Hill Homeowners' Association
HILL HOMEOWNERS ASSOCIATION
Washington State Business ID 602619367
NAME AND LOCATION
The name of the association
is Fox Hill Homeowners Association hereinafter referred to as the
The principal office of the corporation shall be located at 1251
McDaniel Lane SE #101 Olympia, Washington 98513 but meetings of members
and directors may be held at such places within the State of
Washington, County of Thurston as may be designated by the Board of
"Association" shall mean and refer to Fox Hill Homeowners
Association, its successors and assigns.
"Properties" shall mean and refer
to that certain real property described in the Declaration of
Covenants, Conditions and Restrictions, and such additions thereto as
may hereafter be brought within the jurisdiction of the Association.
"Lot" shall mean and refer to any
plot of land shown upon any recorded subdivision map of the Properties.
Section 4. "Owner" shall mean and refer to the
record owner, whether one or more persons or entities, of the fee
simple title to any Lot which is a part of the Properties, including
contract sellers, but excluding those having such interest merely as
security for the performance of an obligation.
Section 5. "Declaration" shall mean and refer to the
Declaration of Covenants, Conditions and Restrictions applicable to the
Properties recorded in the Thurston County Auditor's Office
Section 6. "Member" shall mean and refer to those
persons entitled to membership as provided in the Declaration.
MEETING OF MEMBERS
I. Annual Meetings.
The first annual meeting of the members shall
be held within one year from the date 75% of the lots are conveyed to
other owners, and meetings will then be held periodically as necessary,
with the length of time between such meetings not to exceed thirteen
Meetings. Special meetings of
the members may be called at any time by the president or by the Board
of Directors, or upon written request of the members who are entitled
to vote one-fourth (1/4) of all the votes of the membership.
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, sending a copy
of such notice not less than 30 days nor more than 60 days before such
meeting to each member entitled to vote thereat, 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.
The presence at the meeting of members
entitled to cast, or of proxies entitled to cast 60% of the votes of
each class of 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 and shall specify the date of the meeting for
which the proxy is valid. Every proxy shall be revocable and shall automatically
cease upon conveyance by the member of his/her Lot.
1. Number. The affairs of this Association shall be managed by
a Board of five (5) directors, who must be members of the Association.
The Board of Directors includes all of the officers of the Association
as defined by Article VIII.
Section 2. Term
of Office. At each annual meeting, the members shall elect the
directors for terms of one year.
Removal. Any director may be removed from the Board, with or
without cause, by a majority vote of the members of the Association.
Vacancies. In the event of death, resignation or removal of a
director, his/her successor shall be selected by the remaining members
of the Board and shall serve for the unexpired term of his/her
Compensation. No director shall receive compensation for any
service he/she may render to the Association in his/her capacity as a
director. However, any director may be reimbursed for his/her actual
expenses incurred in the performance of his/her duties.
Action Taken Without a Meeting. The directors shall have the
right to take any action in the absence of a meeting which they could
take at a meeting by obtaining written approval of all the directors.
Any action so approved shall have the same effect as though taken at a
meeting of the directors.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election
to the Board of Directors shall be made by a Nominating Committee.
Nominations may also be made from the floor at the annual meeting. The
Nominating Committee shall consist of a Chairman, who shall be a member
of the Board of Directors, and one or more members of the Association.
The Nominating Committee shall be appointed by the Board of Directors
prior to each annual meeting of the members, to serve from the close of
such annual meeting until the close of the next annual meeting and such
appointment shall be announced at each annual meeting. The Nominating
Committee shall make as many nominations for election to the Board of
Directors as it shall in its discretion determine, but not less than
the number of vacancies that are to be filled.
The Section 2. Election. Election to the Board of Directors shall be by
secret written ballot or by voice vote. At such election the members
or their proxies may cast, in respect to each vacancy, as many votes
as they are entitled to excercise under the
provisions of the Declaration. The persons receiving the largest
number of votes shall be elected. Cumulative voting is not permitted.
MEETINGS OF DIRECTORS
1. Regular Meetings.
Regular meetings of the Board of Directors
shall be held periodically as necessary, with the length of time
between such meetings not to exceed 13 months. Notice of such meetings
shall be made at least 7 days in advance.
Special Meetings. Special
meetings of the Board of Directors shall be held when called by the
president of the Association, or by any two directors, after not less
than three (3) days notice to each director.
Quorum. A majority of the
number of directors shall constitute a quorum for the transaction of
business. Every act or decision done or made
by a majority of the directors present at a duly held meeting at which
a quorum is present shall be regarded as the act of the Board.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have the power to: (a)
suspend the voting rights of a member during any period in which such
member shall be in default in the payment of any assessment levied by
the Association. (b) exercise for the Association all powers, duties
and authority vested in or delegated to this Association and not
reserved to the membership by other provisions of these By Laws, the
Articles oflncorporation, or the Declaration;
(c) declare the office of a member of the Board of Directors to be
vacant in the event such member shall be absent from three consecutive
regular meetings of the Board of Directors; and (d) employ a manager,
an independent contractor, or such other employees as they deem
necessary, and to prescribe their duties.
Duties. It shall be the duty
of the Board of Directors to: (a) 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 when such statement is requested in writing by one-fourth (1/4)
of the members who are entitled to vote; (b) supervise all officers,
agents and employees of this Association, and to see that their duties
are properly performed; (c) fix the amount of the annual assessment
against each Lot; (d) send written notice of each assessment to every
Owner subject thereto; (e) take action as it deems appropriate to
collect assessments, including, but not limited to, foreclosure of the
lien against the property for which assessments are not paid; (f)
issue, or to cause an appropriate officer to issue, upon demand by any
person, a certificate setting forth whether or not any assessment has
been paid. A reasonable charge may be made by the Board for the
issuance of these certificates. If a certificate states an assessment
has been paid, such certificate shall be conclusive evidence of such
payment; (g) take action as it deems appropriate to enforce provisions
of the Declaration and ensure that the purposes of the Declaration are
fulfilled; (h) cause all officers or employees having fiscal
responsibilities to be bonded, as it may deem appropriate; (i) provide for the maintenance and improvement of
the storm water retention facilities.
OFFICERS AND THEIR DUTIES
Section 1 - Enumeration of
Offices. The officers of this
Association shall be a president, a vice-president, a secretary, a
director and a treasurer, and such other officers as the Board may
from time to time by resolution create. The officers shall at
all times be members of the Board of Directors.
Section 2. Election of Officers. The election of officers
shall take place with the election of the Board of Directors at 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/she 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 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 by
appointment by the Board. The officer appointed to such vacancy shall
serve for the remainder of the term of the officer he/she 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 of any of the other offices except
in the case of special offices created pursuant to Section 4 of this
Section 8. Duties. The duties of the officers are as follows:
President. The president shall preside at all meetings of the Board
of Directors; shall see that orders and resolutions of the Board are
carried out; shall sign all written instruments and may co-sign all
checks and promissory notes.
Vice-President. The vice-president shall act in the place and stead
of the president in the event of his/her absence, inability or
refusal to act, and shall exercise and discharge such other duties as
may be required of him/her by the Board.
Secretary. The secretary shall record the votes and keep the minutes
of all annual 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; keep appropriate current records showing the
members of the Association together with their addresses, and shall
perform such other duties as required by the Board.
Director. The officer position of director shall coordinate special
projects, report on the condition of common areas and facilities, and
exercise and discharge such other duties as may be required of
him/her by the Board.
Treasurer. 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 Directors; shall sign
all checks and promissory notes of the Association; keep proper books
of account; cause an annual audit of the Association books to be
made, by either a public accountant or by 2 non-officer members of
the Association as determined at the Annual Meeting, at the
completion of each fiscal year; and shall prepare an annual budget and
a statement of income and expenditures to be presented to the membership
between 14 and 50 days before its regular annual meeting, and deliver a
copy of each to the members at the annual meeting for vote. The budget
will be adopted unless the majority of votes reject it. Majority includes
all owners, not just those in attendance of the meeting. Thus, a budget
may be adopted even if there is no quorum at the meeting.
The Board of
Directors shall appoint committees as deemed appropriate.
BOOKS AND RECORDS
The books, records and
papers of the Association shall at all times, during reasonable
business hours, be subject to inspection by any member. The
Declaration, the Articles of lncorporation
and the By-Laws of the Association shall be available for inspection
by any member at the principal office of the Association, where
copies may be purchased at reasonable cost.
As more fully provided in
the Declaration, each member is obligated to pay to the Association
annual and special assessments.
The Association shall have
a seal in a circular form having within its circumference the words:
Fox Hill Homeowners Association.
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 of members present in person or by proxy.
Section 2. In
the case of any conflict between the Articles of Incorporation and
these ByLaws, 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 March and end on the last day of February of every year,
except that the first fiscal year shall begin on the date of incorporation.