BYLAWS
of
SURFSIDE HOMEOWNERS ASSOCIATION
(Amended 5/10/86)
ARTICLE I Purposes
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Section 1. This corporation shall be conducted as a non-profit
maintenance corporation for the purposes set forth in the Articles of
Incorporation for use and maintenance as a community facility, of the
following described real property situate in Pacific County,
Washington. (As parcels are platted and dedicated as community
facilities, their legal descriptions shall be appended hereto as
additional appendices by the board of trustees, whose act in so doing
shall automatically incorporate such additional appendices herein.)
Section 2. The corporation shall have the power to levy and collect
assessments against its members and against the tracts owned or
purchased by them for the purposes in its Articles of Incorporation
and Bylaws set forth, and to sell or forfeit their interest in the
corporation for default with respect to any lawful provisions of said
Articles of Incorporation and Bylaws and upon forfeiture of any such
property as by law and in the Bylaws provided may transfer the
membership of such defaulting member.
Section 3. The purposes for which this corporation was created may
be altered, modified, enlarged, or diminished by the vote of
two-thirds of the members at a meting duly called for such purpose,
notice of which meeting shall be given in the manner provided by the
Bylaws of giving of notice for the election of trustees.
ARTICLE II Membership
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Section 1. The membership of the corporation shall consist of the
incorporators, owners or purchasers of one or more tracts at Surfside
Estates and other persons, all as approved by the board of trustees or
its membership committee. Ownership of a tract at Surfside Estates is
not a condition precedent to membership; however, no tract may be
purchased at Surfside Estates without becoming an approved member of
this corporation. No person or purchaser of tracts shall have more
than one membership regardless of the number of tracts so owned or
purchased, and the interest of each member shall be equal to that of
any other member, and no member can acquire any interest which shall
entitle him to any greater voice, vote or authority in the corporation
than any other member. If any tract or tracts are held by two or more
persons, the several owners of such interest shall be entitled
collectively to cast one vote.
Section 2. No membership shall be voted unless such member has paid
the initiation fee as set by the board of trustees and unless all dues
and assessments are currently paid.
Section 3. As to memberships of owners or purchasers of tracts at
Surfside Estates, memberships and certificates of membership
evidencing the same shall be inseparably appurtenant to tracts owned
by the members, and upon transfer of ownership, or contract of sale,
of any such tracts, membership or certificates of membership shall
ipso facto be deemed to be transferred to the contract purchaser. No
membership or certificates of membership may be transferred, assigned,
or in any manner conveyed, other than in the manner hereinbefore set
forth. In the event of the death of a member, the membership and
certificates of membership of such member shall be and become the
property of the personal representative of such deceased member upon
the appointment and qualification as such in a judicial proceeding and
such personal representative shall have all of the rights, privileges
and liabilities of the deceased member until title shall be
transferred or contracted to be transferred.
Section 4. No membership shall be forfeited nor any member expelled
except upon foreclosure for non-payment of dues or assessments, and as
to members owning tracts at Surfside Estates, no member may withdraw,
except upon transfer of title to the real property to which his
membership is appurtenant, as elsewhere herein provided. No
compensation shall be paid by the corporation upon any transfer of
membership and no member whose membership is transferred shall be
entitled to share or participate in any of the property or assets of
the corporation.
ARTICLE III Dissolution
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In the event of the dissolution of the corporation each person who is
then a member shall receive his pro rata proportion of the property and
assets after all of its debts have been paid.
ARTICLE IV Trustees and Officers
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Section 1. Corporate powers of the corporation shall be vested in a
board of trustees. The number of trustees who shall
manage the affairs of the corporation shall be six. At any meeting or
special meeting called therefore the members may increase or decrease
the number of trustees to any number not more than nine or less than
three.
Section 2. Trustees shall be elected to serve for a term of three
(3) years; Three (3) Trustees shall be elected each year; and each
shall hold office until a successor is elected: Staggered terms of
office for Trustees shall be implemented beginning with the July 1986
Annual Meeting.
Section 3. Each trustee shall be an incorporator or a member who
shall not have lost his right to vote by reason of having disposed of
land to which his membership is appurtenant.
Section 4. In the event a trustee, other than an incorporator,
ceases to be the owner of the land to which his membership is
appurtenant, or of a contract for the purchase thereof, he shall
thereby cease to be a trustee and his office shall become vacant upon
written notification without action other than to spread such fact
upon the minutes of the board of trustees.
Section 5. At the first meeting of the board of trustees after each
annual meeting of the members, the board of trustees shall elect a
president, vice-president, secretary and treasurer. The board may also
at any time appoint an executive secretary and/or assistant secretary
and/or assistant treasurer. Officers of the corporation so elected
shall hold office for the term of one year and until their successors
are elected and qualified. Any officer may be suspended or removed by
a majority vote of all of the trustees.
Section 6. No trustee or officer, except the executive secretary
and/or the assistant secretary and/or the assistant treasurer shall
receive any salary or compensation from the corporation.
Section 7. Any vacancy occurring in the board of trustees shall be
filled by appointment by a majority of the remaining trustees. The
person so appointed shall hold office until the next annual meeting of
the members of the corporation, at which annual or adjourned annual
meeting, the vacancies for the remainder of the original terms, if
any, shall be filled by election by the members in the regular manner.
ARTICLE V Meetings
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Section 1. Annual meetings of the members of the corporation shall
be held at the principal place of business of the corporation or at
such other place as the board of trustees may elect. The annual
meetings shall be held on the second Saturday of July of each year at
10 o'clock A.M. Notice thereof shall be given by the secretary by
mailing notice to each member not less than ten days prior to the date
of the meeting.
Section 2. Special meetings of the members may be called at any
time by the president or a majority of the board of trustees or by
members representing ten per cent of the tracts within the
jurisdiction of the corporation. Notice of a special meeting, stating
the object thereof, shall be given by the secretary by mailing such
notice to each member not less than five days prior to the date on
which such meeting is to be held.
Section 3. At all annual and special meetings of the members,
twenty per cent of all of the members of the corporation shall
constitute a quorum for the transaction of business. Each member shall
be entitled to one vote.
Section 4. Special meetings of the board of trustees shall be
called at any time by the secretary on order of the president or of a
majority of the board of trustees. The secretary shall give each
trustee notice, personally, verbally, by mail or by telephone, of all
regular and special meetings at least one day previous thereto.
Section 5. A member may exercise his right to vote by proxy.
Trustees may not vote by proxy. Any member or trustee may waive notice
of any meeting at any time.
ARTICLE VI Powers and Duties of Trustees
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Section 1. Subject to limitations in the Articles of Incorporation
and the Bylaws and the laws of the State of Washington, all powers of
the corporation shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be controlled by,
the board of trustees. Without prejudice to such general powers, and
subject to the same limitations, it is hereby expressly declared that
the trustees shall have the following powers;
Section 2. To select and remove all the other officers, agents and
employees of the corporation, prescribe such powers and duties for
them as may not be inconsistent with law, with the Articles of
Incorporation or the Bylaws, fix their compensation and require from
them security for faithful service.
Section 3. To conduct, manage and control the affairs and business
of the corporation, and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or the
Bylaws, as they may deem best.
Section 4. To issue certificates of membership to approved members
in good standing who have paid the initiation fee either in cash or by
contract as set by the trustees, subject to such conditions or terms
as provided in the Articles of Incorporation and the Bylaws.
Section 5. To charge and/or assess the several parcels of land and
the owners thereof as hereinbefore more particularly set forth.
Section 6. To cause to be kept a complete record of all minutes and
acts and to present a full statement to the regular annual meeting of
members showing in detail the condition of the affairs of the
corporation.
Section 7. It shall be the duty of the board of trustees to appoint
an Architectural Committee as contemplated by the "Surfside
Estates, Restrictive Covenants," to provide for the enforcement
of said covenants, and to appoint replacement and additional members
to said Architectural Committee as may be necessary from time to time.
The board of trustees shall also have the power to adopt, amend and
revise existing or additional restrictive covenants from time to time
which shall be applicable to all club members and all property within
Surfside Estates.
ARTICLE VII Duties of Officers
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Section 1. President. The President shall preside at all meetings
of the trustees and members; he shall sign as President all
certificates of membership and all contracts or other instruments in
writing authorized by the board of trustees; he shall call special
meetings of the trustees or of the members whenever he deems it
necessary; he shall have and exercise under the direction of the board
of trustees the general supervision of the affairs of the corporation.
Section 2. Vice-President. The Vice-President shall preside at all
meetings in the absence of the President, and in case of the absence
or disability of the President shall perform all other duties of the
President which are incidental to his office.
Section 3. Secretary. The Secretary shall issue all notices and
shall attend and keep the minutes of all meetings; he shall have
charge of all corporate books, records and papers; he shall be
custodian of the corporate seal, shall attest his signature and
impress with the corporate seal all written contracts of the
corporation, and shall perform all such other duties as are incidental
to his office.
Section 4. Treasurer. The Treasurer shall keep safely all moneys
and securities of the corporation and disburse the same under the
direction of the board of trustees. He shall cause to be deposited all
funds of the corporation in a bank selected by the trustees. At each
annual meeting of the members, and at any time directed by the
trustees, he shall issue and present a full statement showing in
detail the condition of the affairs of the corporation.
Section 5. The executive secretary and/or assistant secretary
and/or assistant treasurer, if appointed by the board of trustees,
shall perform such duties as may be designated by it.
Section 6. Any officer, other than the President or Vice-President
may occupy two offices concurrently if the board of trustees so
directs.
ARTICLE VIII Certificates of Memberships and
Transfers
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Section 1. A certificate of membership in the corporation shall be
issued to each member. All such certificates shall be signed by the
President or Vice-President, and the Secretary.
Section 2. All memberships of owners of tracts at Surfside Estates,
and all certificates of the same shall be inseparably appurtenant to
the tracts, or fractional tracts owned by the holders thereof and upon
sale or contract to sell the same, such memberships and such
certificates shall become the property of the grantee or purchaser as
hereinbefore provided. No transfer of membership shall entitle the
transferee to vote the same until it has been established to the
satisfaction of the board of trustees, that such transfer is bona fide
and has been made in the manner provided.
Section 3. Unless specifically requested by the owner and holder
thereof, it shall not be necessary that certificates of membership be
actually issued but any owner or purchaser of a tract or tracts within
the said district may exercise all of the rights and privileges and
shall be subject to all of the liabilities of membership without the
actual issuance and possession of such certificate of membership.
ARTICLE IX Assessments
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Section 1. The members of the corporation shall be liable for the
payment of such charges or assessments as may from time to time be
fixed and levied by the board of trustees pursuant to the Articles of
Incorporation and these Bylaws and subject to the provisions of said
Articles and Bylaws. Charges and assessments against all members shall
be levied by the board of trustees at a uniform rate per member or lot
without distinction or preference of any kind. All charges or
assessments, when collected by the corporation, shall remain the
property of the members until such time as such charges or assessments
are expended pursuant to the Articles of Incorporation and Bylaws of
the Corporation.
Section 2. From time to time as and when any such assessment in
this Article IX are levied, each member with respect to the land or
interests therein to which his membership is appurtenant, shall pay
the amount of such assessment against the same to the corporation, at
its office, within thirty days after the mailing of the notice of such
assessment to the members; and the amount of such assessment, together
with all expenses, attorneys' fees and costs reasonably incurred in
enforcing the same, shall be paid by the members and shall be a lien
upon said land and the membership appurtenant thereto, superior to any
and all other liens (except as in Section 3 of this Article otherwise
provided) created or permitted by the owner of such land and
enforceable by foreclosure proceedings in the manner provided by law
for foreclosure of mortgages upon land; provided, that no proceedings
for the foreclosure of any said liens in this Article IX provided
shall be commenced except upon the expiration of four months from and
after the date of mailing said notice of assessment in this section
described.
Section 3. First mortgage liens placed upon any of said tracts
which are recorded in accordance with the laws of the State of
Washington shall be, from the date of the recordation of such,
superior to such assessments and the liens resulting therefore as are
levied by the corporation subsequent to the date of the recordation of
the first mortgage; provided, however, that the corporation is
notified in writing of such first mortgage within thirty days after
recordation of such.
ARTICLE X Amendments
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These Bylaws may be amended at any time by a vote of a majority of
the members of the corporation.
ARTICLE XI Corporate Seal
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The seal of the corporation shall be in circular form and shall
contain the words "Surfside Homeowners Association" and the
words "Corporate Seal Washington 1965" in the form and style
as affixed in these Bylaws by the impression of said corporate seal.
ARTICLE XII Date of Adoption
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These Bylaws are duly adopted by the corporation and the corporate
seal thereof affixed on the 28th day of October, 1965. William Boner
Bailey, President ATTEST: Walter Enqvist, Secretary
