The following are By-Laws of the THREE MEADOWS OWNERS ASSOCIATION, a non-profit corporation in the State of Washington. These By-Laws provide for the operation, ownership and maintenance of the water system, road system and other common areas of the property known as THREE MEADOWS which is legally described in the attached Exhibit A.
All present and future owners, mortgagees and other encumbrances, lessees, tenants, licensees, and other occupants, and their guests and employees, and any other person who may use the facilities of the Association are subject to these By-Laws, the Declaration of Restrictions, Covenants and Conditions of Three Meadows, and the rules and regulations pertaining to the use and operation of the Association properties as may be adopted by the Association.
No waiver of a breach of any of the covenants, conditions or restrictions shall be construed to be a waiver of any subsequent breach. Likewise, failure to enforce any covenants, condition or restriction shall not be construed as a waiver of the ability to enforce the covenant, condition or restriction.
ARTICLE 1: DEFINITIONS
Section 1.01: ARTICLES means the Articles of Incorporation of Three Meadows Owners Association filed with the Secretary of State, establishing the Association as a nonprofit corporation.
Section 1.02: ASSOCIATION means the Three Meadows Owners Association, its successors and assigns.
Section 1.03: BY-LAWS means the By-Laws adopted by Three Meadows Owners Association.
Section 1.04: COMMON LAND means all the real property described in Exhibit B and the reserved Easements included in the legal descriptions of the thirty parcels described in Exhibit B.
Section 1.05: COMMON PROPERTY is an inclusive term referring to all the real and personal property owned by the Association.
Section 1.06: THREE MEADOWS means the real property described by the legal description in Exhibit A to this document. Such property includes the common land and thirty individual parcels.
Section 1.07: COVENANTS means the Declaration of Restrictions, Covenants and Conditions of Three Meadows. S
Section 1.08: OWNER means the record owner, whether one or more persons or entities with fee simple title to any Parcel, including contract purchasers, but excluding any party holding an interest in the property as security for the performance of an obligation. For purposes of this declaration, multiple owners of a single parcel shall be treated as a single owner.
Section 1.09: PARCEL means each lettered tract described in the attached Exhibit B and recorded as San Juan Auditor’s File #83741, Declaration of Trusts and Uses.
Section 1.10: ROADS means the private roads shown on the map, attached as Exhibit C, which provide access to the driveways of the Parcels, Common Area and County Roads.
Section 1.11: BOARD OF DIRECTORS means the elected officers of the Association which consists of the President, Vice-President, Treasurer, Secretary and the Past-President, or any officer appointed by the Board of Directors to fill a vacancy in one of the five offices.
Section 1.12: MEMBER means the person entitled to cast a vote, on behalf of a given parcel, on issues which come before the Association for action, as more fully described in Article II herein. There shall be one membership and one vote for each parcel.
ARTICLE II: MEMBERSHIP, REGISTER, VOTING
Section 2.01 Membership.
(a) The association shall have one class of members, who shall be the Owners of parcels in Three Meadows subject to the provision set out in 2.01(b). Each owner of a Parcel shall have a one-thirtieth (1/30) interest in the Three Meadows Owners Association. Each Owner shall, upon purchasing such a parcel, automatically become a member of the Association. Notice shall be given to the Association of any change in ownership in Three Meadows.
(b) 1. Any lot purchased or owned by a partnership, corporation, other legal entity, or more than one individual, shall designate one individual to be “member.”
2. Where one entity or individual(s) owns more than one lot, another person shall be designated as the “member” for each such additional lot.
(c) There shall be thirty members (one for each parcel) in the Association. Each member shall have one vote. The right to one, and only one, vote runs with each parcel. The voting member shall be designated in advance of meetings where votes are taken. In case of dispute among multiple Owners, the Board of Directors shall establish the voting member until the dispute is resolved. Certificates evidencing membership in the Association may be issued by the association to all of its members or, at the discretion of the Board of Directors, certificates may be dispensed with and the membership recorded by the Owners Association upon the corporate books.
Section 2.02. Persons under disability. Minors and persons declared legally incompetent shall be eligible for membership in the Association, if otherwise qualified, but shall not be permitted to vote except through a legally appointed, qualified and acting guardian of their estate voting on their behalf, or, in the case of a minor with no legal guardian of his estate, through a parent having custody of the minor.
ARTICLE III: MEETINGS OF MEMBERS
Section 3.01. Place. Meetings of the members of the Association shall be held at such suitable place on San Juan Island, Washington, as may be convenient to the membership and designated from time to time by the Board.
Section 3.02. Annual meeting. The annual meeting of the Association shall be held on a date fixed by the Board in the third quarter of each year. If the Board fails to specify a date prior to August 15th, then the meeting shall be held on the second Saturday in September. At such annual meetings a financial report shall be presented, the members shall elect officers of the Association and shall vote to approve assessments, user fees, and charges for the coming year and conduct such other business as shall come before the membership.
Section 3.03. Special Meetings. It shall be the duty of the president to call a special meeting of the Association as directed by resolution of the Board or upon the written request of a majority of the Board or upon the written request of five owners. A meeting called at the request of the members shall be held at such time as the president may fix, which shall not be less than 15 nor more than 30 days after the receipt of the written request therefor.
Section 3.04. Notice of Meetings. It shall be the duty of the secretary to give written, telephone or telegraphic notice of each annual and special meeting to each member, stating the purpose thereof, agenda and the time and place where it is to be held. Notice shall be given or postmarked at least 10 days before any meeting. A member may waive notice of any meeting. Attendance by a member at a meeting of the Association shall be a waiver by member of timely and adequate notice unless member expressly challenges the notice when the meeting begins.
Section 3.05. Quorum. The presence in person or by written proxy of members of the Association representing a majority of the parcels shall constitute a quorum for the transaction of business at any meeting of members of the Association.
Section 3.06. Proxies. Any parcel owner or voting representative may vote by proxy. proxies shall be in writing or by telex, signed by the lot owner, or voting representative, and filed with the Board. Proxies may be revoked at any time by written notice to the Board. Any designation of proxy must be signed by all members of a lot but where husband and wife are owners, the proxy need be signed by only one spouse unless the other spouse notifies the Board not to accept the proxy.
Section 3.07. Voting.
(a) Except as otherwise provided either by statute, by the Declaration of Covenants, Conditions and Restrictions, or by the By-Laws, passage of any proposal submitted to a vote at a meeting where a quorum is in attendance, shall require the affirmative votes of the majority of those present or represented by proxy and eligible to vote. Procedures for amending the By-Laws are set out in Article XI of the By-Laws. An amendment to the Declaration of Covenants, Conditions and Restrictions must be passed by at least 24 affirmative votes (80% of the total possible votes). Any alienation of the common land or the procedures such alienation shall require the affirmative vote of all thirty Owners as set out in the Declaration of Covenants, Conditions and Restrictions.
(b) Any Owner whose assessments, dues or other charges are unpaid on the day of the annual meeting shall be deprived of the right to vote by the Board of Directors at the annual meeting, PROVIDED, HOWEVER, that every member shall be entitled to vote on the alienation of the common land or a change in the procedures for alienating the common land regardless of any liens or unpaid charges. Voting rights shall be reinstated when past due assessments, fees and charges (including interest) have been paid in full to the Treasurer. (amended September 25, 2001)
Any Owner affected by such suspension shall be afforded a reasonable opportunity of a hearing by the Board of Directors of the Association within 30 days of delivering a written request for a hearing with the Secretary or President of the Association.
Section 3.08. Order of Business. The order of business at meetings of the Association shall be as follows unless dispensed with on motion: (a) Roll call; (b) Proof of notice of meeting or waiver of notice (c) Minutes of preceding meeting; (d) Reports of officers; (e) Reports of committees; (f) Election of officers (only at annual meeting) (g) Budget presentation and approval of assessments (only at annual meeting); (h) Unfinished business; (i) New business; (j) Adjournment
Section 3.09. Parliamentary Authority. In the event of dispute, the parliamentary authority for the meetings shall be the most current available edition of Robert’s Rules of Order.
Section 3.10. Informal Action. Any action required or permitted to be taken at a meeting of the members, may be taken without a meeting if a written consent, setting forth the action to be taken is approved in writing by all the members entitled to vote with respect to the subject matter thereof. Any such consent shall be inserted in the minute book as if it were the minutes of a membership meeting.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.01. The business and property of the Association shall be managed by a board of five directors. The Board of Directors shall consist of the elected President, Vice-President, Treasurer, Secretary, and the Past President. Only owners shall serve as officers and on the Board of Directors.
Section 4.02. Directors and officers of the Association shall be nominated each year in person or by proxy at the annual meeting. Election shall be by the majority of the votes received by written ballot. There shall be no cumulative voting. Members attending the meeting may complete and submit a written ballot at the meeting. Ballots shall be mailed to all other Owners within ten days after the annual meeting. All ballots shall be counted thirty days after the annual meeting. Each member is entitled to one vote.
Section 4.03. The term of office for each Director shall be for one year following election and each Director shall serve until his/her successor shall be elected.
Section 4.04. When a vacancy occurs on the Board, the remaining Board members shall appoint a replacement or serve until the election of a new Board member at the next annual meeting.
Section 4.05. The Board of Directors shall be responsible for conducting the affairs of the Association and for interpretation and enforcement of the covenants and by-laws of the Association by any proceedings at law or in equity. The Board shall make no decision, enter into no agreement and take no action that violates the By-Laws, Covenants, Articles of Incorporation or any other decision properly voted on by the membership of the Association at any official meeting. The Board has the power to collect dues levied by the Association and to establish liens for nonpayment of dues and assessments as set out in these By-Laws and the covenants. The Board has the duty to present a budget for the coming year at the annual meeting. The Board shall also propose assessment s and annual user fees which shall be voted on by the members. Any assessments and fees must be approved by the affirmative votes of a majority of those represented in person or by proxy at a duly-constituted annual meeting.
Section 4.06. A majority of the Board of Directors (three) shall be necessary to constitute a quorum for the transaction of routine business. Any action of the Board shall require three (3) affirmative votes.
Section 4.07. All Board meetings, with the exception of grievance hearings, are open to all members. Board meetings must be held a t a time and place announced to all members. All Board meetings must be announced to the membership by a letter to the members to be sent at least ten days before the meeting date. A telephone poll of Board Members may be taken in exceptional cases when requested during a duly constituted Board meeting. In such event, a written text shall be used to poll all Board members and that text shall be written into the minutes of the next regular meeting and initialed as approved by all members so polled.
ARTICLE V: OFFICERS
Section 5.01. The principal officers of the Association shall be a president, a vice president, a secretary and a treasurer.
Section 5.02. The president shall preside at all Directors and annual meetings and shall perform all such other duties as are incident to the office (subject to the provisions of these By-Laws) or may be required by the Board of Directors.
Section 5.03. The Vice-president shall assume the duties assigned to that office by the president and shall assume the duties and functions of the president in the latter’s absence or upon the president’s resignation.
Section 5.04. The Secretary shall keep the minutes of the Board and annual meetings and shall attend to the giving and serving of all notices of the Association and be the custodian of the Corporate Seal.
Section 5.05. The treasurer shall keep all accounts of the Association and shall record all monies received and disbursed by the Association and shall, with the assistance of the Board, prepare and present an annual budget for the coming fiscal year (January through December) at the annual meeting. The proposed annual budget shall include a proposed set of fees and/or other means for generating necessary revenue for the operation and maintenance of the Association and its assets.
Section 5.06. Any committees appointed by the Board shall act only under the direction of the Board and shall not assume any powers belonging to the Board.
ARTICLE VI: CONTRACTS, CHECKS AND DEPOSITS
Section 6.01. The Board has the authority to enter into contracts dealing with the maintenance and insurance of Three Meadows property. All other contracts entered into by the Association must be presented to the general membership and receive the affirmative vote of a majority of those represented in person or by written proxy at a duly constituted meeting. Such a vote shall be taken prior to entering into any such contract. The Board has no authority to alienate the common land without the unanimous, affirmative vote of all thirty members of the Association.
Section 6.02. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents, of the Association and in such manner as determined by resolution of the Board.
Section 6.03. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select.
ARTICLE VII: OBLIGATION OF LOT OWNERS
Section 7.01. Owners are obligated to pay assessments imposed by the Association to meet common expenses as provided in the Declaration of Covenants, Conditions and Restrictions and these By-laws. Assessments and fees are due 30 days after the Owner has been billed by the Treasurer. For purposes of filing and removing liens, payment by personal check will not be considered received until the Treasurer has cashed the check.
Section 7.02. Each lot owner shall comply strictly with the Declaration of Covenants, Conditions and Restrictions, these By-Laws, and with the administrative rules and regulations adopted pursuant thereto, as they may be lawfully amended from time to time, and with the covenants, conditions and restrictions set forth in the deed to his/her lot. Failure to comply with any of the foregoing shall be grounds for an action to recover sums due, damages and for injunctive relief, or any or all of them, maintainable by the Board or by a particularly aggrieved lot owner.
Section 7.03. Water Systems shall be the responsibility of the lot owners who are using them and not of the Association. All users shall share the monthly operating expense and may designate one user to keep records and pay monthly bills. All users shall share equally in maintenance and repair expenses, except in a case where damage to a water system is directly caused by the negligence of a single user. In such case, the expense incurred shall be borne by that user who shall immediately restore the system to its previous condition. Water systems are for household use only. Gardens shall be watered from ponds by systems installed and maintained by the gardeners and approved by the Board. In the event of non-compliance with these regulations, any user may notify the Board of Directors to initiate a grievance procedure as set forth hereinafter.
Section 7.04. No lot owner, guest, or leasee shall cut down a tree (on a parcel or on the common land) with a butt diameter of larger than twelve inches without the prior permission of the Board of Directors.
ARTICLE VIII: COMMON LANDS
Section 8.01. The Common land includes approximately 217 acres and is legally described in Exhibit B, and the easements described in Exhibit C. The Common Land does not include the individual parcels described in Exhibit C. Common land includes forest, meadows, fields, ponds, marshes and common property such as the barn and equipment. Management of these common lands is hereby assigned to the Board of Directors who shall manage the lands within the guidelines set out in these By-Laws and the Covenants.
Section 8.02. Common lands shall not be used for commercial purposes without formal action by the Board of Directors after putting the matter to a vote of the membership as described in Section 6.01. Any commercial use of the common land shall require payment to the Association by the user of a fee to be established by the Board. Any approval granted by the Board of Directors for commercial uses shall be for no more than one year.
a. Commercial purposes shall include the raising of crops or livestock for profit, OR for sale or trade outside of Three Meadows.
b. Commercial purposes include excessive use of roads by large equipment and trucks.
c. Commercial purposes include storage of goods, equipment, or other material used or expected to be used in a profit-making endeavor.
d. Commercial purposes include the rental or lease of all or a portion of the common land to anyone.
Section 8.03. Common lands may be used for:
a. Minor commercial ventures by the Association such as leasing fields for pasture, Such leases shall be for no more than one year and shall be approved by the members as set out in Section 6.01.
b. Hobby farming by lot owners. Hobby farming is defined as keeping of animals for personal use and not for profit. The Board shall set limits as to the maximum number of animals allowed each owner on the common land. Allowable numbers of animals may not be transferred from one lot to another without Board permission.
c. There shall be no hunting in Three Meadows. The trapping, or killing of smaller animals, such as rabbits, for purposes of pest control shall be only by permission of the Board.
Section 8.04. No part of the common area shall be sold, divided or transferred without the unanimous, affirmative vote of all thirty members. Each member shall be entitled to a vote (as described in Section 2.01 of the Declaration of Restrictions, Covenants and Conditions) on the sale, division, or transfer of any portion of the common area regardless of whether the Owner of the parcel is the subject of a lien on his or her property by the Association.
ARTICLE IX. KEEPING RECORDS AND REPORTS
Section 9.01. The Board shall caused to be kept complete detailed, and accurate books and records of the receipts and expenditures of the Association, in a form that complies with generally accepted accounting principles. The books and records, authorizations for payment of expenditures, and all contracts, documents, papers and other records of the Association shall be available for examination by the lot owners, lot mortgagees, and the agents or attorneys of either of them, during normal business hours and at any other reasonable time or times.
ARTICLE X: GRIEVANCE PROCEDURES
Section 10.01. To resolve disputes between parcel owners regarding the interpretation or application of the Covenants or By-Laws of the Association, the involved parcel owner may seek resolution of the matter through the following grievance procedure. Grievance procedures cannot be used to change the By-Laws or covenants.
Section 10.02. Step 1. The grievant(s) should attempt to personally discuss the grievance with the other party involved.
Section 10.03. Step 2. If the attempts at discussion do not resolve the problem, either party may submit a written grievance to the Board of Directors. The written grievance should state the names of the parties involved, the date the grievance is submitted, and a brief statement of the grievance and the remedy sought. The Board shall set a hearing date (executive session) as soon a possible but no later than 30 calendar days after the date the grievance was submitted. Attendance at the executive session shall be limited to the Board of Directors and the parties to the grievance. Written notice of the grievance hearing must be sent to the parties to the grievance. Any decision made by the Board shall be in writing.
Section 10.04. Step 3. If the Board’s decision does not resolve the grievance to the satisfaction of the parties named in the grievance, either party may request an arbitration proceeding as follows:
1. A written demand must be served upon the Board and the other party within fourteen (14) days of the Board’s written decision on the grievance.
2. Each side shall nominate an arbitrator in writing within ten (10) days of a written demand for arbitration.
3. These two arbitrators shall, within ten (10) days of their written nomination, agree on and appoint a third arbitrator in writing.
4. The three arbitrators shall hold an arbitration hearing within fourteen (14) days of the third arbitrator’s appointment and promptly render a written decision.
5. The decision of any two of the three arbitrators shall be final.
6. The parties shall be bound by the arbitration decision except for fraud or if the decision exceeds the subject matter of these By-Laws or Covenants.
ARTICLE XI: AMENDMENTS
Section 11.01. Any lot owner or owners who desire that these By-Laws or the Declaration of Restrictions, Covenants and Conditions be amended may propose amendments to the Board. If an amendment is proposed by owners of five or more of the parcels in Three Meadows, it shall be submitted to the members of the Association for their consideration at their next annual meeting or a special meeting for which timely notice is given. Notice of a meeting at which an amendment is to be considered shall include the text of the proposed amendment. Amendments may be adopted at a meeting of the Association or by written consent of the requisite number of persons entitled to vote, after notice has been given to all persons entitled to receive notice of a meeting of the Association.
Section 11.02 By-Laws. An affirmative vote by 23 members shall be required for an amendment of Article XI of the By-Laws. All other amendments of the By-Laws shall be adopted if approved by 18 affirmative votes.
Section 11.03 Covenants. An affirmative vote by 24 members shall be required for an amendment to the Declaration of Restrictions, Covenants and Conditions PROVIDED, HOWEVER, that any alienation of the common land or amending the procedures for alienating the common lands shall require the affirmative votes of all 30 members of the Association.
Section 11.04 Articles of Incorporation. The articles of incorporation may be amended from time to time in as many respects as may be desired following procedures set out in Revised Code of Washington 24.03.
ARTICLE XII: DISSOLUTION In the event of dissolution of the Three Meadows Owners Association, ownership of the common land shall be treated as a tenancy in common. Upon dissolution all Owners shall have the absolute right to an undivided 1/30 ownership share in the property described in Exhibit B.
ARTICLE XIII. INDEMNIFICATION
Section 12.01. To the full extent permitted by the Washington Non-Profit Corporation Act, each member of the Board of Directors, each member of a committee and each officer of the Association shall be indemnified by the Association against all expenses and liabilities, including attorney’s fees, reasonably incurred by or imposed in connection with any proceeding to which he or she may be a party, or in which he or she may become involved, by reason of holding or having held such position. Such indemnification shall cover any settlement of a claim, whether or not he or she holds a position at the time such expenses or liabilities are incurred, except to the extent such expenses and liabilities are covered by insurance and except in such cases wherein such person is adjudged guilty of willful misfeasance in the performance of his or her duties. PROVIDED, HOWEVER that indemnification applies only to those acting in good faith and within the scope of their duties; and that in the event of a settlement, the indemnification shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of the Association.
Attachments:
A. Legal Description of Three Meadows
B. Legal Description of the Common Land and Individual Parcels
C. Map of Community Roads of Three Meadows
Three Meadows Owners Association 