The name of the corporation is VICTORIA PARK HOMEOWNERS' ASSOCIATION, INC., hereinafter referred to as the "Association." Meetings of members and Trustees may be held at such places within the State of Washington, County of King, as may be designated by the Board of Trustees.
Section 1. "Association" shall mean Victoria Park Homeowners' Association, Inc., its successors and assigns.
Section 2. "Trustee" shall mean a member of the Board of Trustees, which manages the affairs of the Association.
Section 3. "Properties" shall mean that certain real property described in Article III of the Articles of Incorporation, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 4. "Common Properties" shall mean all real property owned by the Association for the common use and enjoyment of the members of the Association and shall not include any streets or other areas dedicated to public use.
Section 5. "Lot" shall mean any plot of land shown upon any recorded subdivision map of the properties with the exception of the common properties.
Section 6. "Member" shall mean every person or entity who holds a membership in the Association.
Section 7. "Owner" shall mean the record owner, whether one or more persons or entities, of the fee simple title to any lot or lots which are part of the properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 8. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the properties recorded or to be recorded in the Office of the King County Auditor.
Section 1. Membership. Membership in the Association is as defined within the Declaration.
Section 2. Suspension of Membership. During any period in which a member shall be in default in the payment of any monthly or special assessment, the voting rights and right to use of the recreational facilities by such member may be suspended by the Board of Trustees until such assessment has been paid. Such rights of a member may also be suspended, after notice and hearing, for a period not to exceed thirty (30) days, for violation of any rules and regulations established by the Board of Trustees governing the use of the common properties and facilities.
Section3. Voting Rights. Voting rights of members are as defined within the declaration.
Section 1. Each member shall be entitled to the use and enjoyment of the common properties and facilities as provided in the Declaration. Any member may delegate his rights of enjoyment of the common properties and facilities to the members of his family, his tenants or contract purchasers who reside on the property, and, subject to regulation by the Board of Trustees, to his temporary guests. Such member shall notify the secretary in writing of the name of any such delegee. The rights and privileges of such delegee are subject to suspension to the same extent as those of the member.
Section 2. Irrespective of the fact that Section 1 (b) of Article VI of the Declaration gives the Association the right to charge reasonable admission and other fees for the use of any recreational facilities situated upon the common properties, this right shall be exercised only upon written approval of two-thirds (2/3) of the entire membership.
Section 1. Number. The affairs of this Association shall be managed by a Board of not less than five (5) nor more than nine (9) Trustees, who need not be members of the Association.
Section 2. Election. At each annual meeting the members of the Association shall elect Trustees for a term of three years to fill expired or unfilled positions on the Board. If the members do not elect a sufficient number of Trustees at the annual meeting to achieve the minimum requirement, the Board of Trustees at their regular meetings may appoint persons to the Board to achieve the minimum. . The term of office for persons elected by members at the annual meeting shall be for three years, and shall begin on the first day of February 1 following the annual meeting at which they were elected. The term of membership for a Board member that is appointed by the Board shall be from the date of appointment until the next February 1st..
Section 3. Removal. Any Trustee may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a Trustee, a successor may be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No Trustee shall receive compensation for any services he may render to the Association; however, a trustee may be awarded a gift or gifts by the Board of Trustees in recognition of meritorious service, and the cumulative value of all gifts that are awarded to any one trustee may not exceed $100 in any given calendar year. Also, any Trustee may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The Trustees shall have the right to take any action in the absence of a meeting at which they could take at a meeting by obtaining the written approval of all the Trustees. Any action so approved shall have the same effect as though taken at the meeting of the Trustees.
Section 1. Regular Meetings. Regular meetings of the Board of Trustees shall be held without notice, at such place and hour as established by resolution of the board; however, the Board shall hold a meeting at least once each calendar quarter.
Section 2. Special Meetings. Special meetings of the Board of Trustees shall be held when called by the president of the Association or by any two Trustees, after not less than three (3) days notice to each Trustee.
Section 3. Quorum. A majority of the number of Trustees shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Trustees present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 1. Nomination. Nomination for election to the Board of Trustees may be made by a Nominating Committee that is appointed by the Board of Trustees, or from the floor at the annual meeting.
Section 2. Election. Election to the Board of Trustees shall be by secret written ballot or by voice vote. If a motion is unanimously passed by members in attendance at the annual meeting to utilize a voice vote to elect members to the Board of Trustees, the voice vote method shall be used; otherwise, a secret written ballot is required.. At such election the members or their proxies may each cast one vote. The persons receiving the largest number of votes shall be elected.
Section 1. Powers. The Board of Trustees shall have power:
(a) To adopt and publish rules and regulations governing the use of the common properties and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
(b) To exercise for the Association all powers, duties and authority vested in or delegated to this Association not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration.
(c) To declare the office of a member of the Board of Trustees to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Trustees; and
(d) To employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Trustees:
(a) To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting, whensuch statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote;
(b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) As more fully provided herein and in the Declaration:
(1) To establish, levy and assess, and collect the assessments or charges referred to in Article VII, of the Declaration, as applicable to the Association; and
(2) To send written notice of each assessment to every owner or contract purchaser subject thereto at least thirty (30) days in advance of each annual assessment period.
(d) To issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid;
(e) To procure and maintain adequate liability insurance, and to procure adequate hazard insurance on property owned by the Association; and
(f) To cause any common properties owned by the Association to be maintained.
Section 1. The Association shall appoint an Architectural Control Committee to perform the duties and functions described in Article IX, Section 2, of the Declaration. In addition, the Board of Trustees may appoint other committees as deemed appropriate in carrying out its purposes, such as:
1. A Recreation Committee which may advise the Board of Trustees on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board, in its discretion, determines;
2. A Maintenance Committee which may advise the board of Trustees on all matters pertaining to the maintenance, repair or improvement of the common properties, and may perform such other functions as the Board, in its discretion, determines;
3. A Publicity Committee which may inform the members of all activities and functions of the Association and shall, after consulting with the Board of Trustees, make such public releases and announcements as are in the best interests of the Association; and
4. An Audit Committee which may supervise the annual audit of the Association's books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting as provided in Article XI, Section 8(d). The Treasurer shall be an ex officio member of the Committee.
Section 2. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, Trustee or officer of the Association as is further concerned with the matter presented.
Section 1. Annual Meeting. The annual meeting of the members shall be held at the hour of 7:00 o'clock p.m.on a Monday, Tuesday, Wednesday, or Thursday during the month of January. The annual meeting shall not be held on a legal holiday. The actual date and location of the meeting shall be established by the Board of Trustees.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Trustees, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the entire membership.
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the annual meeting or at a special meeting of members entitled to cast, or of proxies entitled to cast, one-twentieth (1/20) of the votes of the entire membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.
Section 1. Enumeration of Officers. The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Trustees, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Trustees following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one or any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
(a) The president shall preside at all meetings of the Board of Trustees; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all promissory notes; and shall cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year.
(b) The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
(c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members, and shall perform such other duties as required by the Board.
(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Trustees; shall sign all checks and promissory notes of the Association; keep proper books of account; shall keep appropriate current records showing the members of the Association together with their addresses;; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meetings, and deliver a copy of each to the members.
Annual assessments and special assessments shall be levied by the Board of Trustees in the manner as defined by the Declaration.
The books, records, and papers of the Association shall be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall also be available for inspection by any member, and copies of these latter documents may be purchased by a member at reasonable cost.
The Association shall have a seal in circular form having within its circumference the words: "VICTORIA PARK HOMEOWNERS' ASSOCIATION, INC.", and the words "Corporate Seal Washington 1967" in the form and style as affixed in these By-Laws by the impression of such seal.
Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum or members present in person or by proxy.
Section 2. In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.
These By-Laws were duly adopted by the undersigned members of the Association and the corporate seal thereof affixed as of the 26th day of January, 2004.
(Original signed by: Ben Stepper, VPHA President)
(Original signed by: Matthew D. Devine, VPHA Vice President)
(Original signed by: Robert Hofford, VPHA Secretary)
(Original signed by: Alan Zullig, VPHA Treasurer)