MEADOW SPRINGS SECOND NINE
The name of the Association is
Meadow Springs Second Nine Home Owners Association
The purposes for which the Association is organized are:
a) To develop a community designed for safe, healthful and harmonious living.
b) To promote the collective and individual interests and rights of all persons owning property in the Subdivision known as Meadow Springs Second Nine situated in Benton County, Washington.
c) To care for the improvements and maintenance of the common areas, greenbelts, and any facilities of any kind dedicated to the community use of the Subdivision, which now exist or which may hereafter be installed or constructed therein.
d) To cooperate with the owners of all vacant and unimproved lots now existing or that hereafter shall exist in the Subdivision in keeping them in good order and condition, in preventing them from becoming a nuisance and a detriment to the beauty of the Subdivision and to the value of the improved property therein, and to take an action with reference to such vacant and unimproved lots as may be necessary or desirable to keep them from becoming such nuisance and detriment. The lot owner has the ultimate responsibility for upkeep of lot.
e) To aid and cooperate with the members of the Association and all property owners in the Subdivision in the enforcement of such conditions, covenants, and restrictions on and appurtenant to their property as are now in existence, as well as any other conditions, covenants, and restrictions as shall hereafter be approved by the Commission and City Council of the City of Richland, having jurisdiction in relation to any zoning that may affect any portion of the subdivision.
f) To exercise any and all powers that may be delegated to it from time to time by the owners of real property in the subdivision.
g) In general, to do everything necessary, proper, or advisable for the accomplishment of the purposes hereinabove set forth.
a) Eligibility. Every present and future owner of a lot or residential unit in the Subdivision shall be a member of the Association.
b) Membership. Membership shall include an undertaking by such owner to comply with these Bylaws and the rules and regulations adopted by the Association. Membership shall be accompanied by payment of the first year's assessment in advance,
c) Termination. Membership in the Association shall terminate on a member's ceasing to be an owner of a lot or residential unit in the Subdivision.
Meeting of Members
1. Annual Meetings. An annual meeting of the members of the Association shall be held on the third Tuesday of March each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed shall be a legal holiday, such meeting shall be held on the succeeding day not a legal holiday.
2. Regular Meetings. In addition to the annual meetings, regular meetings of the members shall be held at such time as shall be determined by the Board of Directors.
3. Special Meetings. It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by not less than 2/3 of the members. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four fifths of the members present.
4. Place of Meetings. Meetings of the Association shall be held at a suitable place convenient to the members as maybe designated by the Board of Directors.
5. Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each annual, regular or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each member entitled to vote, at least 5 but not more than 10 days prior to such meeting, except in the case of meetings called to increase assessments which shall be governed by the declarations.
6. Quorum. The presence at any meeting, in person of 30 members shall be necessary and sufficient to constitute a quorum for the transaction of business.
7. Adjourned Meetings. If any meeting of members cannot be organized because a quorum has not attended, the members who are present may adjourn the meeting to a time not less than 48 hours from the time the original meeting was called.
8. Voting. The Association shall have two classes for voting:
a. Class A - Class A members shall be the owners with the exception of the developer. Class A members shall be entitled to one vote for each lot or unit in which they have an interest. When more than one person holds such interest in any lot or unit, all such person shall be members. The vote for such lot shall be exercised as they, among themselves determine, but in no event shall more than one vote be cast with respect to any lot or unit.
b. Class B - Class B members shall be the developer. Class B members shall be entitled to three votes for each lot in which it holds an interest. Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier: (a) when the total votes in Class A membership equals the total votes in Class B membership, or (b) on July 1, 1994.
9. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the members present at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by these Bylaws or the declarations.
10. Order of Business. The order of business at the annual meetings of the members shall be as follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of officers.
e. Reports of committees.
f. Election of directors.
g. Unfinished business.
h. New business
Board of Directors
1. Number and qualification. The affairs of the Association shall be governed by a Board of Directors composed of nine persons, all of whom must be members of the Association.
2. Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or by these Bylaws directed to be exercised and done by the members.
3. Other Duties. In addition to duties imposed by these Bylaws or by resolutions of the Association, the Board of Directors shall be responsible for the following:
a. Care, upkeep and surveillance of the Subdivision and the common areas and facilities.
b. Collection of annual assessments from the members.
c. Designation and dismissal of the person(s) necessary for the accomplishment of the purposes of the Association.
4. Election and Term of Office. At the first annual meeting of the Association the term of office of three Directors shall be fixed at three years, the term of office of three Directors shall be fixed at two years; and the term of office of three Directors shall be fixed at one year. At the expiration of the initial term of office of each respective Director, his successor shall be elected to serve a term of three years. The Directors shall hold office until their successors have been elected and hold their first meeting.
5. Vacancies. Vacancies of the Board of Directors caused by any reason other than the removal of a Director by a vote of the Association shall be filled by a vote of majority of the remaining Directors, even though they may constitute less than a quorum, and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.
6. Removal of Directors. At any annual, regular or special meeting duly called, any one or more of the Directors may be removed with or without cause by a majority of the members and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.
7. Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within ten days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.
8. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three days prior to the day named for such meeting.
9. Special Meetings. Special meetings of the Board of Directors may be called by the President on three days notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least three Directors.
10. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may in writing, waive notice of such meeting and such waiver shall be deemed equivalent to giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
11. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Designation. The principal officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by and from the Board of Directors. The Directors may appoint an assistant treasurer, and an assistant secretary and such other officers as in their judgment may be necessary.
Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board.
Removal of Officers. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.
President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of president of an Association, including but not limited to the power to appoint committees from among the members from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association.
Vice President. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to so do on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors.
Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association; he shall have charge of such books and papers as the Board of Directors may direct; and he shall, in general, perform all the duties incident to the office of the Secretary.
Treasurer. The Treasurer shall have responsibility for Association funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all moneys and other valuable effects in the name, and to the credit, of the Association in such depositaries as may from time to time be designated by the Board of Directors.
a) Membership Committee. At the first meeting of a newly elected Board of Directors a Membership Committee shall be elected, consisting of 5 members, at least one of whom shall be a director. The Membership Committee shall act on applications for membership as received and submit a report of their actions to the Board of Directors at its next regular meeting for review. Such approved membership lists shall be made a part of the Board minutes.
b) Architectural-Control Committee. (Amended March 1977) At the first meeting of a newly elected Board of Directors an Architectural Control Committee shall be elected, consisting of 5 members, at least one of whom shall be a director. The Architectural Control Committee shall make certain that no buildings shall be erected except upon conformity and harmony of external design with the existing structures in the Subdivision consistent with the declarations.
c) Other Committees. The Board of Directors may appoint such other committees as it may deem advisable. Each committee shall have such powers and. authority as shall be specified by the Board of Directors. Each such committee shall have at least one director thereon.
1. Annual Assessments. The annual assessments shall be $36.00 per year, subject to such modification as a majority of the Directors may determine, provided, however, that no increase above $36.00 per year may be determined without two-thirds of the members approving such increase, except that a simple majority shall be sufficient if the increase does not exceed 3% per year.
2. Payment of Annual Assessments. The annual assessments shall be payable in advance on the first day of the month after which a member is admitted to membership and thereafter on the first day of January of each year.
3. Special Assessments. Special assessments may be levied on members of the Association only by a vote of two-thirds of the majority of all members of the Association.
4. Default of Payment of Assessments or Special Assessments.
(a) When any member shall be in default in the payment of assessments for a period of 60 days from the date on which assessments become payable, he shall, for purposes of voting, not be considered as a member in good standing, in addition, such member shall be dropped from active membership and placed on the inactive list. Such member shall not be reinstated until he has paid dues and assessments in full, and until such time as such member is reinstated, he shall have no rights of any kind arising out of a membership in the Association.
(b) In addition to the foregoing, if any member shall fail to pay his assessments, the amount of the unpaid assessments shall become a lien on such member's lot or residential unit in the Subdivision in favor of the Association, and the Association shall have the right to record a notice of claim of lien and proceed thereon in accordance with the provisions of the declarations for the Subdivision for the foreclosure and enforcements of liens; or, in the event the Association shall not record a lien, it shall have the right to commence an impersonal action against such member for the collection of the unpaid assessments in any court of competent jurisdiction.
5. Assignment of Assessments. In the event any member whose assessments are paid shall, during the year in which such assessments are paid, terminate his membership by sale of his lot or residential unit in the Subdivision, he shall be entitled to assign to the buyer of such lot or residential unit the benefit of the paid up assessments.
Rules and Regulations
The Board of Directors shall adopt such rules and regulations as may be necessary or appropriate for the accomplishment of the Purposes of the association. Such rules and regulations shall become effective when approved by a two-thirds vote of the members of the Association, and when so approved shall become a part of these Bylaws.
These Bylaws may be amended or repealed, or new bylaws may be made and adopted, at any annual, regular or special meeting of the members of the Association, by a majority vote of all the members entitled to vote, provided that notice of intention to amend shall have been contained in the notice of the meeting.
(Amended March 1978) Any Board or Committee member with 3 or more unexcused absences from Board or Committee meetings during the year will be subject to removal. The action may be initiated by any Board or Committee member; however, removal requires 2/3 voting majority of the Board. Absences due to illness, employment, and personal business are to be considered excused as long as they are communicated to at least one Board or Committee member, prior to the scheduled meeting.