Rose Point Community Club
Rose Point Community Club
By- Laws
Kirkland, WA
Article I
Purposes:
Section 1. This corporation shall be conducted as a non-profit maintenance corporation for the purposes set forth in the Articles of Incorporation for the area situated in King County, Washington.
Section 2. The corporation shall have power to levy and collect assessments against its members and against the tracts owned or purchased by them for the purposes in its Articles of Incorporation, and By-Laws set forth, and to sell or forfeit their interest in the corporation for default with respect to any lawful provisions of said Articles of Incorporation and By-Laws and upon forfeiture of any such property as by law and in the By-Laws provided may transfer the membership of such defaulting member.
Section 3. The purposes for which this corporation was created may be altered, modified, enlarged, or diminished by the vote of two-thirds of the members at a meeting duly called for such purpose, notice of which meeting shall be given in the manner provided by the By-Laws of giving of notice for the election of trustees.
Article II
Membership:
Section 1. The membership of the corporation shall consist of and be limited to the incorporators and the owners or purchasers of tract in the area described in Appendix "A" attached hereto, who shall have one membership regardless of the number of tracts so owned or purchased, and the interest of each member shall be equal to that of any other member, and no members can acquire any interest which shall entitle him/her to any greater voice, vote, or authority in the corporation than any other member. A purchaser under a real estate contract shall, and the seller under such contract shall not, be deemed to be an owner for membership purposes. If any tract or tracts are held by two or more persons, the several owners of such interest shall be entitled collectively to cast one vote.
Section 2. Except as heretobefore otherwise provided and as declaratory of the foregoing, non membership shall be voted unless represented by the owner or purchaser as aforedescribed of an individual tract or tracts to which it is and shall be inseparably appurtenant: the intent being that only persons with the right to possession of one or more tracts shall be entitled to membership.
Section 3. Membership and certificates of membership evidencing the shame shall be inseparably appurtenant to tracts owned by the members and upon transfer of ownership, or contract of sale, of any such tracts, membership or certificates of membership shall ipso facto be deemed to be transferred to the purchaser. No membership or certificate of membership can be transferred, assigned, or in any manner conveyed, other than in the manner hereinbefore set forth. In the event of the death of a member, the membership and certificate of membership of such member shall be and become the property of the personal representative of such deceased member upon the appointment and qualifications as such in a judicial proceeding and such personal representative shall have all of the rights, privileges, and liabilities of the deceased member until title shall be transferred to contracted to be transferred.
Section 4. No membership shall be forfeited nor member be expelled except upon foreclosure for non-payment of assessments, and no member may withdraw except upon transfer of title to the real property to which his membership is appurtenant, as elsewhere herein provided. No compensation shall be paid by the corporation upon any transfer of membership and no member whose membership is transferred shall be entitled to share or participate in any of the property or assets of the corporation.
Article III
In the event of the dissolution of the corporation each person who is then a member shall receive his pro-rata proportion of the property and assets after all of its debts have been paid.
Article IV
Trustees and Officers
Section 1. Corporate powers of the corporation shall be vested in a Board of Trustees to be elected by the members at the annual meeting. The number of trustees who shall manage the affairs of the corporation shall be given. At any meeting or special meeting called therefor the members may increase or decrease the number of trustees to any number not more than nine (9) or less than five (5).
Section 2. At the first meeting of members at which trustees are elected to succeed the original trustees, there shall be elected five (5) trustees; one to serve until the next following annual meeting of the members, one to serve until the second following annual meeting, one to serve until the third following annual, one to serve until the fourth following annual meeting, and one to serve until the fifth following annual meeting. Thereafter, trustees shall be elected to serve for five years or until their predecessors are elected and duly qualified.
Section 3. Each trustee shall be an incorporator or a member who shall not have lost his right to vote by reason of having disposed of land to which membership is appurtenant.
Section 4. In the event a trustee, other than an incorporator, ceases to be the owner of the land to which his/her membership is appurtenant, or of a contract for the purchase thereof, he shall thereby cease to be a trustee and his office shall become vacant upon written notification without action other than to spread such fact upon the minutes of the Board of Trustees.
Section 5. At the first meeting of the Board of Trustees after each annual meeting of the members, the Board of Trustees shall elect a President, Vice-President, Secretary, and Treasurer. Officers of the corporation as elected shall hold office for the term of one year and until their successors are qualified. Any officer may be suspended or removed by a majority vote of all the trustees.
Section 6. No trustee or officer shall receive any salary or compensation from the corporation.
Section 7. Any vacancy occurring in the Board of Trustees shall be filled by appointment by the majority of the remaining trustees. The person so appointed shall hold office until the next regular meeting of the members of the corporation, at which annual or adjourned annual meeting the vacancies for the remainder of the original terms, if any, shall be filled by election by the members in the regular manner.
Article V
Meetings:
Section 1. Annual meetings of the members of the corporation shall be held at Rose Point Community Beach or at such other place as the Board of Trustees may elect. The annual meetings shall be held each year on the second Sunday of August at 2:00 o'clock p.m. Notice thereof shall be given by the secretary by mailing notice of such meeting to each member not less than ten days prior to the date of the meeting. If, for any reason, the annual meeting of the member shall not be held on the day hereinbefore designated , such meeting may be called and held as a special meeting, and the same proceedings may be had thereat as at an annual meeting, provided, however, that notice of such meeting shall be the same herein required for the annual meeting, namely, not less than a ten-day notice.
Section 2. Special meetings of the members may be called at any time by the president or a majority of the Board of Trustees or by members representing twenty per cent of the membership of the corporation. Notice of a special meeting, stating the object thereof, shall be given by the secretary by mail such notice to each member not less than five days prior to the date on which such meeting is to be held.
Section 3. At all annual and special meetings of the members, twenty percent of all of the members of the corporation shall constitute a quorum for the transactions of business. Each member shall be entitled to one vote.
Section 4. Special meetings of the Board of Trustees shall be called at any time by the secretary on order of the president or a majority of the Board of Trustees. The secretary shall give each trustee notice, personally, verbally, by mail, or by telephone, of all regular and special meetings at least one day pervious thereto
Section 5. A member may exercise his right to vote by proxy.
Article VI
Powers and Duties of Trustees
Section 1. Subject to limitation in the Articles of Incorporation and the By-Laws and the laws of the State of Washington, all powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Trustees. Without prejudice to such general powers, and subject to the same limitations, it is hereby expressly declared that the trustees shall have the following powers.
Section 2. To select and remove all other officers, agents, and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the By-Laws.
Section 3. To conduct, manage, and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, wit the Articles of Incorporation or the By-Laws, as they may deem best; and to compromise and settle any and all disputes respecting corporation assets, including specifically boundary disputes and the conveyance of the disputed areas, by deed.
Section 4. To issue certificates of membership only to the owners or purchasers of tracts hereinbefore described, subject to such conditions or terms as provided in the Articles of Incorporation and the By-Laws.
Section 5. To charge and/or assess the several parcels of land and the owners thereof as hereinbefore more particularly set forth.
Section 6. To cause to be kept a compete record of all minutes and acts and to present a full statement to the regular annual meeting of the members.
Article VII
Duties of Officers
Section 1. President. The President shall preside at all meetings of the trustees and members; he/she shall sign as president all certificates of membership and all contracts or other instruments in writing authorized by the Board of Trustees; he shall call special meetings of the trustees or of the members whenever he deems it necessary; he shall have and exercise under the direction of the Board of Trustees the general supervision of the affairs of the corporation.
Section 2. Vice President. The Vice-President shall preside at all meetings in the absence of the president, and in case of the absence or disability of the president shall perform all other duties of the president which are incidental to his office.
Section 3. Secretary. The Secretary shall issue all notices and shall attend and keep the minutes of all meetings; he/she shall have charge of all corporate books, records, and papers; he shall be custodian of the corporate seal, shall attest his signature and impress with the corporate seal all written contracts of the corporation, and shall perform all such other duties as are incidental to his/her office.
Section 4. Treasurer. The Treasurer shall keep safely all moneys and securities of the corporation and disburse the same under the direction of the Board of Trustees. He/she shall cause to be deposited all funds of the corporation in a bank selected by the trustees. At each annual meeting of the members, and at any time directed by the trustees, he/she shall issue and present a full statement showing in detail the condition of the affairs of the corporation.
Section 5. Any officer, other than the president, may occupy two offices concurrently if the Board of Trustees so directs.
Article VIII
Certificates of Membership and Transfers
Section 1. A certificate of membership in the corporation shall be issued to each member. All such certificates shall be signed by the president, vice president, or the secretary.
Section 2. All memberships and certificates evidencing same shall be inseparably appurtenant to the tracts, tracts, or fractional tracts owned by the holders thereof and upon sale or contract to sell said real property, such memberships and such certificates shall become the property of the grantee or purchasers as hereinbefore provided. No transfer of membership shall entitle the transferee to vote the same until it has been established to he satisfaction of the secretary that such transfer is bona fide and has been make in the manner provided.
Section 3. Unless specifically requested by the owner and holder thereof, it shall not be necessary that certificates of membership be actually issued, but any owner or purchaser of a tract or tracts within the said district may exercise all of the rights and privileges and shall be subject to all of the liabilities of membership without the actual issuance and possession of such certificates of memberships.
Article IX
Section 1. The members of the corporation shall be liable for the payment of such charges or assessments as may from time to time be fixed and levied by the Board of Trustees pursuant to the Articles of Incorporation and these By-Laws and subject to the provisions of said Articles and By-Laws. The amount of such charges and assessments levied upon a member shall in no event, except as hereinafter provided, exceed in any one year the sum of $_________, together with said members' ratable share of annual real estate taxes and assessments, if any.
Charges and assessments against all members shall be levied by the Board of Trustees at a uniform rate per member without distinction or preference of any kind. All charges or assessments, when collected by the corporation, shall remain the property of the members until such time as such charges or assessments are expended pursuant to the Articles of Incorporation and By-Laws of the corporation.
Section 2. From time to time, as and when any such assessments in this Article IX are levied, each member with respect to the land or interest therein to which his/her membership is appurtenant, shall pay the amount of such assessment against the same to the corporation, at is office, within thirty days after the mailing of the notice of such assessment to the members; and the amount of such assessment, together with all expenses, attorney's fees, and costs reasonably incurred in enforcing the same, shall be paid by the members and shall be a lien upon said land and the membership appurtenant thereto, and enforceable by foreclosure proceedings in the manner provided by law for foreclosure of mortgages upon land; provided, that no proceedings for the foreclosure of any said liens in this Article IX provided shall be commenced except upon the expiration of six months from and after date of mailing said notice of assessment in this section described.
Article X
Amendments:
These by laws may be amended at any time by a vote of a majority of the members of the corporation.
Article XI
Corporate Seal:
The seal of the corporation shall be in a circular form and shall contain 'ROSE POINT COMMUNITY CLUB' in the form and style as affixed in these By-Laws by the impression of said corporate seal.
Article XII
Date of Adoption
These By-Laws are duly adopted by the corporation and the corporate seal thereof affixed on the 1st day of December, 1966. _____________________________ PRESIDENT
ATTEST: _________________________________
SECRETARY SUBSCRIBED AND SWORN to before me this ______________day of December, 1966. ______________________________ Notary Public in and for the State of Washington , resident at ______________________.
APPENDIX "A"
Parcel B: Lots 1 through 10, inclusive, Rose Point Addition, Division 2, a replat of a portion of Block 147, Burke & Farrar's Kirkland Addition, Division 29, King County, Washington.
and
Tracts 1 through 36, inclusive, Rose Point Addition, an unrecorded plat of a portion of Burke & Farrar's Kirkland Addition, Division 29, and a portion of Lot 7, Section 31, Township 26 North, Range 5 E.W.M., King County, Washington, and more particularly described as follows:
Beginning at the stone monument at the intersection of Lake Avenue and Los Angeles Street as shown on plat of Burke & Farrar's Kirkland Addition to the City of Seattle, Division No. 29, as per plat recorded in Volume 25 of Plats, page 29, records of King County, and running thence South 48o13'45" East 480.00 feet; thence South 41o46'15" West 602 feet; then North 48o13'45" West 480 feet; then North 41o46'15" East 602 feet to the point of beginning, in King County, Washington.