Bylaws

Fox Hill Homeowners' Association

www.foxhillhomeowners.com
Olympia, Washington

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COMPLETE BYLAWS
 OF FOX HILL HOMEOWNERS ASSOCIATION

Washington State Business ID 602619367

 

As Amended and Filed With the Thurston County Auditor
County Recording Document 4265454
March 5, 2019

For a printable pdf version of these Bylaws, Click Here

 


ARTICLE I
NAME AND LOCATION

 

The name of the association is Fox Hill Homeowners Association hereinafter referred to as the "Association".

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 Directors.

 


ARTICLE II
DEFINITIONS

 

Section 1. "Association" shall mean and refer to Fox Hill Homeowners Association, its successors and assigns.

Section 2. "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.

Section 3. "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.

 

ARTICLE Ill
MEETING OF MEMBERS

 

Section 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 (13) months.

Section 2. Special 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.

Section 3. Notice of 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.

Section 4. Quorum. 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.

 


ARTICLE IV
BOARD OF DIRECTORS

 

Section 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. 

Section 3. Removal.
Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association.

Section 4. 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 predecessor.

Section 5. 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.

Section 6. 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.

 


ARTICLE V
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.

 


ARTICLE VI
MEETINGS OF DIRECTORS

 

Section 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.

Section 2. 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.

Section 3. 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.

 

ARTICLE VII
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.

Section 2. 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.
 

ARTICLE VIII
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 Article.

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.

 


ARTICLE IX
COMMITTEES

 

The Board of Directors shall appoint committees as deemed appropriate.

 


ARTICLE X
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.

 


ARTICLE XI
ASSESSMENTS

 

As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments.

 


ARTICLE XII
CORPORATE SEAL

 

The Association shall have a seal in a circular form having within its circumference the words: Fox Hill Homeowners Association.

 


ARTICLE XIII
AMENDMENTS

 

Section 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.

 


ARTICLE XIV
MISCELLANEOUS

 

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.

 


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