With the approval of the SAPOA Board of Directors, the following
officers certify that, to the best of their knowledge and belief, the
bylaw
amendments adopted on 1/3/98 by the voting membership of SAPOA are
accurately presented in this document.
(Original documents signed by)
Sam Mrakovich. President Marydee Countryman, Vice
President Don Pridham, Secretary
CONSTITUTION and BYLAWS of
Sunshine Acres Property Owners Association, Incorporated
(Adopted 10/27/80 and 2/27/93. Amended 7/17/93, 7/9/94 and 1/3/98.)
TABLE OF CONTENTS
CHAPTER I -
Organization Name
Section 1. The name of the organization
shall be Sunshine Acres Property Owners Association, in accordance with
the Articles of Incorporation dated October 28, 1980, as filed with the
State of Washington's Secretary of State, hereinafter referred to as
the "Association".
CHAPTER II - Objectives
Section 1. The Association's purposes are:
a. To maintain and preserve
without profit the betterment of the area near Sequim, Washington known
as Sunshine Acres.
b. To preserve the character of
Sunshine Acres as a private residential and recreational area in
accordance with the provisions of the Sunshine Acres Deeds
of Trust and in accordance with
provisions of FINDINGS
OF FACT AND CONCLUSIONS OF LAW rendered by Judge Grant S. Meiner in
Clallam County. Reference Cause Number 90-2-00443-3 dated December 20,
1991.
Section 2. Limitations
Use of Association property is to be solely limited to property owners
and their guests and shall be at their own risk.
CHAPTER III - Constitution
Section 1. The AMENDMENT to the Protective
Covenants of Plats One, Two, Three, Four, Five and the Industrial Plat
of Sunshine Acres dated July 23, 1985 states:
"All property owners shall be members of the Sunshine Acres
Property Owners Association, a non- Profit Corporation organized
October 28, 1980. All property owners shall maintain current membership
therein and hereby agree that Sunshine Acres Property Owners
Association shall be the sole representative in all community matters."
Paragraph (13) of the Declaration of Protective Covenants for the Sixth
and Seventh Plats of Sunshine Acres dated June 30, 1989 states:
"There is in existence a community organization known as
SUNSHINE ACRES PROPERTY OWNERS ASSOCIATION. It was voluntarily formed
by the lot owners in the various plats/divisions of Sunshine Acres.
Said Association is a non-profit corporation, organized October 23,
1980. Membership in this Association is mandatory for all property
owners in the development. Annual dues are collected by a treasurer,
who is a lot owner and not affiliated with the developer. All property
owners shall maintain current membership therein and said Association
shall be the sole representative in all community matters. "
The Association recognizes that the Diamond Point Airport Association
has trusteeship of the airport property, taxiways and taxiway easements
on behalf of Sunshine Acres property owners.
Section 2. The Sunshine Acres Property
Owners Association is hereby established to pursue the objectives
stated in Chapter II. All activities carried out by the
Association shall be for the furtherance of these objectives. This
constitution empowers the members of the Association to elect a Board
of Directors to conduct the business of the Association and provide
guidance for the operation of the Association..
Section 3. All powers not expressly assigned
to the Board of Directors and the Officers are retained by the
members of the Association.
Section 4. The Association is empowered to
establish conditions and classes of membership, assess dues and/or
fees, promulgate rules, carry on the business of the Association in
accordance with the Articles of Incorporation and in pursuit of the
objectives above.
Section 5. The objectives shall be
accomplished in accordance with RCW Title 24, Washington Act governing
Non-profit Corporations and Associations Incorporated, and Bylaws
established by the members.
ARTICLE I
All purchasers of property, both developed and undeveloped, in Sunshine
Acres are required to be members of the Association and maintain
current membership therein. Lot owners in Plats 1, 2, 3, 4, 5 and
Industrial are so required by the 1985 Covenant amendment. Lot owners
in Plats 6
and 7 are so required by their respective covenants.
Section 1. The Association levies an annual
membership fee on all property owners. (See Article III, Sections 1 and
2).
Section 2. Each member is entitled to one
vote for each lot of aggregate of lots owned. When more than one
person holds a financial interest in any lot or aggregate of lots all
such persons are eligible for membership. The vote for multiple owners
of a lot or aggregate of lots shall be exercised as the owners
determine,
but in no event shall more than one vote be cast with respect to any
lot or aggregate of lots; nor shall any individual owner cast more than
one vote. Delinquent members are not entitled to vote. (See Article
III,
Section 2.)
Section 3. Any current paid-up membership
passes automatically to a subsequent purchaser of that property.
However, if a member sells one or more of a multiple of lots, but
retains at
least one lot, this member retains membership and the purchaser of the
lots is required to pay membership fees.
Section 4. When the bylaws require that
voting occur by a mail-in ballot, a ballot shall be sent prepaid by
first class U.S. mail to the mailing address of each voting member or
to any other mailing address designated in writing by the voting
member. Twenty-nine percent (29%) of the voting members must return
their ballots within thirty (30) days of its postmarked date to
establish a quorum. Unless otherwise specified in the Bylaws, the
issue(s) shall be approved providing that a simple majority of these
ballots agree with the proposed action. The risk of a ballot not
reaching the Association in time to be counted lies with the voting
member, not the Association.
Section 5. Each member is obligated
to keep the Association apprised of his/her current mailing address.
Section 6. Under no circumstances will proxy votes be allowed.
ARTICLE II
Membership Voting Rights
Section 1. Membership dues
and fees shall be determined by the Board and ratified via a mail-in
ballot as described in Article I, Section 4.
Section 2. The annual
membership dues shall be payable September 1st and cover the period
through the following August 31st. Members will be reminded in a
newsletter when dues
are payable and will be granted a forty five day grace period. Any
member
not paying dues by October 15 will be delinquent and ineligible to vote.
Section 3. Membership dues
and fees are based on the intended use of the Sunshine Acres Property
Owners Association facilities as residential and recreational areas.
Any functions which would increase cost of insurance, maintenance,
etc., in the judgment of the Board, shall be the responsibility of the
person(s) generating those added costs.
ARTICLE III
Membership Dues and Fees
Section 1. Membership dues and fees shall be
determined by the Board and ratified via a mail-in ballot as described
in Article II, Section 4.
Section 2. The annual membership dues shall
be payable September 1st and cover the period through the following
August 31st. Members will be reminded in a newsletter when dues are
payable and will be granted a forty five day grace period. Any member
not paying dues by October 15 will be delinquent and ineligible to vote.
Section 3. Membership dues and fees
are based on the intended use of the Sunshine Acres Property Owners
Association facilities as residential and recreational areas. Any
functions which would increase cost of insurance, maintenance, etc., in
the judgment
of the Board, shall be the responsibility of the person(s) generating
those added costs.
ARTICLE IV
Section 1. Prior to the July annual meeting,
the Board will appoint a Nominating Committee composed of one Board
member as Committee Chairperson and two members at large.
Section 2. This committee shall, at
the annual general meeting present a slate of voting members to fill
the positions on the Board. Additional nominations for the Board will
be solicited from the floor. All nominees shall have been contacted by
the Committee and agree to serve if elected.
Section 3. Ballots shall be mailed by the
Election Committee to all voting members within ten (10) days after the
annual meeting. The Election Committee shall consist of the Association
Secretary and at least two (2) voting members at large (not Board
appointed). Committee members will elect the chairperson. (See Article
VII, Section lb.)
Section 4. Ballot mail-outs shall contain:
Instructions, the Ballot prefolded three (3) times to be sealed in the
plain inner envelope (stamped "BALLOT") after voting. It will also
include the return envelope with the Sunshine Acres Property Owners
Association address printed on it as well as the voting members return
name and address is required. The return envelope will also be
stamped "BALLOT" to insure its unopened delivery to the Election
Committee. (See Article VII, Section 3h.)
Section 5. Ballots will be opened and
counted the day following the ballot return date. The date, time and
place of the ballot count will be clearly stated on the ballot form.
The procedure is as follows:
a. The name and address
required on the return envelope is checked against the list of
qualified
voters.
b. The voter is checked
off on the list as having voted.
c. The inner envelope containing
the ballot is removed from the return envelope.
The return
envelopes are kept to be counted for verification of the number of
votes cast.
d. The inner envelope is opened
and the folded ballot is removed and placed, still folded, into a
receptacle.
e. When all inner envelopes have
been processed, the folded ballots are taken from the receptacle,
unfolded and the votes are counted.
f. The number of total ballots
should agree with the number of outer envelopes received. The ballots
shall be tabulated with any voting member wishing to observe the count.
The candidates securing the highest number of votes shall be declared
elected and shall take office at the September Board meeting.
Section 6. In the case of a tie, the
decision shall be made between candidates by the flip of a coin. The
loser shall be the first alternate for appointment to the Board should
a vacancy occur before the next election. All ballots must be held for
forty-five (45) days after the election.
ARTICLE V
Recall of Officer(s) Procedure
Section 1. A Recall petition must be signed by a
minimum of ten percent (10%) of voting members. When complete,
it shall be presented to the Secretary of the Board, who will check it
for validity.
Section 2. If valid, the Board shall have a
minimum of ten (10) days and a maximum of twenty (20) days to call
a special general meeting to provide a hearing if requested by the
named
member.
Section 3. The Board shall mail a ballot per
Article II, Section 4, within ten (10) days of the hearing, or if no
hearing was requested by the named member(s), within thirty (30) days
of receipt of a valid recall petition. If two- thirds (2/3) of the
votes cast favor the recall action, the officer(s) shall immediately be
removed from office and his/her position(s) shall be declared vacant
until refilled by temporary appointment or election of a new
candidate(s). (See Article IV, Section 6.)
ARTICLE VI
Officers, The
Board of Directors, Committees
Section 1. The Board of Directors shall
consist of seven (7) directors who must be voting members of the
Association. A President and Vice-President shall be elected from among
the Board at the September meeting of the Board of Directors following
the annual general membership meeting. The Board will also appoint a
Secretary and Treasurer, who may be an ex-officio member. Officers of
the Board will serve one (1) year in those positions. Transition to a
seven (7) member Board of Directors shall be as follows:
a. Following the 1992 annual
general membership meeting and election for the Board of Directors,
the three (3) candidates receiving the highest number of votes shall
be declared elected and fill the vacant chairs in that order; highest
votes to the longest term.
Section 2. Board members shall serve
staggered terms of three (3) years each unless removed from office as
provided in Section 3 below, or Article V (Recall). No elected officer
or Board member may serve more than two (2) consecutive terms in office.
Section 3. If a Board member, unless excused
by the Board, fails to attend three (3) consecutive Board meetings or
does not attend fifty percent (50%) of Board meetings in any six (6)
month period, the President may request resignation. If such, member
does not submit a written resignation; membership may be declared
vacant by a vote of not less than two-thirds (2/3) vote of the Board
members at a Board meeting.
Section 4. In the event of a vacancy on the
Board the remaining members of the Board shall appoint a temporary
replacement to serve until the next annual election of Board members
which shall occur by mail-in ballot in accordance with procedures set
forth in Article II, Section 4.
Section 5. The Board has the authority to
act on any and all matters concerning the Association. Proposed
obligations of the Association in excess of one-hundred dollars
($100.00) must be approved by the Board before they are incurred. All
checks, vouchers or withdrawal slips must bear the signature of ANY TWO
(2) of the officers. (See Article XI.)
Section 6. Standing Committees shall be
appointed at the discretion of the Board for:
a. Bylaws
b. Budget and Finance
c. Audits
d. Maintenance
e. Election (See Article IV,
Section 3.)
f. Social/Recreation Activities
g. Architectural Liaison
h. Beach Road
The chairperson of these committees will report to the Board.
ARTICLE VII
Duties of
Officers and Board Members
Section 1. The President shall:
a. Preside at the meetings of the
Association and the Board of Directors.
b. Appoint all committees with
Board approval, except as otherwise provided in these Bylaws. (See
Article IV, Section 3.)
c. Act as an ex-officio
member thereon and perform all other duties that properly pertain to
the office.
d. Cast a vote to decide the
outcome of any tie vote.
Section 2. The Vice-President shall:
a. Preside as President in the absence
of the President.
Section 3. The Secretary shall:
a. Take the minutes of
all meetings.
b. Make an accurate record of the
proceedings both by minutes and electronic tape. The tapes are to be
retained for one year.
c. Conduct correspondence at the
direction of the Board.
d. Collect and record all bills
before submitting them to the Treasurer.
e. Make available at cost,
current rules, regulations, fee schedules, etc.
f. Keep, maintain, retain and
transfer intact all official records, including computer stored
data of the Association to his or her successor.
g. Perform all other duties that
properly pertain to the office.
h. Date ballot envelopes,
unopened as received and using great care, turn them over to the
Elections-Committee Chairperson as soon as possible.
Section 4. The Treasurer shall:
a. Receive all Association monies
and deposit these in Association accounts maintained in a federally
insured depository. The Treasurer shall further deposit donations
specific to the Beach Road, together with any percentage of annual dues
received under Article XI, Section 4, into a separate account
maintained in a federally insured depository dedicated for funds
specific to the Beach Road.
b. Make all authorized
disbursements.
c. Keep accurate records of all
transactions (using conventional bookkeeping methods) and report the
financial condition at each regular Board meeting and at each general
membership meeting.
d. Prepare and file all
reports as required by governmental agencies.
e. Keep, maintain, retain and
transfer intact, all official financial records and documents including
computer
stored data, to his or her successor.
f. Perform all other duties that
properly pertain to the office.
Section 5. The duties of the Board are:
a. To act on all matters of
policy.
b. To act in a judicial
capacity on violations of Association rules.
c. To protect the Association's
interest and safeguard its welfare.
d. To submit its findings and
recommendations to the membership.
e. To cause the records
to be audited and testified thereto annually.
f. To propose regulations deemed
necessary and recommend their adoption by the Association.
g. Purchase liability insurance
as required. Insurance policies shall be reviewed annually. A copy of
the current policy shall be made available at no cost to any member or
property owner upon request.
h. To exercise reasonable
diligence in seeking written membership opinions and input regarding
significant questions generated by members. .
i. To exercise reasonable
diligence in providing the following service functions in support of
plat architectural activities:
- Conduct
balloting for the election of Plat Architectural Representatives
- Communicate
alleged covenant infractions, as reported by the affected Plat
Architectural Representative,to property owners of the plat.
- Communicate
the existence of Sunshine Acres covenants to new property owners.
- Send a
letter of concern, on behalf of Sunshine Acres property owners, to
anyone who violates a covenant, as reported by the affected plat
Architectural Representative and verified by the SAPOA Board.
- Provide
limited financial support to Architectural Representatives to cover
expenses such as stationery supplies, postage, reproduction, etc.,
related to
their function.
- Maintain a
file of Architectural Records for all plats.
j. An annual budget shall be
prepared by the Budget and Finance Committee, and approved by the
Board. The Board shall mail a ballot, per Article II, Section 4, for
ratification by members. The Chairperson of the Budget and Finance
Committee
shall present the results of the vote on the annual budget at the July
general membership meeting.
k. Within thirty days after the
adoption by the Board of any proposed regular or special budget
of the Association, the Board shall set a date for a meeting of the
members to consider ratification of such regular or special budget not
less than 14 nor more than 60 days after the mailing to the members of
notice of
said meeting and a summary of said budget.
l. The board of directors shall
not act on behalf of the association to amend the articles of
incorporation, to take any action that requires the vote or approval of
the owners,
to terminate the association, to elect members of the board of
directors, or to determine the qualifications, powers, and duties, or
terms of office of members of the board of directors; but the board of
directors may fill vacancies in its membership of the unexpired portion
of any term.
m. To conduct mail-in voting
procedures set forth in Article II, Section 4.
n. To delegate none of the powers
of the Board or officers to other persons or to a managing agent.
Section 6. Four (4) Board members shall
constitute a quorum at a Board meeting. Once a quorum is
established, it shall be considered established until the meeting is
adjourned.
Section 7. The Board shall provide an Annual
Report including the Association's annual financial audit to
be furnished at cost to any property owner. This report will be
submitted for approval at the July annual general meeting and be posted
and available for distribution as soon as possible thereafter.
Section 8. All written records of any nature
maintained by the Association, its board or its committees, shall be
available for examination by all owners, holders of mortgages on lots,
and their respective authorized agents on reasonable advanced notice
during normal working hours at the usual place of business of the
Association or its managing agent. The Association shall not release
the unlisted 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 assets or records.
ARTICLE VIII
Section 1. Meetings of the general
membership shall be held in the months of January (Semi-annual) and
July (Annual). The Board shall establish the date, time and location of
these meetings and notify the membership not less than 14 nor more than
60 days in advance of the meeting: The notice of any general membership
meeting of the Association shall be hand-delivered or sent prepaid by
first class United States mail and shall state the time and place of
the meeting and the business to be placed on the agenda by the Board
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.
Section 2.
a. In addition to the two general
membership meetings, the Board shall hold Board meetings as
required. Members will be notified at least ten (10) days in advance.
The Board shall issue four quarterly newsletters per annum.
b. Upon the affirmative
vote in an open Board meeting to assemble in closed session, the Board
may convene in closed executive session to consider personnel matters;
consult with legal counselor 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. The motion shall
state specifically the purpose for the closed session. Reference to the
motion and the stated purpose for the closed session shall be included
in the minutes. The Board shall restrict the consideration of
matters during the closed portions of meetings only to those purposes
specifically exempted and stated in the motion. No motion or other
action adopted, passed, or agreed to in closed session may become
effective unless the Board, 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 from disclosure.
Section 3. Unless stated otherwise
in the Bylaws, the Association's meetings shall be conducted according
to the most recent Revised Edition of Robert's Rules of Order.
Section 4. Special general membership
meetings may be called by the President, a majority of the Board, or
as requested in writing by ten percent (10%) or more of the voting
members. The Board must provide prompt notice either hand-delivered or
sent prepaid by first class mail of any special meeting and its agenda.
Any such meeting shall be held more than 14 days, but within thirty
(30) days, after the postmark date of the mailing. Such notice shall be
mailed no later than ten (10) days after the petition of request is
received by the Board.
and shall state the time and place of the meeting and the business to
be placed on the agenda for a vote.
Section 5. A quorum at a general membership,
or special membership, meeting shall consist of at least ten percent
(10%) of the voting members of the Association present in person,
including at least four (4) Board members. After a quorum is
established, it shall be considered established until this meeting is
adjourned.
Section 6. Special or emergency meetings of
the Board may be called by the President, or at the written request of
any three Board members. All Board members must receive a minimum of
three full days (72 hours) notice of the time, date, place and agenda
of the meeting, in writing or by Fax.
Section 7. The Board may not approve or vote
upon any Board business by telephone. Such action can only be conducted
at formal Board meetings.
ARTICLE IX
Association Address
Section 1. No member shall give the name of
the Association in any advertisement or use the address of the
Association on any personal business. A post office box shall be
maintained at the Sequim Post Office (98382) as the official address of
the Association. The President, Secretary and Treasurer shall be
responsible for the Post Office box keys.
ARTICLE X
Association Property
Section 1. Property of the Association
includes all money and other assets. The Association or its managing
agent shall keep financial and other records sufficiently detailed to
enable the Association to fully declare to each member the true
statement of its financial status.
Section 2. Association property is for the
use of all members and no member may convert Association property for
his own private or commercial use or the private or commercial use of
others excepting as may be approved by the Board. Unauthorized or
unlawful use of, or removal of, Association property shall be subject
to disciplinary or legal action.
Section 3. The Association is not
responsible for loss or damage to articles of value left on Association
premises.
ARTICLE XI
Insurance, Liability and
General Finances
Section 1. As deemed by the Board, any
necessary liability insurance shall be purchased by the corporation.
insurance policies shall be reviewed annually. A copy of the current
policy
shall be made available at cost to any member or property owner upon
request.
Section 2. Budget items may not be exceeded
by more than ten percent (10'%) without prior approval via mail-in
ballot in accordance with procedures set forth in Article II, Section
4. In the event the proposed budget is rejected or the required notice
is not given, the periodic budget last ratified by the owners shall be
renewed until such time as the owners ratify a subsequent budget
proposed by the Board.
a. Emergency expenditures may be
approved by a majority of the Board, but not to exceed two hundred
fifty dollars ($250.00) for anyone item per annum.
b. The annual budget shall
include a line item of not more than $200 to provide the service
functions listed in Article VII, Section 5.i., after Board approval, in
support of plat architectural activities; except that direct costs of
covenants changes shall be paid by the affected plat property owners.
Section 3. The funds of the
Association shall be kept in accounts in the name of the Association
and shall not be comingled with the funds of any other association, nor
with the funds of any manager of the Association or any other person
responsible for the custody of such funds.
Section 4. Donations specific to the Beach
Road, together with any member approved percentage of annual dues, will
be deposited to the separate account referred to in Article VII,
Section 4.a. and used to maintain and/or improve the Beach Road and/or
the Beach Road area.
ARTICLE XII
Parliamentary Authority
The rules contained in the current edition of The Scott, Foresman
Robert's Rules of Order Newly Revised shall govern the Association in
all cases to which they are applicable and in which they are not
inconsistent with these bylaws and any special rules of order the
Association may adopt.
Section 1. The Bylaws may be amended via a
mail-in ballot per Article II, Section 4, provided that two-thirds of
the members returning the ballot within 30 days of its mailing approve
the proposed change. The mailed ballot shall contain a copy of the
current bylaw(s) and proposed changes.
Section 2. The President, and/or
Vice-president and Secretary [with the approval of the Board] may
prepare,
execute, certify and/or record valid amendments of Association
governing documents.
ARTICLE XIV
Mediation and Arbitration
Section 1. It is the intent of the
Association to function in harmony with all individuals and groups in
the community. Therefore, disputes arising from properties, operations
or management shall be resolved, if possible, by mediation. Mediation
may be initiated by written notice of complaint or dispute to or from
the Board. In the event mediation is not successful, mandatory and
binding arbitration shall be employed.
Section 2. Arbitration shall be initiated by
a party making a demand in writing upon another party for arbitration,
stating the basis of the dispute and depositing such sum as may be
required with the arbitrator agreed upon by the parties as a security
deposit for arbitration fees.
Section 3. The arbitrator shall determine
procedural rules.
Section 4. The prevailing party shall be
entitled to. all costs and the losing party shall pay all fees and
costs.
Results of the arbitration shall be final and binding. The prevailing
party may apply to any appropriate court to enforce the arbitration
award. The party paying the security deposit shall be entitled to its
return
should he/she prevail; if not, that deposit will be applied to offset
arbitration fees.
ARTICLE XV
Section 1. Should any part of these
Bylaws or referenced material be found invalid by any court or at
arbitration then ONLY that invalid part shall be deemed null and void.