The following are Amended and Restated Bylaws of the Edelweiss Maintenance
Commission, a corporation organized under the Washington Nonprofit
Corporation Act (RCW 24.03, the “Nonprofit Corporation Act”) and operating as a
homeowners association created pursuant to the Washington Homeowners
Association (RCW 64.38, the “Homeowners Associations Act”). They apply to the
entire corporation, each Lot therein, and all common elements. Each Owner
automatically, by virtue of such ownership, becomes a member of the
Association. All present and future Owners, Mortgagees and other
encumbrances, lessees, tenants, licensees, and occupants of Lots, and their
guests and employees, and any other person who may use the facilities of the
corporation are subject to these Bylaws, the Edelweiss Plan and Covenants (the
“Declaration”) recorded under Auditor’s File No. 560469 in Okanogan County,
Washington, as it may from time to time be amended (the “Declaration”) and the
rules and regulations pertaining to use and operation of the corporation.
MEMBERSHIP; VOTING; REGISTER; POWERS
Membership The Owners of Lots in the corporation shall constitute the
Owners Association. Corporations, partnerships, associations, and other legal entities,
trustees under an express trust, and other fiduciaries, as well as natural persons may
be members of the Association. Owners of a Lot(s) as joint tenants, tenants in common,
community property, or other ownership involving more than one Owner, shall be joint
members of the Association, but the sum total of their vote shall not exceed the voting
power allocated to the Lots owned.
Section 1.2 Number of
votes. The total voting power of all members shall be equal to
the number of Lots in the Corporation and the total number of votes available to the
Owner or owners of each Lot shall be equal to one vote for each Lot owned.
Section 1.3 Voting by
Multiple Owners. If only one of the multiple Owners of a Lot(s)
is present at a meeting of the Association, the Owner is entitled to cast all the votes
allocated to that Lot(s). If more than one of the multiple Owners are present; the votes
allocated to that Lot(s) may be cast only in accordance with the agreement of a majority
in interest of the multiple Owners. There is majority agreement if any one of the multiple
Owners casts the votes allocated to that Lot(s) without protest being made promptly to
the person presiding over the meeting by any of the other Owners of the Lot(s).
Section 1.4 Voting
Representative. An Owner may, by written notice to the Board,
designate a voting representative for the Lot(s). The voting representative need not be
an Owner. The designation may be revoked at any time by written notice to the Board
from a person having an ownership interest in a Lot(s), or by actual notice to the Board
of the death or judicially declared incompetence of any person with an ownership
interest in the Lot(s), except in cases in which the person designated is a Mortgages of
the Lot(s). The guardian of an Owner, the attorney-in-fact of the Owner under a durable
power of attorney, or the administrators or executors of an Owner’s estate, may
exercise this power of designation and revocation. If no designation has been made, or
if a designation has been revoked and no new designation has been made, the voting
representative of each Lot(s) shall be the group composed of all of its Owners. If a
Lot(s) is owned by husband and wife and only one of them is at a meeting, the one who
is present will represent the marital community Lot(s).
Section 1.5 Voting by
Proxy; Pledged Votes to Mortgagee. Votes allocated to a
Lot(s) may be cast pursuant to a proxy duly executed by an Owner at any Annual
Meeting, Budget Meeting or Special Meeting. If a Lot(s) is owned by more than one
person, each Owner of a Lot(s) may vote or register protest to the casting of votes by
the other Owners of the Lot(s) through a duly executed proxy. A Lot(s) Owner may not
revoke a proxy given pursuant to this Section except by actual notice of revocation to
the person presiding over a meeting of the Association. A proxy is void if it is not dated
or purports to be revocable without notice. Unless stated otherwise in the proxy a proxy
terminates 11 months after its date of issuance. An Owner may, but shall not be
obligated to, pledge his or her vote on all issues or on specific issues to a Mortgagee. If
an Owner is in default under a first Mortgage on the Lot(s) for one year or more, the
Mortgagee shall automatically be authorized to declare at any time thereafter that the
Owner has pledged his or her vote on all issues to the Mortgagee during the
continuance of the default. If the Board has been notified of any such pledge to a
Mortgagee, only the vote of the Mortgagee will be recognized on the issues that are
subject to the pledge.
Voting By Mail or electronic mail.
The Board may decide that voting of
the members shall be by mail or electronic mail (“email”) with respect to any particular
election of the Board or with respect to adoption of any proposed amendment to the
Plan and Covenants or Bylaws, or with respect to any other matter for which approval
by members is required by the Plan and Covenants or Bylaws, in accordance with the
(a) In the case of election of Board Members by mail or email, the existing
Board members shall advise the Secretary in writing of the names of proposed Board
members sufficient to constitute a full Board and of a date within sixty (60) days after
such advice is given by which all votes are to be received. The Secretary within
fourteen (14) days after such advice is given shall give written notice of the number of
Board members to be elected and the names of the nominees to all members. The
notice shall state that any such member may nominate an additional candidate or
candidates, not to exceed the number of Board members to be elected, by notice in
writing to the Secretary at the specified address of the principal office of the Association,
to be received on or before a specified date fifteen (15) days from the date the notice is
given by the Secretary. Within five (5) days after such specified date, the Secretary
shall give written notice to all members, stating the number of Board members to be
elected, stating the names of all persons nominated by the Board members to be
elected, stating the names of all persons nominated by the Board and by the Members
on or before said specified date, stating that each member may cast a vote by mail or
email and stating the date established by the Board by which such votes must be
received by the Secretary at the address of the principal office of the Association or
such other location or electronic address, which shall be specified in the notice. Votes
received after that date should not be effective. All persons elected as Board members
pursuant to such an election by mail or email by receipt of the number of votes required
by applicable law shall take office effective on the date specified in the notice for receipt
of such votes.
(b) Any notice given in lieu of a meeting required to be held pursuant to
RCW 64.38.025(3) to ratify a budget adopted by the board shall provide a period of not
less than thirty (30) days for the return of ballots rejecting the budget.
(c) In the case of a vote by mail or email relating to any other matter, the
Secretary shall give written notice to all members, which shall include a proposed
written resolution setting forth a description of the proposed action, and shall state that
such persons are entitled to vote by mail or email for or against such proposal and
stating a date not less than fourteen (14) days after the date such notice shall have
been given on or before which all votes must be received and stating that they must be
sent to the address of the principal office of the Association or such other location or
electronic address, as specified in the notice. Votes received after that date shall not be
(d) Delivery of a vote in writing to the principal office of the Association shall
be equivalent to receipt of a vote by mail at such address for the purpose of this Section
(e) Within fourteen (14) days after obtaining authorization by written vote,
written notice describing the action taken must be given to all members. A consent
signed under this section has the effect of a meeting vote and may be described as
such in any document. Whenever action is taken pursuant to this section, the written
consent of the members consenting to such action or the written reports of the persons
appointed to tabulate such consents shall be filed with the minutes of proceedings of
Section 1.7 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.
Section 1.8 Register of
Members. The Board shall cause a register to be kept
containing the names and addresses, including emails, of all members of the
Association. Persons who purchase an interest in a Lot(s) shall promptly inform the
Board of their interest. Persons who claim to be members of the Association shall, upon
request, furnish the Board with copies of any documents under which they
assert ownership of a Lot(s) or any interest therein, and any Mortgages thereon.
Section 1.9 Association
Unless otherwise provided in
the governing documents, the Association may:
Adopt and amend bylaws, rules, and regulations;
Adopt and amend budgets for revenues, expenditures, and
reserves, and impose and collect assessments for common
expenses from owners;
Hire and discharge or contract with managing agents and other
employees, agents, and independent contractors;
Institute, defend, or intervene in litigation or administrative
proceedings in its own name on behalf of itself or two or more
owners on matter affecting the homeowners’ association, but not on
behalf of owners involved in disputes that are not the responsibility
of the association;
Make contracts and incur liabilities;
Regulate the use, maintenance, repair, replacement, and
modification of common areas;
Cause additional improvements to be made as a part of the
Acquire, hold, encumber, and convey in its own name any right,
title, or interest to real or personal property;
Grant easements, leases, licenses, and concessions through or
over the common areas and petition for or consent to the vacation of
streets and easements;
Impose and collect any payments, fees, or charges for the use,
rental, or operation of the common areas;
Impose and collect charges for late payments of assessments
and, after notice and an opportunity to be heard by the board of
directors or by the representative designated by the board of
directors and in accordance with the procedures as provided in the
bylaws or rules and regulations adopted by the board of directors,
levy reasonable fines in accordance with a previously established
schedule adopted by the board of directors and furnished to the
owners for violation of the bylaws, rules and regulations, and plan
and covenants of the association;
Exercise any other powers conferred by the bylaws;
Exercise all other powers that may be exercised in this state by
the same type of corporation as the association; and
Exercise any other powers necessary and proper for the
governance and operation of the association.
MEETINGS OF MEMBERS.
Meetings of the members of the Association shall be held at such
suitable place as may be convenient to the membership and designated from time to
time by the Board.
The annual meeting of the Association shall be held in
the first half of each fiscal year on a date fixed by the Board, which date shall not be
less than 14 nor more than 60 days after notice of the meeting is given to the members.
Unless notified otherwise, the annual meeting of the Edelweiss Maintenance
Commission shall be held in May of each year on Saturday of Memorial Day Weekend
at the Edelweiss Swimming Pool Facility. At such annual meeting the Owners shall
elect members to the Board or fill vacancies therein, and transact such other business
as shall properly come before the meeting.
Within 30 days after adoption of any proposed budget for
the Association, the Board shall provide a summary of the budget to all of the members
and set a date for a meeting of the members to consider ratification of the budget, which
date shall be not less than 14 nor more than 60 days after mailing the summary. Unless
at the meeting members holding a majority of the votes in the Association vote to reject
the budget, the budget is ratified, whether or not a quorum is present for the meeting. In
the event the proposed budget is rejected or the required notice for the meeting is not
given, the budget last ratified by the Owners shall be continued until a budget proposed
by the Board is ratified.
Section 2.4 Special
Meetings. A special meeting of the Association may be called by
the president, a majority of the Board of Directors, or by Owners having 10 percent
(10%) of the votes in the Association. Not less than 14 nor more than 60 days in
advance of any meeting, the secretary or other officers specified in the bylaws shall
cause notice to be hand-delivered or sent prepaid by first class United States mail to the
mailing address of each owner or to any other mailing address designated in writing by
the owner (including email addresses). No business shall be transacted at a special
meeting except as stated in the notice given thereof or unless consented to by four-fifths
of the Owners present either in person or by proxy.
Notice of Meetings.
It shall be the duty at the secretary to give notice of
each annual, budget and special meeting such notice shall be hand-delivered or sent
prepaid by first-class United States mail to the mailing address of each Lot(s) or to any
other mailing address (including e-mail) designated in writing by the Lot(s) Owner, to
each member of the Association and to each Eligible Mortgagee, if required by the
Declaration. The notice of any meeting shall state the time and place of the meeting
and the business to be placed on the agenda by the board of directors for a vote by the
owners, including the general nature of any proposed amendment to the articles of
incorporation, bylaws, any budget or changes in the previously approved budget that
result in a change in assessment obligation, and any proposal to remove a
director. Before any meeting of the Association, any member may, in writing, waive
notice of such meeting. Attendance by a member at a meeting of the Association shall
be a waiver by him of timely and adequate notice unless he expressly challenges the
notice when the meeting begins.
Quorum. The presence in person or by proxy of members of the
Association or voting representatives holding five percent (5%) of the total voting power
shall constitute a quorum for the transaction of business at any meeting of members of
Section 2.7 Adjournment
of Meetings. If any meeting of Owners cannot be organized
because a quorum has not attended, the Owners present, in person or by proxy, may
adjourn the meeting to a time not less than 42 hours from the time the original meeting
was called. If a re-scheduled meeting is required, the quorum requirement for the rescheduled
meeting shall be half of the original quorum requirement. At the rescheduled
meeting, the quorum requirement shall be one-half the original requirement
for a quorum. If the meeting needs to be re-scheduled again, the quorum requirement
for the next meeting shall also be reduced by one-half of the quorum requirement from
the last re-scheduled meeting.
Majority Vote. Except as otherwise provided by the Declaration or by
these Bylaws, passage of any matter submitted to vote at a meeting where a quorum is
present, shall require the affirmative vote of at least 55% of the votes present.
Section 2.9 The order of business at meetings of the Association
shall be as follows unless dispensed with on motion:
Proof of notice of meeting or waiver of notice;
Minutes of preceding meeting;
Reports of officers;
Reports of committees;
Election of directors (annual meeting or special
meeting called for such purpose);
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 or such other published code of parliamentary procedure as shall be approved
by a majority at the meeting.
BOARD OF DIRECTORS.
Qualifications, Number and Term .
The Board of Directors shall be
elected from those individuals who either are members of the corporation, or who have
a financial interest in a member of the corporation by virtue of being a stockholder or
partner in a member, or who are nominated by such member.
The affairs of the Association shall be initially governed by a Board of three
directors. Within 30 days after the Transition Date, the Board shall call a
special meeting of the Owners to elect a Board of between five and nine directors to
serve until the first day of the calendar month following the date of adjournment of the
first annual meeting. Thereafter, the term of office for directors will begin immediately
following the annual meeting of members at which they are elected. The normal term of
office for directors will be for three years and until their successors are elected and take
office. However, to provide for staggered terms, at the first annual meeting one-third of
the number of directors shall be elected for one year, the same number shall be elected
for two years, and the remainder shall be elected for three years. Thereafter, at each
annual meeting, one to three new members, depending on the total number of directors,
shall be elected to serve a three-year term.
Section 3.2 Powers and
Duties. The Board of Directors shall act in all instances on
behalf of the Association. In the performance of their duties, the officers and members
of the Board of Directors shall exercise the degree of care and loyalty required of an
officer or director of a corporation organized under chapter 24.03 RCW. The Board of
Directors shall have the powers and duties provided for the administering authority of
the Corporation in the Homeowners’ Associations Act and Nonprofit Corporations Act
and in the Articles and Covenant, and all other power necessary for the administration
of the affairs of the Association, and may do all such acts and things as are not
prohibited by statute or by the governing documents required to be done in another
Vacancies on the Board caused by reasons other than the
removal of a director by a vote of the Association shall be filled by vote of the majority of
the remaining directors, even though they may constitute less than a quorum. Each
person so selected shall be a director until a successor is elected at the next annual
meeting of the Association to serve the balance of the unexpired term.
Section 3.4 Removal of
Directors. At any regular or special meeting after the
Transition Date, any an. or more of the directors may be removed, with or without
cause, by members holding a majority of the votes in the Association and a successor
may then and there be elected to fill the vacancy thus created and to serve the balance
of the unexpired term. Any director whose removal has been proposed shall be given an
opportunity to be heard at the meeting.
No compensation shall be paid to directors for their
services as directors.
The first meeting of the newly elected Board shall
be held within ten days of election at a place to be fixed by the directors at the meeting
at which the directors were elected, and no notice shall be necessary to the newly
elected directors in order legally to call the meeting, providing a majority of the whole
Board shall be present at the meeting.
Regular meetings of the Board may be held at such
time and place as shall be determined form time to time by a majority of the directors,
but at least two such meetings shall be held during each fiscal year. Notice of regular
meetings of the Board shall be given to each director personally or by mail, telephone,
or email, at least three days before the day fixed for the meeting.
Special Meetings. Special meetings of the Board may be called by the
president on three days’ notice to each director, given personally or by mail, telephone,
or email, which notice shall state the time, place, and purpose of the meeting. Special
meetings of the Board shall be called by either the president or secretary in like manner
and on like notice on the written request of any two directors.
Waiver of Notice.
Before any meeting of the Board, any director may, in
writing, waive notice of such meeting. Attendance by a director at any meeting of the
Board shall be waiver by him or her of timely and adequate notice unless he or she
expressly challenges the notice when the meeting begins. If all directors are present at
any meeting of the Board, no notice shall be required and any business may be
transacted at the meeting.
Quorum. At all meetings of the Board, a majority of the directors shall
constitute a quorum for the transaction of business, and the acts of the majority of the
directors present at a meeting at which a quorum is present shall be the acts of the
Board. If there is less than a quorum present at any meeting of the Board, the majority
of those present may adjourn the meeting from time to time, or may elect to go ahead
with the meeting by contacting Board members by phone for participation. At the
adjourned meeting, any business which might have been transacted at the meeting as
originally called may be transacted without sending further notice of the agenda to the
All meetings of the Board of Directors shall be open for
observation by all owners of record and their authorized agents. The Board of Directors
shall keep minutes of all actions taken by the Board, which shall be available to all
owners. Upon the affirmative vote in open meeting to assemble in closed session, the
Board of Directors may convene in closed executive session to consider personnel
matters; consult with legal counsel or consider communications with legal counsel; and
discuss likely or pending litigation; matters involving possible violations of the governing
documents of the Association, and matters involving the possible liability of an owner to
the Association. No motion, or other action adopted, passed, or agreed to in closed
session may become effective unless the Board of Directors, following the closed
session, reconvenes in open meeting and votes in the open meeting on such motion, or
other action which is reasonably identified. The requirements of this subsection shall
not require the disclosure of information in violation of law or which is otherwise exempt
The principal officers of the Association shall be a president,
a vice president, a secretary, and a treasurer, all of whom shall be elected by and from
the Board. The directors may appoint from the Board such other officers as in their
judgment may be necessary or desirable. Two or more offices may be held by the
same person, except that a person may not hold the offices of president and secretary
Election of Officers.
The officers of the Association shall be elected
annually by the Board at the first Board meeting after the annual meeting of the
Association. They shall hold office at the pleasure of the Board.
Removal of Officers.
At any regular meeting of the Board or at any
special meeting of the Board called for such purpose, upon an affirmative vote of a
majority of the members of the Board, any officer may be removed, either with or
without cause. A successor to the removed officer may be elected at any such meeting.
The president shall be the chief executive officer of the
Association. He/She shall preside at all meetings of the Association and of the Board
and shall have all powers and duties usually vested in the officer of the President.
The vice president shall perform the duties of the
president when the president is absent or unable to act, and shall perform such other
duties as may be prescribed by the Board.
The secretary shall keep the minutes of all meetings of the
Board and of the Association and shall have custody of the business records of the
Board and the Association, other than financial records kept by the treasurer. He/She
shall also perform such other duties as may be prescribed by the Board.
The treasurer shall have responsibility for Association funds
and securities and shall be responsible for keeping full and accurate accounts of all
receipts and disbursements in books belonging to the Association.
Other Officers and Employees.
Other officers of the Association and
any persons employed to assist the officers, shall have such authority and shall perform
such duties as the Board may prescribe within the provisions of the applicable statutes,
the Declaration, and these Bylaws.
The Board may pay reasonable compensation to any
officer or Owner who performs substantial services for the corporation in carrying out
the management duties of the Board. The Board’s decision to compensate an officer
shall not become final until 60 days after notice of it (including the amount of
compensation to be paid) has been given to all persons entitled to notice of meetings of
the Association, and such decision may be reversed by the members of the Association
at a meeting duly called and held within 60 days after the notice of the decision was
Section 5.1 Committees
The Board may appoint one or more
committees that consist of one or more directors. Such committees, if composed
entirely of Board members, shall have arid exercise, to the extent provided in the
resolution establishing the committee, the authority of the Board in the management of
the Association. The appointment of any such committee shall not relieve the Board of
its ultimate responsibility for the administration and management of the corporation.
Section 5.2 Other Committees. Other committees, not having or exercising the
authority of the Board in the management of the Association, may be appointed by the
president or the directors, and such committees may be composed of one or more
members of the Association.
Section 5.2 Other
Other committees, not having or exercising the
authority of the Board in the management of the
Association, may be appointed by the president
or the directors, and such committees may be
composed of one or more members of the
HANDLING OF FUNDS.
The Association shall establish the necessary funds or
accounts to provide properly for the operation and maintenance of the corporation.
Overall superintendence of these funds shall be the responsibility of the treasurer of the
Association. There shall be at least three separate funds as described in Sections 6.2,
6.3, and 6.4.
Section 6.2 Working
There shall be established a checking account in a
commercial bank to be known as the “Working Capital Fund.” This fund will be used for
the normal operation of the corporation and will receive all monthly Assessments, first
purchasers’ initial contributions to the fund, and other monies received by the
Association. Checks shall be issued from this account for all management and
operation expenditures necessary f or the corporation and maintenance expenses of a
routine or minor nature that do not require resort to the Reserve Fund for Common
Elements. Funds for the Reserve Fund for Insurance Premiums and the Reserve Fund
for Common Elements will normally be deposited in the Working Capital Fund and
checks immediately issued to the other fund so an overall account of the funds received
and disbursed by the Association is centralized in the check register of the Working
Capital Fund account.
Section 6.3 Reserve
Fund for Common Elements.
The Association shall maintain a
fund which shall be known as the “Reserve Fund for Common Elements.” The
Treasurer shall deposit to this reserve account amounts reasonably anticipated to be
required for the periodic maintenance, repair, and replacement of the Common
Section 6.4 Combination
and Deposit or Investment of Funds.
All funds of the
Association shall be kept in accounts or deposits that are insured by agencies of the
United States, or in investments in U.S. Treasury bills, notes, bonds and other
obligations issued by the U.S. Government or its agencies. The funds of the Association
shall not be commingled with the funds of any other association or with the funds of any
manager of the Association. The reserve funds may be combined in one or more
savings accounts, certificates of deposit, or other accounts or deposits.
The Board shall notify each Owner in writing of the amount of the
annual and special assessments to be paid for the Owner’s Lot(s) and shall furnish
copies of all budgets and the Common Expense Liability allocations which apply to the
Lot(s), on which the annual and special assessments are based. The Board shall
furnish the same information to an Owner'’ mortgagee if so requested.
On or before the first day of each new year each
Owner shall pay or cause to be paid to the treasurer or designated agent of the
Corporation all assessments against the Lot(s) for that year. Any assessment not paid
by the first day of the 10th day of the new year for which it is due shall be delinquent and
subject to late charges, interest charges and collection procedures. The Board may
raise the annual assessment by no more than the greater of: (a) the rate of the latest
twelve month’s Consumer Price Index for All Urban Consumers (CPI-U) as of the date
of adoption of the annual proposed budget; or (b) five percent (5%).
For those Common expenses which cannot
reasonably be calculated and paid on a yearly basis, the Board may levy a special
assessment for such expenses against the Lots, subject to a majority affirmative vote of
the members or their voting representatives in attendance at the annual or special
meeting of the members or, at the Board’s discretion, as provided for in Section 1.6, a
vote of the entire membership by mail or email.
KEEPING RECORDS AND REPORTS.
The Board shall cause 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, including the names and addresses
of owners and other occupants of the lots, shall be available for examination by all
owners, holders of mortgages on the lots, and their respective authorized agents on
reasonable advance notice during normal working hours at the offices of the association
or its managing agent. The Association shall not release any telephone number of any
Owner. The Association may impose and collect a reasonable charge for copies and
any reasonable costs incurred by the Association in providing access to records.
The Association may adopt and amend the bylaws, rules and regulations; adopt and
amend budgets for revenues, expenditures and reserves, and impose and collect
assessment for common expenses from owners. A majority of the members of the
Board may cause a proposed amendment to be submitted to the members of the
Association for their consideration. If an amendment is proposed by Owners with 20%
or more of the votes in the Association, then, irrespective of whether the Board concurs
in the proposed amendment, it shall be submitted to the members of the Association for
their consideration at their next regular or special meeting for which timely notice must
be given. Notice of a meeting at which an amendment is to be considered shall include
the text of the proposed amendment.
The Association may dissolve the corporation by an affirmative vote of 100% of the
votes in the Association. In the event of a dissolution of the corporation, each person
who is then a member shall, for each lot then owned by him, receive his pro rata share
(a per lot basis) of the assets, after all its debts have been paid.
The foregoing Amended and Restated Bylaws were adopted on 27th day of August,
2018 at the meeting of the Board of Directors and adopted by the membership on
October 27, 2018.