SCOTT LAKE MAINTENANCE CO.
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 Section 4, Township 16 North, Range 2 West W. M. and Section 33, Township 17 North, Range 1 West W. M., Thurston County, Washington, known as the Scott Lake area.
The corporation shall have power to levy and collect assessments against its members and against the tracts owned or purchased by them fur 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.
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 shall be given in the manner provided by the By-Laws of giving notice for the election of trustees.
The membership of the corporation shall consist of and be limited to the incorporators and the owners or purchasers of tracts in the area described in Article II of the Articles of Incorporation, 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 member can acquire any interest which shall entitle him to any greater voice, vote or authority in the corporation that any other member. A purchaser under a contract of purchase shall be deemed to be an owner for membership purposes. Ifany tract or tracts are held by two or more persons. the several owners of such interest shall be entitled collectively to cast one vote.
Except as hereinbefore otherwise provided and as declaratory of the foregoing, no membership shall be voted unless represented by the owner or purchaser 85 aforedescribed of an individual tract or tracts to which it is and shall be inseparably appurtenant
Membership and certificates of membership evidencing the same shall be inseparably appurtenant to tracts owned by the members, and upon transfer of ownership, or contract of sale, of such tracts, membership or certificate of membership shall ipso facto be deemed to be transferred to the contract purchaser. No membership or certificate of membership may 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 qualification 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 or contracted to be transferred.
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.
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.
Trustees and Officers
Corporate powers of the corporation shall be vested in a Board of Trustees. The number of trustees who shall manage the affairs of the corporation shall be three. 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 or less than three.
Nine trustees shall be elected to the Board of Trustees for three year terms. Three trustees shall be elected at each annual meeting of the membership.
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 his membership is appurtenant.
In the event a trustee, other than an incorporator, ceases to be the owner of the land to which his 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.
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. The board may also at any time appoint an executive secretary and/or assistant secretary and/or assistant treasurer. Officers of tile corporation so elected may hold office for three years and until their successors are duly qualified. Any officer may be suspended or removed by a majority vote of all the trustees.
No trustee or officer, except the executive secretary and/or the assistant secretary and/or the assistant treasurer shall receive any salary or compensation from the corporation.
Any vacancy occurring in the Board of Trustees shall be filled by appointment by a 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.
Annual meetings of the members of the corporation shall be held at the principal place of business of the corporation or at such other place the Board of Trustees may elect. The annual meetings shall be held on the 2nd Saturday of May each year at 10 0’clock A M. Notice thereof shall be given by the secretary by mailing notice to each member not less than ten days prior to the date of the meeting.
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 ten percent of the tracts within the jurisdiction of the corporation. Notice of a special meeting. stating the object thereof. shall be given by the secretary by mailing such notice to each member not less than five days prior to the date on which such meeting is to be held.
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 transaction of business. Each member shall be entitled to one vote.
Special meetings of the Board of Trustees shall be called at any time by the secretary on order of the president or of 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 previous thereto.
A member may exercise his right to vote by proxy.
Powers and Duties of Trustees
Subject to limitations 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’ 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;
To select and remove all the 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, fix their compensation and require from them security for faithful service.
To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, with the Articles of Incorporation or the By-Laws, as they may deem best.
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.
To charge and/or assess the several parcels of land and the owners thereof as hereinbefore more particularly set forth.
To cause to be kept a complete record of all minutes and acts and to present a full statement to the regular annual meeting of members showing in detail the condition of the affairs of the corporation.
Duties of Officers
President. The President shall preside at all meetings of the trustees and members; he 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.
Vice-President. The Vice-President shall preside at aU meetings in the absence of the president, and in the case of the absence or disability of the president shall perform all other duties of the president which are incidental to his office.
Secretary. The Secretary shall issue all notices and shall attend and keep the minutes of all meetings, he 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 office.
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 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 shall issue and present a full statement showing in detail the condition of the affairs of the corporation.
Executive Secretary. The executive secretary and/or assistant secretary and/or assistant treasurer, if appointed by the Board of Trustees, shall perform such duties as may be designated by it.
Any officer, other than the President, may occupy two offices concurrently if the Board of Trustees so directs.
Certificates of Membership and Transfers
A certificate of membership in the corporation shall be issued to each member. All such certificates shall be signed by the president, or vice-president, and the secretary.
All memberships and certificates evidencing same shall be inseparably appurtenant to the tract, tracts or fractional tracts owned by the holders thereof and upon sales or contract to sell such memberships and such certificates shall become the property of the grantee or purchaser as hereinbefore provided, No transfer of membership shall entitle the transferee to vote the same until it has been established to the satisfaction of the secretary that such transfer is bona fide and has been made in the manner provided.
Unless specifically requested by the owner and holder thereof, it shan 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 aU of the rights and privileges and shall be subject to all of the liabilities of membership without the actual issuance and possession of such certificate of membership.
The members of the corporation shall be liable for the payment of such charges or assessments as may 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 the Articles and By-Laws. The amount of the charges and assessments shall in no event, except as hereinafter provided, exceed $120.00 for each lot for regular maintenance and all purposes, except for the sale of water. The charge for the sale of water may be set by the Board of Trustees at its discretion to insure the quality and quantity of the Scott Lake Maintenance Company water supply system necessary to meet the needs of all residents in the community. In addition, the Board of Trustees may set at its discretion a fee for the connection of water service to cover all expenses, Charges and assessments for maintenance expenses against all members shall be levied by the Board of Trustees at a uniform rate per members without distinction or preference of any kind. The charge for the sale of water shall be assessed and collected only if the member is hooked up to the water system, Collection of assessments may be done monthly, bi-monthly, quarterly or annually at the discretion of the Board of Trustees. All charges or assessments, when collected by the corporation, shall remain the property of the members until the charges or assessments are expended pursuant to the Articles of Incorporation and By-Laws of the corporation.
From time to time. as and when any such assessments in this Article IX are levied. each member with respect to the land or interests therein to which his membership is appurtenant, shall pay the amount of such assessment against the same to the corporation, at its 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, superior to any and all other liens (except as in Section 3 of this Article otherwise provided) created or permitted by the owner of such land 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 liens in this Article IX provided shall be commenced except upon the expiration of four months, from and after the date of mailing said notice of assessment in this section described.
First mortgage liens placed upon any of said tracts which are recorded in accordance with the laws of the State of Washington shall be, from the date of the recordation of such, superior to such assessments and the liens resulting therefrom as are levied by the corporation subsequent to the date of the recordation of the first mortgage; provided, however, that the corporation is notified in writing of such first mortgage within thirty days after recordation of such.
These By-Laws may be amended at any time by a vote ora majority of the members of the
The seal of the corporation shall be in circular fonn and shall contain the words “Scott Lake Maintenance Co.” and the words “Corporate Seal Washington 1962” in the form and style as affixed in these By-Laws by the impression of said corporate seal.
Date of Adoption
These By-Laws are duly adopted by the corporation and tbe corporate seal thereof affixed on the 5th day of April, 1962.