Revised and Restated LRAA Bylaws

Lost River Airport Tracts Association
Mazama, Washington 98833
Restated Bylaws of Lost River Airport Tracts Association

 
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Restated Bylaws of Lost River Airport Tracts Association

Article 1 Definitions

Article 2 Applicability

Article 3 Purpose

Article 4 Membership and Access

Article 5 Voting

Article 6 Meetings of Members

Article 7 Conduct of Meetings

Article 8 Trustees

Article 9 Officers

Article 10 Committees

Article 11 Association Business

Article 12 Assessments and Fees

Article 13 Obligations of Owners

Article 14 Indemnification

Article 15 Notices

Article 16 Amendment

Signatures

These restated by-laws were adopted by the Lost River Airport Tracts Association, known as the Lost River Airport Association (the Association), pursuant to Article X of the Association’s originally adopted by-laws, and adopted by the Association on May 24, 2009.

Article 1 Definitions

The definitions of terms contained in these By-laws shall apply to any terms, which are used in these by-laws.

Article 2 Applicability

These by-laws shall be applicable to and govern the Association, the Board of Trustees, and officers thereof, and the Members in respect to all Association related business and conduct, and the management thereof.

Article 3 Purpose

3.01 – The Corporation shall be conducted as a non-profit corporation for the purposes set forth in the Articles of incorporation for use and maintenance as a community facility.

3.02 – The Corporation shall have the power to levy and collect dues, fees, and assessments against its Members and Access Owners and against the tracts owned or purchased by them.

3.03 – The purposes for which the corporation was created may be altered, modified, diminished or reduced by the vote of the Members in accordance with Washington state law.

Article 4 Membership and Access

4.01 – All property owners within the boundaries of Lost River Airport Tracts shall be Members of the Association (Members). In addition, the Association is required to grant access to its roads and air field to those who own certain property adjacent to the boundaries of the Association airport (Access Owners). Such Access Owners shall not be entitled to connect to the LRAA water system.

4.02 – Membership shall be inseparably appurtenant to lots contained in the Lost River Airport Tracts development. Each owner of a lot in the Lost River Airport Tracts development shall be a Member of the Association and upon transference of ownership, membership in the Association shall be deemed transferred to the successor owner.

4.03 – No Member may withdraw from the Association except upon transfer of title to the real property to which his Membership is appurtenant. No compensation shall be paid by the Association upon any transfer of Membership and no Member whose Membership has been transferred shall be entitled to share or participate in any of the rights, property or assets of the corporation. Access Owners must continue to pay the required fees so long as they continue to own land requiring access to Association roads. Access Owners will notify any subsequent purchaser of the access easement and required fees.

4.04 – In the event of partition of multiple lots by a single owner and sale to another owner, each owner of a separate lot shall be entitled to, and required to be, a Member of the Association.

Article 5 Voting

5.01 – In order for any Member to participate in the parliamentary process of either the Annual Meeting or any Special Meeting, bring any motion to the Membership for a vote, vote on any Association business, either in person, by mail or valid proxy, that Member must be a Member in good standing. Access Owners in good standing shall be entitled to participate in the parliamentary process and in voting as described and allowed in 5.03, below. To be in good standing a Member or Access Owner must be current on all applicable Association dues, assessments, and fees, or current on a payment plan approved by the Board for all applicable Association dues, assessments and fees.

5.02 – Each Member shall have one vote for all Association business regardless of the number of lots owned by each owner. If a lot is owned by a marital community, a vote may be cast by either spouse but not each spouse, and if a lot is owned by two or more persons (an ownership group), a vote may be cast by any individual owner but not by each owner.

5.03 – Lost River Airport Association Access Owners shall be entitled to one vote for each parcel or group of parcels owned by one owner or ownership group at Association meetings concerning the roads and airport only.

5.04 – Ballot Casting – All voting shall be by Member or Access Owner in attendance, by proxy or through voting by mail. If voting by proxy through another Member or Access Owner, the Member or Access Owner presenting the proxy for the absent Member or Access Owner must also be a Member or Access Owner in good standing. Proxies must be submitted in writing to the Board for verification of the Member’s or Access Owner’ status at least five (5) days prior to any business being transacted that requires a vote.

5.05 – Method of Balloting – Voting shall be held via paper ballot. Such ballots are to be distributed to the Association Members by the Treasurer and collected by the Secretary. Counting of ballots shall be conducted openly by the Secretary and verified by the Treasurer and two or more Members of the Association. If counting results cannot be confirmed by the counters, then a revote shall immediately occur and be counted as provided in this Article 5.

Article 6 Meetings of Members

6.01 Annual Meetings – are defined as those meetings of the Members and Access Owners that are held on the Sunday of Memorial Day weekend of each year at a time and place, as determined by the Board of Trustees.

6.02 Special Meetings – are defined as those meetings of the Members and Access Owners that may be called at any time by the President, a majority of the Board of Trustees, or twenty percent (20%) of the Members of the Association in good standing. If the Special Meeting will relate to roads or the airport, Access Owners shall be invited to the meeting.

6.03
Notices of Meetings – Notices of the time and place of the Annual Meetings and of the date and time of Special Meetings shall be in writing or shall be sent electronically and shall be given to each Member not less than fourteen (14) days nor more than sixty (60) days in advance of each meeting. To receive notices electronically, a Member must have signed an Electronic Document Delivery Authorization and sent that document to the Association. The notice of Annual Meeting shall specify i) that it is an annual meeting at which there shall be an election of Trustees, ii) any proposed changes or amendments to these by-laws, iii) that review and approval of the annual budget will take place, iv) the nature of any other matters that may come before the meeting. A notice of Special Meeting shall specify i) any proposed changes or amendments to these By-laws, ii) the nature of the business to be considered and iii) and the votes to be taken at such meeting. No other business shall be considered at such meeting. To be considered at any meeting, all proposed By-law amendments must be included in the notice of such meeting. Amendment approved by the LRAA membership at the May 29, 2016 Annual Membership Meeting.

6.04 Quorum – A quorum for the conduct of any business at an Annual or Special meeting shall consist of twenty-five percent (25%) of the Members in good standing present in person, or by valid proxy at the beginning of the meeting

6.05 Issues to be voted upon – If a Member or Access Owner wants to bring an issue to the Annual Meeting for a vote by the Members and Access Owners, a written explanation of the nature of the topic to be addressed and the vote to be requested must be received by the Board, in writing, at least thirty (30) days prior to the Annual Meeting. Speeches by Members and Access Owners will be limited to no more than 5 minutes unless the Board allows more time. Members and Access Owners wishing to speak should notify the Board no later than the morning of the Annual Meeting. No issues may be presented for a vote during such speeches unless they have been provided to the Board as set forth in this Article 6. Access Owners may bring issues or make speeches only on the subject of roads or the airport.

Article 7 Conduct of Meetings

All meetings shall be conducted in a civil and respectful manner.

Article 8 Trustees

8.01 Number of Trustees – The management of the Association shall be vested in the Board of Trustees which shall consist of not less than five (5) nor more than nine (9) persons in any odd number combination.

8.02 Qualification of Trustees – Each Trustee shall at all times, during their term of office be a Member and in good standing. If a Trustee ceases to be a Member, or fails to maintain good standing, they shall be deemed to have resigned as a Trustee as of the date their ownership transfers, or 45 days after any payment is due to the Association.

8.03 Nominations by Mail – Trustees may be nominated by mail prior to the Annual Meeting, provided:

8.03.1 the nomination is received by the Board at least thirty (30) days prior to the Annual Meeting;

8.03.2 that the nominated Member is a Member in good standing as of at least five (5) days prior to the Annual Meeting and,

8.03.3 the nominated Member states, either at the Annual Meeting or in the nominating letter, that they agree to accept the Trustee position if elected.

8.04 Election of Trustees – Trustees shall be elected by the Members at the Annual Meeting. Each Member in good standing shall be entitled to cast one vote for each Trustee position that is to be voted upon in accordance with article 5 of these By-laws. Nominations for candidates for office of Trustee will be taken from the Members on the day of the Annual Meeting or by mail in accordance with article 8.03. The nominated Member or an authorized representative must be present at the Annual Meeting for the nominated member to be elected.

8.05 Terms of Trustees – Trustees shall be elected for terms of three (3) years. Trustees may not serve more than two (2) consecutive terms. The Trustees terms shall be staggered such that one-third (1/3rd) of the Trustees are elected or re-elected at each Annual Meeting.

8.06 Removal of Trustees by the Members – The Members may remove a member of the Board of Trustees with or without cause by a majority vote of the Members present in person, by proxy or by mail-in ballot at any duly called meeting for which a notice of intent to remove such Trustee has been given. Appointment of a replacement Trustee shall be determined by a majority of the Members present in person, by proxy or by mail-in ballot at that same meeting, with such replacement Trustee being elected to serve until the next Annual Meeting. If such Members cannot reach agreement on a replacement Trustee within two (2) ballots, the Board of Trustees shall appoint a replacement Trustee, with such replacement Trustee being elected to serve until the next Annual Meeting. If the Members cannot reach agreement on a replacement Trustee within two (2) ballots, the Board of Trustees shall appoint a replacement Trustee, with such replacement Trustee being appointed to serve until the next Annual Meeting.

8.07 Resignation or Death of Trustee – Upon the resignation, or death of a Trustee, the remaining Trustees shall appoint a replacement Trustee to serve as Trustee until the next Annual Meeting. Such replacement Trustee shall be eligible thereafter to be elected for up to two (2) terms in accordance with these Bylaws.

8.08 Meetings of Board of Trustees – The Board of Trustees shall hold a planning meeting within one (1) week following the Annual Meeting for the purpose of electing officers for the ensuing year. In addition, the Board of Trustees shall hold such other meetings at a time and place determined by the Trustees as may be required to conduct the business of the Association. Meetings of the Board of Trustees may be called by the president or by a majority of the Trustees upon three (3) days’ notice. Notice may be by telephone, email or regular mail. A Board member may waive such notice in writing. Board members may participate in any Board meeting either in person or by conference call. Meetings of the Board may be conducted at a physical location, by conference call, or through any other technology that allows the Board members to conduct the business of the Association.

8.09 Open Meetings – Except as hereinafter stated, all meetings of the Board of Trustees shall be open for observation by Members. The Board shall keep minutes of all actions taken by it, and copies of these minutes shall be made available without cost to any Member by, for example, leaving copies of the minutes in a box at the bulletin board at the Firehouse, by E-mail, by posting on the Association website, or, upon request of a Member, by regular mail. The Board may meet in executive session, subject to the following requirements:

8.09.1 Upon an affirmative majority vote of the Board of Trustees to meet in executive or closed session, the Board may reconvene in closed session. The Board may reconvene in executive session to consider personnel matters; consult with legal counsel or consider communication from legal counsel; and to discuss likely or pending litigation, matters involving possible violations of the governing documents of the Association, and matters involving the possible liability of a Member to the Association.

8.09.2 The motion for an executive session shall state the purpose of the closed session which shall appear in the minutes of the Board meeting.

8.09.3 No motion or other action adopted, passed or agreed upon in executive session may become effective unless the Board, following such session, reconvenes in open session and votes on such motion or other action.

The requirements of this section will not require the disclosure of information which would be in violation of any law or which is otherwise privileged or exempt from disclosure.

8.1.0 Quroum – Trustees
The presence of a majority of the then serving Trustees participating in a duly called meeting shall constitute a quorum for the purpose of conducting any business at a meeting of the Board of Trustees.

8.11 Delegation of Authority – The Board of Trustees may not delegate its authority to any other person or entity.

8.12 Forfeiture of Office – In the event that a Trustee is absent from three (3) consecutive duly called meetings of the Board of Trustees and none of said absences are excused by the President or Secretary, the office of the absent Trustee shall be forfeited and shall be deemed vacant immediately upon the conclusion of such 3rd consecutive meeting of the Board. In that event, the absent Trustee shall no longer be considered or have any authority to act as a Trustee. The Board of Trustees may appoint a replacement Trustee, with such replacement Trustee being appointed to serve until the next Annual Meeting.

8.13 Financial compensation of Trustees –Trustees serve on a voluntary, non-paid basis. Trustees may not be paid employees or contractors of the Association during their term as Trustee, however, Trustees may be reimbursed for reasonable, out-of-pocket expenses they incur in conducting business on behalf of the Association.

Article 9 Officers

9.01 Officers – The officers of the Association shall be a President, Vice-President, Secretary, and Treasurer. Each officer shall be a Member. All correspondence pertaining to the Association business shall be signed by an officer of the Board of Trustees and only an officer of the Board of Trustees may contractually commit the Association to any agreement for the Association.

9.02 President – The President shall preside at all meetings of the Members and of the Board of Trustees and may exercise the powers ordinarily allocable to the presiding officer of a nonprofit corporation.

9.03 Vice-President – The Vice-President shall perform the functions of the President, in the absence, inability, or at the request of the President.

9.04 Secretary – The Secretary shall keep minutes of the meetings of the Association and Board of Trustees and shall keep correspondence and other records as may be necessary and appropriate for the Association and the Board of Trustees.

9.05 Treasurer – The Treasurer shall maintain a bank account for funds and shall deposit therein all assessments and other funds received for the Association, be responsible for maintaining accurate records thereof, and disburse the same only for Association purposes as approved by the Board of Trustees.

9.06 Election of Officers – The officers of the Association shall be elected annually by the Trustees. The Trustees by majority vote at a duly called meeting where such purpose was stated as the reason for the meeting may also remove and replace an officer. Such removal shall not affect his/her position as a member of the Board of Trustees.

9.07 Fidelity Bond Coverage – The Board of Trustees shall require fidelity bond coverage for the Treasurer and may require that other officers have fidelity bond coverage in favor of the Association as the Board determines necessary or appropriate. The cost of such coverage shall be borne by the Association as a part of its annual budget.

Article 10 Committees

10.01 Committee Makeup -The Board of Trustees may create such committees as are deemed necessary to fulfill the requirements of the By-laws. All committees shall be reviewed annually by the Board of Trustees and consist of at least three (3) Members or Access Owners in good standing, the majority of which must be Members.

10.02 Role of Committees – the purpose and scope of any committee shall be to provide subject specific advice to the Board, make recommendations, and to conduct research for the Trustees on such matters as are specifically defined in the committee charter by the Board of Trustees.

10.03 Term of Office – Each member of a committee shall continue as such until their successor is appointed, until they cease to qualify as a member thereof, they resign their appointment, or the committee completes its purpose.

10.04 Chairperson – One member of each committee may be appointed chairperson by the Board of Trustees.

10.05 Vacancies – Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of original appointments.

10.06 Quorum – A majority of committee members present shall constitute a quorum for the conduct of committee business.

10.07 Rules – Each committee may adopt rules for its own governance which shall be consistent with these by-laws and with any applicable rules adopted by the Board of Trustees.

Article 11 Association Business

11.01 Budget – The Board of Trustees shall annually prepare a proposed operating budget, which shall include the projected annual revenue and expenses for the improvement, maintenance, repair, and replacement of the airport, roads, water system, and services, which the Association is to provide under the Articles of Incorporation. The proposed annual budget shall additionally include all projected miscellaneous or special expenses associated with the operation and business of the Association for the ensuing year, all expenses required by these By-laws to be paid by the Association, and reserve funds in such amounts as may be required to conduct the business of the Association. The President of the Board of Trustees may not approve unbudgeted expenses in excess of five hundred dollars ($500.00) of Association funds without approval of the majority of the Board.

11.02 Submission of Proposed Budget – The proposed annual budget shall be prepared and submitted to each Member with the notice of the annual meeting.

11.03 Adoption of Annual Budget – At the Annual Meeting, the proposed annual budget, as prepared by the Board of Trustees, shall be submitted to the Members for approval or modification and approval. In the event the proposed annual budget is not approved for any reason, the last approved annual budget shall continue in effect until such time as the Members approve a new annual budget.

11.04 Insurance –
11.04.1 The Association shall maintain liability insurance, in an amount to be determined by the Board of Trustees; covering all occurrences commonly insured against for death, bodily injury, and property damage arising out of or in connection with the conduct of Association related business and activities.

11.04.2 The Association shall maintain errors and omissions liability insurance insuring the members of the Board of Trustees and officers against liability by reason of errors or omissions in the conduct of the Association’s business.

11.04.3 The Association shall have no responsibility to obtain hazard insurance for a Member’s real or personal property or his/her personal liability.

11.04.4 The annual cost of premiums for the insurance required by these by-laws shall be a common expense and shall be a part of the annual budget.

11.05 Association Records and Funds – The Association’s records and funds shall be maintained and managed as provided in RCW 64.38.045, as amended. Specifically, the Association shall:

11.05.1 Keep financial records sufficiently detailed to enable it to comply with RCW 64.38.045, as amended;

11.05.2 Make all financial and other records reasonably available for examination by any Member;

11.05.3 At least annually, prepare or cause to be prepared, a financial statement of the Association in accordance with generally accepted accounting principles;

11.05.4 Cause the financial statement and records to be reviewed at least annually by the audit committee, and as required by law;

11.05.5 Maintain the funds of the Association such that they are not commingled with any dedicated reserve funds;

11.05.6 Maintain all records in accordance with applicable Washington state and Federal law.

11.06 Inspection of Records – All records of the Association, including the names and addresses of Members, shall at all times be subject to inspection and copying by any Member during normal office business hours. The Association may impose and collect a reasonable charge for copies and any costs incurred by the Association in providing access to its records.

11.07 Architectural Standards – The Architectural Standards adopted by the Membership on May 2, 1990 are included in these by-laws by reference. The Board of Trustees is empowered to implement and enforce these Architectural Standards or as they may be amended by the Members.

11.08 Employees, Agents, and Independent Contractors – The Board of Trustees may hire, discharge, discipline, and/or contract with employees, managing and other agents, independent contractors, and may determine and set the terms and conditions of employment and/or the contract as the Board, in its sole discretion, shall deem in the best interests of the Association.

Article 12 Assessments, Fees and Penalties

12.01 Basis of Assessments/Fees/Penalties – The Members of the Association and their respective lands 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 for the use and maintenance of the Association. The annual budget of the Association, as approved at the Annual Meeting or Special Meeting called for such purpose, shall be the basis of annual assessments/fees against the lots of the Members and Access Owners. In addition, the Board of Trustees, on behalf of the Association, may levy capital improvement assessments, special assessments, fees for maintenance or improvements, a water right fee, water usage fees, charges for replacement or repair of Association property or equipment and/or emergency assessments as may be required for the use and maintenance of the Association. Charges for annual dues and fees against Members and Access Owners for roads, airport, refuse and other services shall be levied by the Trustees at a uniform rate. Charges for the base water fee against Members for access to the LRAA water system shall be levied by the Trustees at a uniform rate and shall be applied to only those members holding water rights. Amendment approved by the LRAA membership at the May 29, 2016 Annual Membership Meeting.

12.02 Special Assessments – If required for the proper operation of the Association, the Board of Trustees may charge special assessments against Members and Access Owners.

12.03 Enforcement – All charges or assessments levied by the Association shall be collectible and enforceable upon mailing the notice of such charges or assessments to the Members or Access Owners. In the event that the charges or assessments are not paid by the due date specified in the notice or, if no due date is specified, within 60 days of mailing, the Board of Trustees shall impose late charges and lawful interest on the delinquent amount. Late charges may be enforced by a lien upon the Member’s or Access Owner’s property and, if the Member holds a water right and is connected to the LRAA Water System, by interrupting the Member’s access to the LRAA water system after notice as required by law. A lien may be enforced by foreclosure proceedings in the manner provided by law, however such foreclosure proceedings will not be commenced until allowed by law. All expenses, attorney fees and costs reasonably incurred to collect the delinquent charges, the interruption of and reconnection to the LRAA water system or repair or replacement of Association property and equipment shall be paid by the Member or Access Owner. Amendment approved by the LRAA membership at the May 29, 2016 Annual Membership Meeting.

Article 13 Obligations of Owners

13.01 Construction, improvements and repairs – Members are responsible for all construction, improvements, repairs(s) and maintenance upon his/her lot(s), and shall adhere to all current building codes, set back requirements, rights of way, water, electric, septic, or sewer hook-up requirements, and the Architectural Standards of the Association. Upon completion of that work, the Member is responsible for all site clean-up, and the Association shall have no responsibility therefore, except as otherwise provided in these Bylaws. This includes any construction debris as well as all natural material cleared from the site to accommodate the work. In the event the Member fails to adhere to these standards, the Association shall have the right, but not the obligation, upon notification to the Member by registered mail, to enter upon and remove any construction or site debris which constitutes a fire, safety or health hazard or creates an unsightly appearance within the boundaries of the Association. In that event, any costs incurred by the Association will be the responsibility of the Member and the Member will be assessed accordingly, subject to enforcement under article 12.03 of these By-laws.

13.02 No Member shall drill or operate a water well on property within the Lost River Airport Tracts. Amendment approved by the LRAA membership at the May 25, 2015 Annual Membership Meeting.

13.03 Members, renters, lessees and guests – All Members, including their occupant families, guests, and tenants, shall have the obligation to comply with these Bylaws, the Architectural Standards, and all other policies and rules adopted by the Association for the safety and well being of everyone living in or visiting Lost River Airport Tracts. Each Member who rents or leases or allows occasional guests to use their property shall provide each renter, lessee or guest with a copy of the applicable Bylaws/Rules/Policies, as posted on the LRAA website. If the Member is unable, upon request, to provide evidence to the Association that he or she has done complied with this requirement, the Association may furnish a copy of the posted document to the renter, lessee or guest and may charge the Member a reasonable fee for doing so. Failure of the Member or of the Association to provide a copy of the applicable Bylaws/Rules/Policies to a renter, lessee or guest shall not be a defense to compliance with, or enforcement of any provision contained therein. Amendment approved by the LRAA membership at the May 29, 2016 Annual Membership Meeting.

Article 14 Indemnification

The Association agrees to indemnify and hold harmless its employees against all claims, demands, suits or actions, including attorney’s fees incident thereto or incident to successfully establishing the right to indemnification, provided that any such claim, demand, suit, or action is attributable to an accident which results in bodily injury, sickness, disease or death, or to damage to or destruction of tangible property, based on or arising in any way from the services performed by the employee for the Association under a written contract of employment. The foregoing shall only apply to the extent the employee acted in good faith, and in a manner the employee reasonably believed to be in or not opposed to the best interests of the Association. Employee shall give the Association prompt notice of any such claim, demand, suit or action, shall give the Association and its insurer an opportunity to control the defense thereof and shall make no settlement without the prior written consent of the Association and its insurer.

Any dispute regarding the extent of the Association’s indemnification obligation hereunder shall be resolved pursuant to Washington state law.

Article 15 Notices

All notices given pursuant to these by-laws shall be in writing, unless otherwise provided herein, and shall be delivered or mailed. If mailed, the notice shall be sent by U.S. first class mail, with postage prepaid, to the recipient’s address of record with the Association or last known address, as the case may be.

Article 16 Amendment

These by-laws may be amended by a vote of seventy percent (70%) of the Members in good standing at a duly called Annual or Special Meeting, notice of which is made in accordance with article 6.0 these by-laws. The President and Secretary are authorized to prepare, execute, certify, and record amendments to these by-laws.

Signatures

ADOPTED this 24th day of May, 2009

___________________________________

President

ATTEST:

___________________________________

Secretary

Seal: