AMENDED AND RESTATED BYLAWS
OF FAIRWAY VILLAGE HOMEOWNERS ASSOCIATION
These 2016 Amended and Restated Bylaws of Fairway Village Homeowners Association (“2016 Amended and Restated Bylaws”) are made this 19th day of October, 2016 by Fairway Village Homeowners Association (“Association”).
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ARTICLE V -- BOARD OF DIRECTORS
A. Fairway Village is a community of owners initially established by the recording of the Declaration of Covenants, Conditions and Restrictions (the “Initial CC&Rs”), dated January 15, 1982, under Clark County, Washington Auditor No. 8201150123. The Initial CC&Rs have been amended and restated numerous times, since January 15, 1982, with the most current version dated August 28, 2015, recorded under Clark County, Washington Auditor No. 5208743.
B. The Association is the association of owners formed pursuant to the Initial CC&Rs and incorporated on August 26, 1983 as a nonprofit corporation under Washington law. The Association is currently governed by the 2009 Amended and Restated Bylaws of Fairway Village Homeowners Association (“the 2009 Bylaws”), recorded on November 25, 2009, under Clark County, Washington Auditor No. 4622474, and the 2013 Amendment to the 2009 Amended and Restated Bylaws of Fairway Village Homeowners Association, recorded on November 12, 2013, under Clark County, Washington Auditor No. 5029942.
C. Section 4.10 of the 2009 Bylaws provides that the Bylaws may be amended with the approval of 67% of the votes cast by Members eligible to vote, with a quorum present. Pursuant to Section 4.10 of the 2009 Bylaws, on October 19, 2016 the Members approved an Amended and Restated Bylaws for Fairway Village. The Bylaws are therefore Amended and Restated in their entirety.
With the approval of Members as stated above, the 2009 Bylaws and the 2013 Amendment to the Bylaws are hereby restated and amended in their entirety to read as follows:
Article I - Name
The name of this organization shall be Fairway Village Homeowners Association.
Section II - Purpose
The purposes of this Association are to direct, through its Board of Directors, the administrative, financial, and physical operation of Fairway Village; to preserve and protect property values; and to govern the community in accordance with the provisions of the Governing Documents.
Article III - Definitions
As used herein, the following terms are defined as follows:
Annual Meeting shall mean the annual meeting of the membership as described in 4.1.
Board shall mean the Board of Directors of the Fairway Village Homeowners Association.
Director shall mean an individual member of the Board of Directors.
Fairway Village shall mean and refer to the planned community of real property identified in the Clark County Auditor’s records at No. 8201150123, Book H, page 167 and subsequent pages, controlled by the Declaration of Covenants, Conditions and Restrictions for Fairway Village (CC&Rs) recorded with the Clark County Auditor under File No. 8205190055, May 19, 1982, and all subsequent amendments and restatements.
Fairway View shall mean and refer to the Fairway View Condominium Association, a separately incorporated sub-association of Fairway Village. Members of Fairway View Condominium Association are also Members of Fairway Village Homeowners Association.
Governing Documents shall mean the plat maps, Articles of Incorporation, the CC&Rs, the Bylaws and duly adopted rules and regulations pertaining to Fairway Village.
Homeowners Association or Association shall mean and refer to the Fairway Village Homeowners Association.
Member and Membership shall include both proprietary members and associate members except where specified as one or the other herein.
Proprietary Member shall mean and include every owner of a lot or condominium Unit, whether or not approved by the Board to occupy such premises.
Associate Member shall mean and include any resident who occupies a lot or condominium Unit and pays an annual assessment, but who does not own a lot or condominium Unit. This definition excludes guests and house sitters, who are temporary residents who do not pay an annual assessment.
Regular Meeting shall mean the regular monthly meeting of the Board. The Board may hold an additional agenda-setting meeting each month, which shall be considered a regular meeting for the purposes of attendance (voluntary resignation assumed, Section 5.11). See Article V, below.
The Villager shall mean the official publication produced and delivered by the Homeowners Association to its Members.
Unit shall mean both an individual residential unit and a condominium unit.
Article IV - Meetings of Membership
4.1 Annual Meeting: The Annual Meeting of the Membership shall be held in the month of October of each year for the purpose of electing Directors and transacting such other business as may properly come before the Membership. The Annual Meeting each year shall be followed immediately by a budget ratification meeting (RCW 64.38.025(3) as that section may be revised or amended from time to time). See 4.6 below.
4.2 Special Meetings: Special meetings of the Members may be called by the President, any two Directors, or by Members having 10% of the voting power in the Association.
4.3 Place of Meetings: All meetings of the Members shall be held at the Fairway Village Clubhouse (“clubhouse”) if available. If unavailable, the Board may designate any place, within a reasonable commuting distance of the clubhouse.
4.4 Notice of Membership Meetings: Written notice stating the date, time and place of a meeting, and purpose(s) of the meeting, shall be given not less than 14 nor more than 60 days before the day of the meeting. The notice shall include the general nature of any proposed amendment to the Articles of Incorporation, Bylaws or CC&Rs; any budget or changes in the previously approved budget that would result in a change in assessment obligation; or any proposal to remove a Director.
Written notice of Membership meetings shall be provided to the Membership by: (a) hand-delivery to the Unit or other address designated in writing by the Member; (b) prepaid first-class United States mail to the mailing address of the Unit or to any other mailing address designated in writing by the Member; or (c) electronic transmission to an address, location, or system designated in writing by the Member.
Notice by mail is deemed effective upon mailing. Notice to Members by an electronic transmission complies with this section only with respect to those Members who have delivered to the secretary or president a written record consenting to receive electronically transmitted notices. A Member who has consented to receipt of electronically transmitted notices may revoke the consent at any time by delivering a written record of the revocation to the secretary or president. Consent is deemed revoked if the secretary or president is unable to electronically transmit two consecutive notices given in accordance with the consent.
4.5 Voting: Each residential unit is entitled to one vote, which can only be exercised by a Proprietary Member. As determined by the Board, Proprietary Member may vote in person, by mail, by electronic transmission, or by proxy in the form of record executed by the Proprietary Member or a duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Whenever proposals or directors are to be elected by the Proprietary Members, the vote may be taken by mail, or by electronic transmission if the name of each candidate and the text of each proposal to be voted upon are set forth in a record accompanying or contained in the notice of meeting. An election may be conducted by electronic transmission if the corporation has designated an address, location, or system to which the ballot may be electronically transmitted and the ballot is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record. Proprietary Members voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.
A Member must be in good standing (without delinquent assessments or other charges) in order to be eligible to vote.
4.6 Budget: The Board shall set a date for Proprietary Members to vote on budget ratification within 30 days after adopting any regular annual budget or special assessment. The meeting shall be set not less than 14 days nor more than 60 days after distribution or delivery of a summary of the budget. The summary shall disclose to the owners all information required in RCW 64.38.025(4)(a-g), as that section may be amended from time to time. See 4.1 Annual Meeting, above. Unless a majority of the total voting power of the Association rejects the budget, it is ratified, whether or not a quorum is present. In the event of rejection, the last budget and assessment obligations shall be continued until a new annual budget is ratified. Rejection of a special assessment shall not cause or permit the continuance of a previously ratified special assessment.
4.7 Annual Audit: The annual audit by a certified public accountant shall occur.
4.8 Amendments to Bylaws: Fifty-one percent of the votes cast, with a quorum present, shall be necessary for the adoption of any changes to the Bylaws. The Board of Directors may, without a vote of owners, amend the Bylaws to conform to statute.
4.9 Other Matters before the Membership: The adoption of any matter coming before the Membership for a vote shall require fifty-one percent of the votes cast, with a quorum present.
4.10 Quorum: A quorum is present throughout any meeting of the Association if 34% of the total voting power of the Association (i.e., 34% of the total number of votes available, or 281 votes) is present in person, by proxy, or by mail-in or electronic ballot at the beginning of the meeting.
Article V - Board of Directors
5.1 General Powers: The business and affairs of the Association shall be managed by its Board, consisting exclusively of Proprietary Members of the Association, elected by Proprietary Members as described in 5.2 and 5.3.
The Association shall have the powers and authority granted under RCW 64.38.020, Association Powers, as that section may be amended from time to time. The powers include, but are not limited to:
adopting and amending rules and regulations;
adopting and amending budgets;
imposing and collecting assessments from Members;
hiring/discharging/contracting with managing agents and other employees, agents and independent contractors;
instituting/defending/intervening in litigation or administrative proceedings in its own name on behalf of itself or two or more owners on matters affecting the association;
entering into contracts & incurring liabilities;
regulating the use, maintenance, repair, replacement and modification of common areas and facilities;
imposing and collecting any payments, fees, or charges for the use, rental, or operation of the common areas or facilities;
imposing and collecting charges for late payments of assessments;
after notice and an opportunity to be heard, levying reasonable fines for non-compliance with the Governing Documents, in accordance with a previously established schedule adopted by the Board of Directors and furnished to the Members;
approve and remove committee members;
exercising all other powers that may be exercised in this state by the same type of corporation as the Association; and
exercising any other powers necessary and proper for the governance and operation of the Association.
5.2 Number, Tenure and Qualifications: The Board shall consist of seven Directors who shall have been duly elected by and from the proprietary membership at the Annual Membership Meeting. In the event that circumstances beyond the Board’s control prevent holding an Annual Meeting, the existing Directors shall continue in office until such time as an Annual Meeting is held. The Directorships shall be staggered so that at two consecutive annual meetings, two Directors shall be elected for a three-year term, and at every third Annual Meeting, three Directors shall be elected for a three-year term. The Board shall continue to operate with fewer than seven Directors.
5.3 Recruiting Directors: At least 60 days prior to the Annual Meeting, the Board shall establish a committee to recruit a slate of candidates to serve on the Board. Additional nominations (including self-nominations) will be accepted from any Proprietary Member of the Association as long as the name is received at least 45 days prior to the Annual Meeting. No name shall be placed on the ballot without the consent of the nominee. A nominee for the Board must be:
a Proprietary Member of the Association;
able to fulfill the responsibilities of a Director, including but not limited to:
attending regular and agenda-setting and special meetings; and
serving as liaison to one or more committees.
Terms begin January 1 following the election. After the election, but prior to January 1, each newly elected Director may attend and participate in all Board meetings, but shall not vote, except to elect new officers. If a Director is appointed to fulfill an unexpired term, that Director’s term shall begin immediately following appointment.
A Director shall serve no more than two consecutive terms. Any Director who serves one and one-half years or more by appointment by the Board can serve only one elected three-year term. After an absence of two or more years, the Member shall again be eligible for re-election to the Board.
5.4 Election of Directors: The nominees receiving the greatest number of votes cast by the Proprietary Members shall be announced as Directors-Elect at the Annual Meeting, whether or not a quorum is present, to fill the expiring terms of office.
5.5 Removal of a Director: Any Director may be removed with or without cause after the Director has had an opportunity to address the membership at a regular meeting or special meeting called for such purpose. Subsequent to such meeting a vote will be scheduled as soon as practicable. Any meeting called for such purpose (i.e., to allow the Director an opportunity to speak prior to the scheduled vote) shall include the following requirements:
Notice of the meeting shall identify the Director whose removal is proposed.
Notice of the meeting shall comply with subsection 4.4.
Any such Director shall be given the opportunity to address the meeting regarding the proposed removal.
The vote to remove must be scheduled subsequent to said meeting, and said vote to remove must be a majority (51%) of the voting power in the Association.
The Board shall determine the voting method pursuant to Section 4.5.
5.6 Regular Meetings:
5.6.1 Regular Meetings of the Board may be held at such times and places as the Board may determine, provided that any change of place or time is made with sufficient time to provide notice. Notice of Board meetings may be given annually or more frequently as needed by publishing a schedule of regular meeting dates and times in The Villager, and posting in the clubhouse and on the Fairway Village website. Monthly reminders may be electronically transmitted to Members who have provided an e-mail address and written authorization to receive notice via e-mail.
5.6.2 As allowed by the Washington Nonprofit Act, RCW 24.03.120, videoconferencing or teleconferencing meetings may be held with appropriate Notice and available equipment.
5.7 Special Meetings: Special meetings of the Board may be called by the President or any two Directors. Notice of any special meeting of the Board shall be given at least two days prior to the date of the meeting.
5.8 Quorum: A majority of the Directors shall constitute a quorum for the transaction of all business. Voting by proxy shall not be permitted. Any Director participating via teleconference or similar means in accordance with the procedure adopted by the Board shall be considered present for the purposes of constituting a quorum.
5.9 Open Meetings: All meetings of the Board shall be open for observation by all Members except as designated in subsection 5.10 The Board shall keep minutes of all actions taken which shall be available to all Members.
5.10 Closed Executive Sessions: The Board may convene in a closed executive session to:
consider personnel matters;
consult legal counsel or consider communications with legal counsel;
discuss possible or pending litigation;
discuss possible violations of the Association's governing documents; or
discuss possible liability of an owner to the Association.
Before convening in a closed executive session, the Board shall, by affirmative vote in open session, adopt a motion resolving to convene in closed executive session. The motion shall state the specific purpose(s) for the closed session from the list above and the Board may consider only those purposes so stated. Reference to the motion and purpose(s) of the closed executive session shall be included in the minutes of the open meeting.
No action in closed executive session shall become effective until the Board reconvenes and votes in open meeting on the specific matter(s) identified in the motion. This section shall not require the disclosure of information in violation of the law or otherwise exempt from disclosure.
5.11 Vacancies: Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. If all positions are vacant, a special election shall be held to elect Directors for the unexpired terms of each vacancy. In this case the chair of the CC&R Committee shall oversee such election. A Director appointed to fill a vacancy shall serve the remainder of the unexpired term of that Director’s predecessor on the Board. During the existence of any vacancy, the remaining Directors shall possess, and may exercise, all powers vested in the Board.
5.12 Voluntary Resignation Assumed: Any Director absent from three consecutive months’ of Regular Meetings shall be considered to have voluntarily resigned from the Board and a successor may be appointed, unless at least five Directors agree in each case to waive the assumption of voluntary resignation. Any Director participating via teleconference or videoconference in accordance with the procedure adopted by the Board shall be considered present at the meeting.
5.13 Compensation: Directors shall serve without compensation, whether monetary or in kind. Directors may submit appropriate forms for reimbursement of expenses while representing the Board.
5.14 Prohibited Acts: The Board shall not act on behalf of the membership to:
take any action requiring the vote of the membership;
terminate the Association;
elect Directors, except to fill by appointment an unexpired term;
fix the powers, duties, or terms of office of Directors;
dispose of common real property or facilities by conveying or executing a security interest on any common area or portion thereof without the affirmative vote of 67% of the votes cast by the total voting power;
commit any Association funds, or otherwise involve the Association, on behalf of an owner involved in a dispute that is not concerned with the purposes and responsibilities of the Association; or
commit Association funds for new additions to the capital assets of the Fairway Village Homeowners Association in excess of $35,000 unless approved by the Association Members by a simple majority of those votes cast.
5.15 Parliamentary Authority: To the extent Robert’s Rules of Order are not inconsistent with applicable law, the CC&Rs or these Bylaws, Robert’s Rules of Order shall be the parliamentary authority on questions of procedure.
Article VI - Officers
6.1 Number: The officers of the Association shall be a President, one or more Vice Presidents as the Board may determine, a Secretary, and a Treasurer, and such Assistant Secretaries and/or Assistant Treasurers as the Board may designate by resolution.
6.2 Election of Officers: The officers of the Association shall be elected by the continuing Directors and the Directors-Elect after the Annual Meeting, and prior to January 1. Terms of office begin January 1. Each officer shall hold office for the term of one year or until a successor shall be elected.
6.3 Removal of Officer: Any elected officer may be removed as an officer by a majority of the Board whenever, in the Board’s judgment, the best interests of the Association would be served thereby. See 5.4 above for information on removal from the Board.
6.4 Vacancies: A vacancy in any office may be filled by the Board for the unexpired portion of the term.
6.5 President: Subject to oversight by the Board, the President shall be the Chairman of the Board and Principal Executive Officer of the Association. The President shall, when present, preside at all meetings of the Members and of the Board. Any officer or agent shall perform such duties as may be assigned by the President or by the Board. Exclusive of banking and investment accounts, the President is authorized to sign with the Secretary, in the name of the Association, all official documents, papers, deeds and contracts, including those in any way affecting the property or other interests of the Association
6.6 Vice President: In the absence of the President or inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall perform other duties as requested by the President.
6.7 Secretary: The Secretary shall assure that the following responsibilities are met, with the assistance of staff:
maintain minutes of the proceedings of the Members and of the Board;
assure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
sign with the President in the name of the Association, all official documents, papers, deeds and contracts, meeting minutes, including those in any way affecting the property or other interest(s) of the Association, exclusive of banking and investment accounts; and
in general, perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board.
6.8 Treasurer: The Treasurer shall be the legal custodian of the financial records, all moneys, notes, securities and other valuables that may come into the possession of the Association. The Treasurer shall see that the Administrator maintains complete and correct records of the financial position of the Association, and that all funds are promptly deposited in depositories approved by the Board. The Treasurer shall present financial information to the Board and Association Members in such form as the Board may direct. All disbursements from association banking and investment accounts and intra and interbank transfers shall be made in accordance with generally accepted accounting principles and best practices. Support documents for all expense disbursements must be initialed by the appropriate manager before checks are drawn and submitted for signature. All officers of the corporation may be authorized to sign checks subject to the approval of the Treasurer, but there should not be fewer than three authorized signers.
Article VII - Key Staff
7.1 Administrator: An administrator, acting as Chief Operating Officer of the Association, may be hired by the Board of Directors. The administrator shall report to the Board President, and provide administrative support, advice and recommendations regarding Association functions and operations to the Board. The administrator’s employment may be terminated by a majority vote of the Board.
The administrator shall serve as Corporate Secretary for the Association and in that role, shall ensure that appropriate records are maintained, including, but not limited to:
a register of Members’ names and mailing addresses of record;
a record of policies enacted, revised, or rescinded by the Board;
copies of Governing Documents, including amendments and restatements; and
such financial records, minutes, deeds, insurance policies, personnel and payroll records, budgets, reserve studies, correspondence, legal advice and other documents as may be required under statute or recommended by industry best practices.
7.2 Golf Operations Key Staff: A Director of Golf may be hired by the Board of Directors. The director of golf shall report to the Board President, and provide support, advice and recommendations regarding golf operations and functions to the Board. The director of golf’s employment may be terminated by a majority vote of the Board.
The director of golf shall provide financial documentation, authorize expenditures, and provide the Board with reports on golf operations and common area landscaping. In the absence of a director of golf, employees involved in golf operations and common area landscaping shall report to the administrator. The primary employees of the golf course, golf shop and common area landscaping shall assist the administrator in obtaining the records necessary for operational and financial reports on golf operations.
7.3 Nothing in this section shall limit the Board from reorganizing the administrative structure of the Association, including contracting with outside managers.
Article VIII - Committees
8.1 Designation: The Board shall establish advisory committees, each of which shall consist of two or more Members of the Association and a Director serving as a Liaison. Only the Board can approve or remove committee members. The committees shall act only to the extent provided in a job description approved by the Board and in the Governing Documents. The committees shall act as advisors to the Board and Key Staff. Committees and committee members shall not have the authority to function as the Board or undertake the functions described in Section 5.1. Additionally, committee chairs and committee members shall not have the authority to:
amend the governing documents;
appoint or remove a member of the committee, Director, officer, or employee of the Association;
commit Association funds;
direct the Board, a Director, officer, or employee in the performance of their duties;
change the operating procedures of the Association without approval of the Administrator or Board; or
grant an exception, variance, or waiver.
8.2 Procedures, Meetings, Quorum: All committee members, including the Chair, must be approved by the Board, upon a vote by the committee to recommend. Only the Board has the authority to approve a committee Chair and members. Departures of Chairs and members shall be acknowledged at a Board meeting. Each committee shall hold regular open meetings and keep a record of its acts and proceedings, which shall be distributed to the Board.
Fifty percent (50%) of the members of a committee shall constitute a quorum. The act of a majority (51%) of the members present at a meeting shall be the act of the committee. Any action, which may be taken at a meeting of the committee, may be taken without a meeting, by telephone poll or electronic communications, in order to provide timely advice and recommendations to the Board.
Any recommendation made to the Board by a committee shall be in a written form, as designated by the Board, with a date and numbers of votes in support of and opposed to the recommendation.
8.3 Tenure and Selection:
Committee member terms, qualifications, duties and conditions of service are defined in committee job descriptions and Governing Documents.
A resident may not serve on a standing committee while serving on the Board of Directors, unless the Board approves a request from the committee to allow continued service on the committee by the Director.
Spouses, domestic partners or co-habitants of Directors shall not chair any committee.
Article IX - Interpretation
In case of any conflict among the governing documents, the hierarchy of control is as follows:
Articles of Incorporation
Properly adopted and communicated rules and regulations, resolutions and policies.
Article X - Liability
Disclaimer of Liability: The Association, its Board of Directors, and any officers, agents or employees shall not be liable to any person for acts and omissions in administration and enforcement of the governing documents, unless such actions constitute recklessness or intentional disregard of the law.
This amendment is effective upon recording with the Clark County Auditor, Washington.