BY-LAWS OF LOST RIVER AIRPORT
TRACTS ASSOCIATION ARTICLE I
Section 1. This 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.
Section 2. The corporation shall have the power to levy and collect assessments against its members and against the tracts owned or purchased by them within the areas and for the purposes in its Articles of Incorporation and By-Laws as 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 default as by law and in the By-Laws provided may forfeit, cancel and/or 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 present at an annual meeting or 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.
Section 1. The membership of the corporation shall consist of owners of one or more tracts within the Plats of Lost River Airport Tracts and within the H.E.S. No. 97 in Section 5, Township 36 North, Range 19 E.W.M., and other persons owning lands eligible for membership, all as approved by the Board of Trustees. No person or purchaser of tracts shall have more than 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 than any other member. If any tract or tracts are held by two or more persons, the several owners of said interest shall be entitled collectively to cast one vote.
Section 2. No membership shall be authorized unless such proposed member has paid the initiation fee as set by the Board of Trustees and unless dues and assessments are currently paid, and the proposed member shall have agreed to abide by and fulfill all obligations of such membership.
Section 3. Memberships, except in event of partition of multiple tracts of a single owner, shall be inseparably appurtenant to tracts owned by the members, and upon transfer of ownership, or contract of sale, or cancellation of a contract of sales of any such tracts, membership shall ipso facto be deemed to be transferred to the successor. In event of partition of multiple tracts of a single owner, each owner of a separate tract shall be entitled to, and required to obtain, separate membership. In event of subdivision of a tract to parcels below the size of one-third acre each, issuance of a separate membership shall be at the discretion of the Board of Trustees, and if not permitted the incidents of membership shall be shared as in joint ownership. Acquisition of a member’s land by another member shall never result in the voting of more than one membership. No membership certificates 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 certificates of membership of such member shall be and become the property of the personal representative of the deceased member upon the appointment and qualification as such in a judicial proceeding and such personal representative shall have all the rights, privileges and liabilities of the deceased member until title shall be transferred or contracted to be transferred.
Section 4. No membership shall be forfeited nor any member expelled except for non-payment of dues or assessments, and no member may withdraw expect 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 has been 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 rate proportion of the property and assets after all of its debts have been paid.
Trustees and Officers
Section 1. Corporate powers of the corporation shall be vested in a Board of Trustees. Until modified by amendment hereto, the number of trustees who shall manage the affairs of the corporation shall be three. After three years at any annual meeting, or at any special meeting called therefor the members may increase or decrease the number of trustees to an uneven number not more than nine or less than three.
Section 2. Except with respect to the first board, trustees shall be elected to serve for three years or until their successors are elected and duly qualified, and those first designated shall by lot hold office for one, two and three years respectively.
Section 3. Each trustee shall be an incorporated or a member in good standing.
Section 4. 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 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. The board may also at any time appoint an executive secretary and/or assistant secretary and/or assistant treasurer. Officers of the corporation so elected shall hold office for the term of one year and until their successors are elected and qualified. any officer may be suspended or removed by a majority vote of all of the trustees.
Section 6. Any member, trustee or officer may receive reasonable
compensation for services rendered, as determined by the Board of Trustees.
Section 7. 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 annual 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.
Section 1. 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 as the board of trustees may determine. The annual meetings shall be held on the second Saturday of June of each year at 10:00 o’clock A. M. Notice thereof shall be given by the secretary by mailing notice to each member at such address as is shown on the records of the corporation not less than ten days prior to the date of the meeting.
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 ten per cent 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.
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 transaction of business.
Section 4. 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, by mail, or by telephone, of all regular and special meetings at least one day previous thereto.
Section 5. A member may exercise his right to vote by proxy. Trustees may not vote by proxy. Any member or trustee may waive notice of any meeting at any time.
Powers and Duties of Trustees
Section 1. 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 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 elect 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.
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, with the Articles of Incorporation or the By-Laws, as they may deem best.
Section 4. To issue certificates of membership to approved members in good standing who have paid the initiation fee either in cash or by contract as set by the trustees, subject to such conditions or terms as provided in the Articles of Incorporation.
Section 5. To charge and/or assess the several parcels of lands and the owners thereof as hereinbefore more particularly set forth.
Section 6. 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 id detail the condition of the affairs of the corporation.
Section 7. It shall be a duty of the Board of trustees to appoint an Architectural Committee to provide for the adoption and enforcement of restrictive covenants relating in common to all lands within the jurisdiction of this corporation and to appoint replacement and additional members to said Architectural Committee as may be necessary from time to time. The board of trustees shall also have the power to adopt, amend and revise existing or additional restrictive covenants from time to time which shall be alike applicable to all club members and all property.
Duties of Officers
Section 1. 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.
Section 2. Vie-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 shall have charge of all corporate books, records and papers; he shall be custodian of the corporate seal, shall attest signatures, and impress with the corporate seal all written contracts of the corporation, and shall perform all such other dues as are incidental to his 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 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.
Section 5. The executive secretary and/or assistant secretary an/or assistant treasurer, if appointed by the Board of Trustees, shall perform such duties as may be designated by it.
Section 6. Any officer, other than the President of Vice-President may occupy two offices concurrently if the Board of Trustees so directs.
Certificate of Memberships and Transfers
Section 1. A certificate of membership in the corporation may be issued to each member. Al;l such certificates shall be signed by the President or Vice President and the Secretary, and shall bear reference to the Articles of Incorporation and to the By-Laws as to the rights and responsibilities of members and the lack of transferability thereof.
Section 2. All memberships and all certificates of the same shall be inseparably appurtenant to the tracts owned by the holders thereof and upon sale or contract to sell the same, 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 Board of trustees that such transfer is bona fide and has been made in the manner provided.
Section 3. It shall not be necessary that certificates of membership be actually issues but any owner or purchaser of a tract or tracts of lands within the said Association’s jurisdiction 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 certificate of membership. Only the corporate records shall be resorted to for evidence of membership.
Section 1. The members of the corporation 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 pursuant to the Articles of Incorporation and these By-Laws. Charges and assessments against all members shall be levied by the Board of trustees at a uniform rate per tract without distinction or preference of any kind (provided, however, that unsold tracts of developers in excess of one tract, shall not be charged or levied upon).
Section 2. From time to time as and when any such assessments pursuant to 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 a notice of such assessment to the members; and the amount of such delinquent assessments, together with lawful interest thereon, expenses, reasonable attorney 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 created or permitted by the owner of such land and enforceable by foreclosure proceedings in the manner provided by law for foreclosure or mortgages upon land; provided, that no proceedings for the foreclosure of any said liens in this Article IX provided shall be commended except upon the expiration of four months from and after the date of mailing notice of assessment in this section described.
These By-Laws may be amended at any time by a vote of a majority of the corporation or of the board of trustees.