BYLAWS OF RIMROCK MEADOWS ASSOCIATION
Article
I-Purpose
The Association shall be
conducted as a nonprofit social and maintenance organization for the purposes
generally set forth in the Articles of Incorporation concerning the development
and sale of property at Rimrock Meadows in Douglas County, Washington.
The purpose of the Association shall be in part to maintain shared
facilities and infrastructure for the enjoyment, pleasure and benefit of the
Membership as set forth below. The
Association may authorize the Board of Directors of Rimrock Meadows to draw,
enact, and enforce regulations governing access to and use of shared facilities
and infrastructure for the purpose of maintaining and preserving said facilities
and infrastructure, maintaining peace and tranquility, minimizing harmful,
excessive or costly impact on said facilities and infrastructure, and for the
purpose of ensuring access and to provide for the enjoyment, welfare and
security of the Membership. The
Association shall authorize such regulations and shall take or authorize such
actions as it may determine to be in the general interests of the lot owners and
Rimrock Meadows. The Association
shall take no action that unduly favors either those owners who have purchased
lots primarily for recreation, or those owners who have purchased lots with the
intent to establish permanent residence now or in the future. The Association shall therefore be conducted so as to
preserve Rimrock for both recreational and residential lot owners.
2.1 Authorization to sell lots.
The Association is authorized to sell real property consisting of the
platted lots in the area known as Rimrock Meadows in Douglas County, Washington.
The Association may appoint agents to show lots for sale to prospective
purchasers, and may enter into legal agreements and derive income from the sale
of lots or transfer ownership of said lots from the Association to purchasers.
Notwithstanding the conditions set forth in section 2.8 below, the
Association may, with approval of the Board of Directors, sell, lease, grant
rights to enter upon, or may withhold from sale or withhold the right to enter
upon, portions of Rimrock Meadows within Divisions or other legal description
when the sale, lease, rights to entry, or the withholding of sale or rights to
entry benefits the Association. Said
benefits may generally include but are not strictly limited to preservation of
sections of Rimrock Meadows in a natural or undeveloped state, the preservation
and protection of various species of plants or animals, the creation of fire
breaks, the control of access, the preservation and control of hunting or
fishing, other sporting used including use by off-road vehicles, and activities
relating to conservation.
2.2 Charter Regular Membership.
Charter Regular Memberships are limited to those owners or purchasers of lots
obtained through reaffirmation of their contract obligations and /or approval of
the Third Amended Plan of Reorganization of NAAC of Washington, Inc., in the
area known as Rimrock Meadows. As a consequence of the approval of the Plan for
Dissolution of Rimroc Meadows of Washington, Inc. dues of Charter Regular
Members shall be as set forth in said plan.
Except for dues, the rights and obligation of Charter Regular Members are
identical to those of Regular Members.
2.3 Regular Membership.
Regular Membership in the Association shall consist of and be limited to
individual owners of single or multiple lots, or individual purchasers of lots
in the area know as Rimrock Meadows, or any platted portion thereof according to
plats filed or plats as may hereafter be filed or amended, in Douglas County,
Washington according to the following general provisions. Regular Members shall
be defined as: a) an individual; b) a marital community consisting of two
individuals whether self declared, or as defined by statute; c) several
ownership such as joint tenancy, where such several ownership does not
contemplate use outside that which would normally and customarily pertain or
extend to individuals or marital communities, and their immediate families.
Regular Members may extend and confer Use Privileges of the shared facilities
and infrastructure to their minor children, their immediate family, and to
occasional guests, subject to any rules and regulations governing such use as
may be in force or hereinafter enacted by the Board of Directors of the Rimrock
Meadows Association.
2.4 Membership Inseparable from Lots. Membership in the Rimrock Meadows Association shall be
inseparably appurtenant to lots owned or being purchased by Members.
By virtue of ownership or purchase, a Member shall be entitled to one
vote for each lot owned or being purchased.
Votes may be cast and the right to vote exercised at annual meetings of
the Association on issues for which votes are called, and at such other
occasions as may be authorized by the Board of Directors.
Additionally, The Rimrock Meadows Association offers, and the Member
accepts, the privilege to use the Rimrock Meadows shared facilities and
infrastructure, and the Member acknowledges the obligation created by the
acceptance of Membership privileges to adhere to regulation governing such use
as may now be in effect or as may hereafter be enacted by the Board of
Directors. Upon the transfer of ownership of the lot by sale, gift,
inheritance, the making of a contract for sale, or other instrument of
conveyance, the Membership appurtenant thereto shall be deemed to be transferred
to the new owner or purchaser, and the former Member shall thereafter release
and relinquish all rights and privileges formerly pertaining to a Member of the
Association. Membership shall not
be conveyed or transferred in any other manner.
The privileges and obligations pertaining to use of the shared facilities
and infrastructure shall also be deemed to be transferred to the new owner or
purchaser.
2.5 Non-Forfeiture of Membership and
Non-Consolidation of Lots. Once a Member has paid for the lot in full, Membership shall not be
forfeited, nor shall a Member consolidate the Membership by consolidating lots,
nor shall a Member be expelled from the Association except for non-payment of
dues. At the discretion of the
Board of Directors, Members whose dues fall in arrears may however be declared
“Members Not In Good Standing”, and as such, said Member and any persons to
whom Member has extended Use Privileges may be denied use of or access to shared
facilities until such time as the Member’s dues are again current.
2.6
Associate Membership. Children of Members, upon reaching the age
of 21 years, others of Members immediate family, and occasional guests of Members may apply for Associate Membership if
sponsored by a Member. Associate Members shall not have the right to
vote. The Association offers, and Associate Members accept, the privilege
to use the shared facilities and infrastructure and acknowledge the obligation
created by acceptance of Use Privileges to adhere to regulations governing
such use as may now be in affect or as my hereafter be enacted by the Board of
Directors. With the exception of voting rights, Associate Members shall
meet the definition of Regular Membership as set forth herein.
Applications for Associate Membership shall be reviewed for approval by
the Board of Directors or their designee(s), and the fee, conditions, and
term for Associate Memberships will be set by the Board of
Directors. Approval of applications for Associate Membership shall
not be unreasonably withheld, provided the Associate Member meets the same
general criteria as a Regular Member.
2.7 Voting Rights.
Members shall be entitled to cast one vote per lot owned or being purchased by
them. but not more than one vote per lot shall be cased regardless of the number
of owners thereof. Either party without presentation of authority
from the other may cast the vote for any lot owned by a marital community as
heretofore described; however
if both are present, both must agree to cast a vote.
In the event a marital community owns more than one lot and the parties
of said community do not agree, they may alternate their votes per lot.
Should a lot be owned by Joint
Tenants or
other form of several ownership, the vote may be cast by any one
individual
representing said Tenants
or several owners, upon presentation of written authority there from.
There shall be no cumulative voting in elections for Directors.
2.8 Joint
and Several Ownership. It is the intent of the
Rimrock Meadows Association to maintain Rimrock Meadows as a community of
individual owners and Members. As
such, individual owners and Members are generally described as:
a) an individual; b) a marital community consisting of two individuals
whether self declared, in common law, or as defined by statute; c) several
ownership such as joint tenancy where such several ownership does not
contemplate use outside that which would normally or customarily pertain or
extend to individuals and families. The
Rimrock Meadows Association shall not offer lots for sale or purchase to
organizations or concerns the interests of which is to subdivide, re-sell,
consolidate, broker, rent, offer time shares, barter, distribute, assign, or
convey the right to occupy a lot or lots, or convey, extend, or confer Use
Privileges to third parties. The
Board of Directors, at its discretion, may act to obtain injunctive relief and
may otherwise in any manner not prohibited by law, prevent or nullify the sale
or conveyance of lots in Rimrock Meadows should it determine such sale or
conveyance falls outside the description of individual owners and Members as
described above.
2.9 Rental, Succession and Assignment. Lot Owners and members may rent or sub-let their property in
any manner not otherwise prohibited by law provided that renter or sub-lessee
shall meet the general definitions and requirements of a Regular Member, be
sponsored by the member, and apply and be approved for Associate Membership as
set forth herein. Furthermore,
these Bylaws shall be fully binding upon any and all who may become holders in
due course or who may in any manner not otherwise foreseen, receive or acquire
title to lots at Rimrock Meadows including by succession, judgment, assignment,
settlement, adverse possession, liquidation, probate, or other civil action. The
failure of any party for any reason whatsoever to notify any holders in due
course of the existence of Bylaws, restrictive covenants, or rules and
regulations governing use or conduct at Rimrock Meadows shall not be considered
sufficient cause to relieve said holders from being bound by any and all
provisions of these Bylaws.
2.10 Annual Meeting. The annual Meeting of the Members shall be held on a Saturday
or Sunday in February or March to be set by the Board of Directors.
The purpose of the meeting shall be to elect Directors and to transact
such other business as may properly come before the meeting.
2.11 Special Meetings. The President, the Board, or not less than twenty (20%)
percent of the Members (not lots) entitled to vote, may call Special Meetings of
the Members for any purpose.
2.12 Notice of Meetings. The President, the Secretary, or the Board shall cause to be
delivered to each Member entitled to notice of, or to vote at, the meeting,
either personally or by mail, not less than ten nor more than fifty days before
the meeting, written notice stating the place, date, and time of the meeting;
and, in the case of a Special Meeting, the purpose or purposes for which the
meeting is called. At any time,
upon the written request of not less than twenty percent of the Members entitled
to vote at the meeting, it shall be the duty of the Secretary to give notice of
a Special Meeting of Members to be held at such date, time, and place as the
Board may fix, the notice to be given within thirty days of receipt of the
written request, and the meeting to be held not less than ten nor more than
fifty days after giving of the notice. If such notice is mailed it shall be
deemed delivered when deposited in the official government mail, postage
prepaid, properly addressed to the Member at Member’s address as it appears on
the records of the Association.
2.13
Place of Meetings. All
meetings of Members shall be held at such place as designated by the Board.
2.14
Waiver of Notice. Whenever
any notice is required to be given to any Member under the provisions of these
Bylaws, the Articles of Incorporation or applicable Washington law, a waiver
thereof in writing, signed by the person(s) entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.
2.15
Quorum. Thirty-three (33%) percent of the Members (not lots) of the
Association entitled to vote, represented in person (or by proxy), shall
constitute a quorum at a meeting of the Members. If less than a quorum of the Members entitled to vote is
represented at a meeting, a majority of the Members so represented may adjourn
the meeting from time to time without further notice, but no other business may
be transacted. Members present at
any duly called meeting at which a quorum is originally present, may continue to
do business notwithstanding the withdrawal of Members, even when less than a
quorum may thereafter be present.
2.16
Manner of Acting. The
vote of a majority of the votes entitled to be cast by the Members represented
in person (or by proxy) at a meeting at which a quorum is present shall be
necessary for the adoption of any matter voted upon by the Members, unless a
greater proportion is required by applicable Washington law, the Articles of
Incorporation, Bylaws, or Covenants.
2.17 Proxies. A Member may vote by
proxy executed in writing by the Member or by his or her attorney-in-fact.
Such proxy shall be filed with the Secretary of the Association before or
at the time of the meeting. A proxy
shall become invalid eleven months after the date of its execution unless
otherwise provided in the proxy. A
proxy with respect to a specific meeting shall entitle the holder thereof to
vote at any reconvened meeting following adjournment of such meeting but shall
not be valid after the final adjournment thereof.
Article
III- Board of Directors
3.1
General. Consistent
with the laws of the State of Washington, the Articles of Incorporation, and
these Bylaws, all the business and affairs of the Association shall be managed
by the Board of Directors. Among
other things, Directors shall be responsible for enforcement of the Declaration
of Covenants and Restrictions per Article 5.2 and related provisions of said
Covenants.
3.2
Number. The number of
Directors shall be seven (7). However
at any Annual Meeting the Members may increase or decrease the number of
directors to not more than nine or less than three.
3.3
Qualifications. Each
Director shall be a Member in good standing.
If a Director ceases to be a Member, (s)he shall thereupon also
automatically cease to be a Director and his office shall become vacant without
the necessity of any action by the Board.
3.4
Election of Directors/Terms of Office. Directors shall be elected
each year at the annual meeting of Members, however, the terms of Directors
shall be staggered so that only some of the Directors will be up for election
each year. The terms of Directors
shall be for two years. Directors
may not serve more than two consecutive terms of office. After two consecutive terms, a Director must vacate the Board
for a period of one year in order to be eligible for election.
3.5
Meetings. The Board shall meet at least four times per year, and shall
hold an Annual Meeting immediately following the Annual Meeting for the Members.
The President or a majority of the Board may call special Meetings of the
Board at any time. Meetings shall
be held in such place as designated by the Board.
The Secretary shall give each Director notice either in writing or by
personal communication with the Director not less than five (5) days prior to
the meeting. A written waiver of
notice signed by a Director whether before or after the time fixed in the
required notice, or the presence of the Director at the meeting without formal
objection on the ground of failure of notice, shall satisfy the notice
requirement.
3.6
Meeting by Telephone. Directors
may participate in a meeting of Directors by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time, and participation by such
means shall constitute presence in person at a meeting.
3.7
Quorum. A majority of
the Directors shall constitute a quorum for the transaction of business at any
Board meeting. If a quorum is not
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
3.8 Manner of Acting. The
act of the majority of the Directors present at a meeting at which there is a
quorum shall be the act of the Board, unless these Bylaws, the Articles of
Incorporation or applicable Washington law requires the vote of a greater
number.
3.9 Presumption of Assent. A
Director of the Association present at a Board meeting at which action on any
Association matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention is entered in the minutes of the
meeting, or unless such Director files a written dissent or abstention to such
action with the person acting as Secretary of the meeting before the adjournment
thereof. Such right to dissent or
abstain shall not apply to a Director who voted in favor of such action.
3.10 Action by Board Without a Meeting. Any action, which could be taken at a meeting of the Board,
may be taken without a meeting if a written consent setting forth the action so
taken is signed by each of the Directors. Such
written consents may be signed in two or more counterparts, each or which shall
be deemed an original and all of which, taken together, shall constitute one and
the same document. Any such written
consent shall be inserted in the minute book as if it were the minutes of a
Board meeting.
3.11 Resignation. Any Director may resign
at any time by delivering written notice to the President or the Secretary at
the principal place of business of the Association, or by giving oral or written
notice at any meeting of the Directors. Any
such resignation shall take effect at the time specified therein, or if the time
is not specified, upon delivery thereof and, unless specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
3.12 Removal. At a meeting of Members expressly called for the purpose, one or more
Directors (including the entire Board) may be removed from office, with or
without cause, by three-fourths (3/4) of the votes cast by Members then entitled
to vote on the election of Directors, represented in person or by proxy at a
meeting of Members at which a quorum is present.
3.13 Vacancies. A vacancy in the position
of Director may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve until the next
Annual Meeting of Members. Such a
“limited” term shall not be considered a term for purposes of the term
limits requirement.
3.14 Board Committees. The
Board, by resolution adopted by a majority of the Directors in office, may
designate and appoint one or more standing or temporary committees, each of
which may consist of one or more Directors, and a number of Members as may be
set by the Board. Such committees
shall only be empowered to make recommendations to the Board, which the Board
may accept or reject in their discretion.
3.15 Compensation. Members of the Board
shall receive no compensation for their services to the Association, but shall
be reimbursed by it for such reasonable expenses as they may necessarily incur
in pursuance of the business of the Association.
4.1
Number and Qualifications.
The officers of the Association shall be a President, Chairman, one or
more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected
by the Board. Other officers and
assistant officers may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these Bylaws or as may be provided by
resolution of the Board. The Board
may assign any officer any additional title that the Board deems appropriate.
Any two or more offices may be held by the same person, except the office
of President and Secretary.
4.2
Elections and Term of Office.
The officers of the Association shall be elected each year by the Board at the
Annual Meeting of the Board. Unless
an officer dies, resigns, or is removed from office, (s)he shall hold office
until the next Annual Meeting of the Board or until a successor is elected.
4.3 Resignation. Any officer may resign at any time by delivering written notice to the
President or Secretary of the Board, or by giving oral or written notice at any
meeting of the Board. Any such
resignation shall take effect at the 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.
4.4 Removal. Any officer or agent elected or appointed by the Board may be removed
from office by the Board whenever in its judgment the best interests of the
Association would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person removed.
4.5 Vacancies. A vacancy in any office created by the death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the un-expired portion of the term or for a new term established
by the Board.
4.6 President. The President may act as
Chairman at all meetings of the Members and preside at all meetings of the Board
in the absence of an elected Chairman. (S)he
shall sign as President all contracts or instruments for the Association and
perform such other duties as may be required by the Board.
4.7 Chairman. The Chairman shall
preside at all meetings of the Board.
4.8 First Vice President. The
first Vice President shall preside at all meetings in case of absence or
disability of the President or Chairman, assuming all duties of the President or
Chairman during such periods of absence or disability, and shall perform such
other duties as the Board may require.
4.9 Secretary. The Secretary shall:
(a) keep the minutes of meetings of the Members and the Board; (b) see
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) keep records of the post office address and
numbers of lots owned by each Member; and (d) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the Board.
4.10 Treasurer. The Treasurer shall have
the care and custody and be responsible for, all funds and securities of the
Association, and shall cause to be kept regular books of account.
The Treasurer shall cause to be deposited all funds and other valuable
effects in the name of the Association in such depositories as may be designated
by the Board. In general, the Treasurer shall perform all of the duties
incident to the office of Treasurer, and such other duties as from time to time
may be assigned by the Board.
4.11 Bonding. All officers or other
persons authorized to handle or disburse the funds of the Association shall be
bonded, at the expense of the Association, in such amount as the Board shall
determine to be adequate for the protection of the Association.
4.12 Compensation. The compensation of all
officers and/or employees of the Association shall be fixed by the Board.
5.1 Charter Regular Members. Dues
of Charter Regular Members shall be annually charged at $36 per lot; provided,
however, that any Charter Regular Member that elects to use the Camp Coast to
Coast affiliation would pay the same dues as Regular Members.
If a Charter Regular Member discontinues Membership in Camp Coast to
Coast, the annual dues revert to the previous amount.
Dues for Charter Regular Members may only be increased upon an
affirmative majority vote of a quorum of such Charter Regular Members at a
Special Meeting call for such purpose. As
specified in the Formal Plan of Dissolution, the dues of Charter Regular Members
shall change effective on January 1, 2007 to the prevailing Regular Member rate.
5.2 Regular Members. Dues of Regular Members
shall be annually charged at $180 per lot; provided, however, that where a
Regular Member owns two or more lots the annual dues should be $150 per lot.
Dues may be increased by an affirmative vote of a majority of a quorum of
the Board at the Annual Meeting of the Board.
5.3 Lots Held by Rimrock Meadows Association. Lots, parcels, or tracts held in the ownership of Rimrock
Meadows Association its successors or assigns shall not be subject to
assessments for dues.
5.4 Dues Payable; Delinquent. Any
dues not paid by the due date shall be delinquent and bear interest at the rate
of twelve (12%) percent per annum. In addition to this, a $10 per month late fee
will be added to any unpaid balances effective April 1 in the year in which they
are due and for every month thereafter. Upon
becoming delinquent dues shall constitute a lien upon the lot(s) against which
they have been levied, and the Association shall file a statement of charges in
the office of the Auditor of Douglas County, Washington, stating the particular
lot or lots. A release of said lien
shall be filed by the Association upon payment in full of said dues (including
interest and any costs or attorney fees). Said lien may be enforced by the Association as may a lien
upon real property under the law of the State of Washington; and, if said lien
is foreclosed, the lot owner shall be liable for the costs and disbursements,
including reasonable attorney fees of the Association, all of which costs,
disbursements and attorney fees shall be secured by the lien.
In any event, Members shall be personally liable for the dues.
Anyone who purchases or contracts to purchase a lot upon which dues are
owing shall not become personally obligated on the delinquent dues; however,
their lot(s) shall remain subject to any delinquent dues and subject to
foreclosure as set forth herein. A Consolidation of Parcels filing with Douglas
County in no way affects the dues liability with the Rimrock Meadows Association
or its successors or assigns.
6.1 A
Director (and Officer who also serves as a Director) shall have no liability to
the Association for monetary damages for conduct therein, except for acts or
omissions that involve intentional misconduct by the Director, or for any
transaction from which the Director will personally receive a benefit in money,
property or services to which the Director is not legally entitled.
If the Washington Nonprofit Corporation Act is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director shall be eliminated or
limited to the full extent permitted by said Act, as so amended.
Any repeal or modification of these Articles shall not affect any right
or protection of a Director of the Association existing at the time of such
repeal or modification for or with respect to an act or omission of such
Director occurring prior to such repeal or modification.
6.2
Directors shall not be personally liable to the Association or its Members for
monetary damages for conduct as a Director or Officer, except for acts or
omissions that involve intentional misconduct by a Director or a knowing
violation of law by a Director, where the Director votes or assents to a
distribution which is unlawful or violates the requirements of the Articles of
Incorporation or Bylaws, or for any transaction from which the Director will
personally receive a benefit in money, property, or services to which the
Director is not legally entitled.
Article
VII- Indemnification
7.1
Right to Indemnification. Each
person who was, or is threatened to be made a party to or is otherwise involved
(including, without limitation, as a witness) in any actual or threatened
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that (s)he is or was a Director or Officer
of the Association or, while a Director of Officer, (s)he is or was serving at
the request of the Association as a Director, Officer, employee or agent of a
related business or entity, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a Director, Officer, employee or agent, shall be indemnified and
held harmless by the Association, to the full extent permitted by applicable law
as then in effect, against all expense, liability and loss (including attorney's
fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid
in settlement) actually and reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a person who
has ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that except as provided in paragraph 7.2 of this Article with respect to
proceedings seeking solely to enforce rights to indemnification, the Association
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board.
The right to be paid by the Association the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the final disposition
of a proceeding shall be made only upon delivery to the Association of an
undertaking, by or on behalf of such Director or Officer, to repay all amount so
advanced if it shall ultimately be determined that such Director or Officer is
not entitled to be indemnified under this paragraph or otherwise.
7.2
Right of Claimant to Bring Suit.
If a claim for which indemnification is required under paragraph 8.1 is
not paid in full by the Association within sixty (60) days after a written claim
has been received by the Association, except in the case of a claim for expenses
incurred in defending a proceeding in advance of its final disposition, in which
case the applicable period shall be twenty (20) days, the claimant may at any
time thereafter bring suit against the Corporation in Douglas County, Washington
to recover the unpaid amount of the claim and, to the extent successful in whole
or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. The claimant shall be presumed to be entitled to
indemnification under this Article upon submission of a written claim (and, in
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the required undertaking
has been tendered to the Association), and thereafter the Association shall have
the burden of proof to overcome the presumption that the claimant is not so
entitled. Neither the failure of
the Association (including its Board of Directors, independent legal counsel or
its Members) to have made a determination prior to the commencement of such
action that indemnification of or reimbursement or advancement of expenses of
the claimant is proper in the circumstances nor an actual determination by the
Association (including its Board, independent legal counsel or its Members) that
the claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses shall be a defense to the action or create a presumption
that the claimant is not so entitled.
7.3
Non-exclusivity of Rights. The
right to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Articles of Incorporation, Bylaws,
agreement, vote of Members, or disinterested Directors, or otherwise.
7.4
Insurance, Contracts and Funding.
The Association may maintain insurance at its expense to protect itself
and any Director, Officer, employee or agent of the Association against any
expense, liability or loss, whether or not the Association would have the power
to indemnify such persons against such expense, liability or loss under the
Washington Business Corporation Act, as applied to nonprofit corporations.
The Association may, without further Membership action, enter into
contracts with any Director or Officer of the Association in furtherance of the
provisions of this Article and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.
7.5
Indemnification of Employees and Agents of the Association.
The Association may, by action of its Board from time to time, provide
indemnification and pay expenses in advance of the final disposition of a
proceeding, to its employees and agents with the same scope and effect as the
provisions of this Article with respect to the indemnification and advancement
of expenses of Directors and Officers of the Association or pursuant to rights
granted pursuant to, or provided by, the Washington Business Corporation Act, as
applied to nonprofit corporation, or otherwise.
8.1
Books and Records. The
Association shall keep at its principal office copies of its current Articles of
Incorporation and Bylaws, correct and adequate records of accounts and finances;
minutes of the proceedings of its Board; records of the name and address of each
Member and Director and Officer, and such other records as may be necessary or
advisable. All books and records of
the Association shall be open at any reasonable time and upon reasonable notice
to inspection by any Member of three months standing; provided that they are
reviewed in the principal office and provided that the names and addresses of
Members shall be open to inspection only if the party seeking inspection has a
proper, Association-related purpose to inspect such list.
8.2
Accounting Year. The
accounting year of the Association shall be the twelve months ending December
31.
8.3
Dissolution. In the
event of dissolution of the Association, assets shall be distributed consistent
with the Articles of Incorporation and the Washington Business Corporation Act
as applied to Nonprofit Corporations.
8.4
Miscellaneous. The
Board of Directors may adopt rules of procedure to govern any meetings of
Members or Directors to the extent not inconsistent with law, the Articles of
Incorporation or Bylaws as may be amended or restated from time to time.
In the absence of any rules of procedure adopted by the Board of
Directors, the President shall make all decisions regarding such procedure for
any meeting.
Article
IX- Amendments
9.1
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the vote of a majority of a quorum of the Board of Directors. However, any such alteration, amendment, repeal or new
Bylaws, may be changed or repealed by two-thirds majority of the votes at the
annual meeting of Members; provided that, a provision herein that requires a
greater than majority vote to amend, shall be amended only by the same required
vote.
10.1
Headings. The headings
of these Bylaws have been inserted for convenience of reference only, and shall
in no way restrict or otherwise modify any of the terms or provisions of these
Bylaws.
10.2
Declaration. That
certain Declaration of Covenants and Restrictions mentioned herein shall,
wherever mentioned be deemed to incorporate and include for all purposes herein
all subsequent Declarations and amendments thereto, whereby additional plats of
Rimrock Meadows are made subject thereto.
Adopted by resolution of the Association's Board of Directors on this
23rd day of February 2003.
________________________
Secretary