Board.
Section 2.4 Notice of Meetings
Written notice of the place, day and time of the Annual Meeting and, in the case of a special meeting of Members, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting. Unless a Member has on file with the -1-
Secretary a request to receive written communications by mail, notice by electronic mail to the address on file with the Secretary shall be deemed sufficient.
Section 2.5 Voting
Only one individual Member from each lot shall be entitled to vote on each matter submitted to a vote at a meeting of the Members. Action on a matter is approved by majority vote, unless the question is one upon which a different vote is required by express provision of law, the articles of incorporation, or these bylaws.
Section 2.6 Action by Written Consent
The President or the Board may submit matters to the Members for written consent or approval. Any such request shall be delivered by electronic mail to the electronic mail address on file with the Secretary or, if the Member has on file with the Secretary a request to receive written communications by mail, to the mailing address on file with the Secretary. The request shall describe the matter to be approved, the action requested and the date by which the Member must respond, which shall be no less than 10 days from the date the request is mailed. Members may respond by electronic mail or mail. An affirmative response from a majority of Members shall constitute approval of the matter.
ARTICLE III. BOARD OF DIRECTORS
Section 3.1 Election; Officers; Qualification and Tenure
The Board of Directors (the “Board”) shall consist of three Directors to be elected by the Members at the Annual Meeting. At such election, the Members shall designate a President, Treasurer and Secretary from among the Directors. Directors must be Members of the Association. Unless removed in accordance with these bylaws, each Director shall hold office for a two-year term beginning on the day following the Annual Meeting and shall remain in office until the Director’s successor shall have been selected and qualified.
Section 3.2 Duties of a Director
The Directors of the Association must act in good faith, in the best interest of the Association and with due care. As a fiduciary, the Board is entrusted with the Association’s money and must be careful with the use of those funds. Among other things, each Director must examine financial statements to ensure the Association has adequate funds to pay its obligations and that those funds are being used to further the organization’s goals and mission. Each Director must act as an ordinarily prudent person would act. Directors are expected to use common sense and practical judgment, not necessarily be experts in every matter the Board considers.
Section 3.3 Board Meetings
The Board may specify by resolution the time and place for holding any regular meetings of the Board. A special meeting of the Board may be called by the President or any two Directors. Written or oral notice of special meetings of the Board stating the date, time, and place thereof shall be given at least 3 days prior to the date set for such meeting. Written notice is effective upon dispatch if such notice is sent to the Director’s address, facsimile number, telephone number or electronic mail address appearing on the records of the Association. Unless otherwise required by law, neither the business to -2- be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting.
The attendance of a Director at a meeting shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened.
Section 3.4 Quorum; Manner of Acting
Two Directors shall constitute a quorum for the transaction of any business at any meeting of Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board, unless the question is one upon which a different vote is required by express provision of law or the Articles of Incorporation or these Bylaws.
Section 3.5 Participation by Conference Telephone
Directors may participate in a regular or special meeting of the Board by, or conduct the meeting through the use of, any means of communication by which all Directors participating can hear each other during the meeting and participation by such means shall constitute presence in person at the meeting.
Section 3.6 Action by Board Without a Meeting
Any action permitted or required to be taken at a meeting of the Board may be taken without a meeting if one or more written consents setting forth the action so taken, shall be signed, either before or after the action taken, by all the Directors. Action taken by written consent is effective when the last Director signs the consent, unless the consent specifies a later effective date.
Section 3.7 Resignation
Any Director may resign at any time by delivering written notice to the President or the Secretary, or by giving oral notice at any meeting of the Directors or Members. Any such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.8 Removal
Any Director may be removed from office, with or without cause, by an affirmative vote of a majority of the Members present at the Annual or any Special Meeting of the Members.
Section 3.9 Vacancies
A vacancy on the Board may occur by the resignation, removal, or death of an existing Director, or by reason of increasing the number of Directors on the Board as provided in these bylaws and may only be filled as provided by these bylaws. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, except that the term of office of a vacancy to be filled by reason of an increase in the number of Directors shall continue only until the next election of Directors.
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Section 3.10 Compensation
By resolution of the Board and with consent of the Members, the Directors may be paid the reasonable expenses incurred, if any, for in carrying out the business of the Association. No other compensation shall be provided to Directors.
ARTICLE IV. DUTIES OF OFFICERS
Section 4.1 President
The President shall be the principal executive officer of the Association and, subject to the control of the Board, shall supervise the affairs of the Association, serve as or designate the presiding officer at the Annual Meeting of the Members and may establish committees to consider matters of importance to the Association. The President shall keep the Board informed of actions and seek their guidance on matters of major importance.
The President may sign notes, bonds, security documents, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the Association or shall be required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to his/her office and such other duties as may be prescribed by resolution of the Board from time to time.
Section 4.2 Secretary
The Secretary shall keep the minutes of the proceedings of the Members and Board; shall give notices in accordance with the provisions of these bylaws and as required by law; shall be custodian of the corporate records of the Association; shall keep a record of the names and addresses of all Members; may sign with the President, or a Vice-President, deeds, mortgages, bonds, contracts, or other instruments that shall have been authorized by the Board; and in general shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by resolution of the Board.
Section 4.3 Treasurer
The Treasurer manages the fiscal affairs of the Corporation, is responsible for keeping correct and complete books and records of account and supervising the billing and collection of dues. The Treasurer is authorized to pay bills of the Association as directed by the President. Provided that, any expenses in excess of $500 shall be authorized by the Board, and any expenses in excess of $2,500 shall be subject to the approval of the Members. Expenses included in the Annual Budget approved by the Members at the Annual Meeting shall require no additional authorization.
The Treasurer is authorized to perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by resolution of the Board. A financial report shall be submitted yearly at the Annual Meeting. The Treasurer shall not be required to give a bond for the faithful discharge of his/her duties.
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ARTICLE V. CONTRACTS, LOANS, CHECKS, DEPOSITS
Section 5.1 Contracts
The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and that authority may be general or confined to specific instances.
Section 5.2 Loans
No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board, which authority may be general. Loans in excess of $2,500 shall be approved by a majority vote of the Members present at the Annual Meeting or a Special Meeting.
Section 5.3 Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by the officer or officers, or agent or agents, of the Association and in the manner as shall from time to time be prescribed by resolution of the Board.
Section 5.4 Deposits
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in an Association controlled bank account. The Treasurer and the Secretary will have signature rights to the account.
Section 5.5 Loans to Directors and Officers
No loans shall be made by the Association to any officer, Director, or Member.
ARTICLE VI. MISCELLANEOUS PROVISIONS
Section 6.1 Books and Records
The Association shall keep correct and complete books and records of account; minutes of the proceedings of its Members, the Board, and any committees designated by the Board, and such other records as may be necessary or advisable.
Section 6.2 Fiscal Year
The fiscal year of the Association shall be from August 1 to July 31, or such other fiscal year as may be determined by resolution adopted by the Board.
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Section 6.3 Copies of Resolutions
Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board when such records are certified by the President or Secretary.
Section 6.4 Amendments to these Bylaws
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by a majority vote of the Members present at the Annual Meeting or a Special Meeting; provided that each Director received notice five (5) days prior to the meeting indicating the text of the proposed bylaw amendment and that a bylaw amendment would be voted upon at the meeting.
ARTICLE VII. SECRETARY’S CERTIFICATION
The undersigned, being the Secretary of the Corporation, hereby certifies that these bylaws are the bylaws of the Lake Wenatchee Summer Home Association, adopted by resolution of the Directors on August 4, 2012.
DATED this 4th day of August, 2012.
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Karen J. Boyle, Secretary
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