Bylaws

Bel-T2ne Heres, Inc.
E. 322 1 iara Drive
Spokane, WA 99223 4D9337 . ,
BYLAWS OF
BEL-T”.HE FIRST OWNERS ASSOCIATION, INC.
ARTICLE 1
PLAN OF OWNERSHIP
1.1 Name aQd Location. The name of this association
(“Association”) is BEI,…TANE FIRST OWNERS ASSOCIATION, INC. The
principal office ‘Of the Association shal~ be in Bonner County,
Idaho.
1.2 Apolication to project,. The provisions of these Bylaws
are applicable to that residential/recreational sUbdivision known
as Bel-Tane Acres, First Addition, located in Bonner county,
Idaho. All present and future Owners, and their tenants, future
tenants, employees, and any other person who might use t~e
facilities of the Property in any manner, are subject to th~
regulations set forth in these Bylaws, in the Articles of
Incorporation for the As~ociation, and in the Declaration of
Covenants, Conditions and Restrictions for the Property
(“Ueclaration”) recorded or to be recorded in t:O~ office of the
Ronner county Recorder t and applicable to the Property. The mere
acquisition or rental of any Lot in the property, or the mere ~ct
of occupancy of any Lo~ will signify that the~a Bylaw~ are
accepted, ratified, and will be observed.
1.3 Meaning of Terms. Unless otherwise specifically
provided herein, the definitions contained in the Declaration are
incorporated in these Bylaws by reference.
ARTICLE 2
MEMBE~SH.\P; MEETINGS AND VOTING RIGHTS
2.1 One ~lass of Members. The Asac-ci at.Lcn shall have one
{l) class of voting membership established according to the
Articles of rn~orporatioD.
2.2 Voting Regui~ements. E~cept when otherwise expressly
provided in thfl Declaration, the Articles or thef;(: Bylaws, any
acticn by the Association which must have the approval of the
Association membership before being un62rtaken shall require the
vote or “‘;”’:l:’itten assent of the prescribed percentage of the total
voting powor of the Association. Except on matters specifically
provided fOl” in the Declacation, the Articles, or -chese Bylaws,
1:he vote of a majority of a quorum present at any meet.ing (in
person or by proxy) shall constitute the vote of the Members.
2.3 Quorum. A quorum shall be those Members present at any
duly called meeting, either in person or by valid proxy.
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2.4 £I”oxies. At: all meetings of Mem.be:…-s, each Member may
vote in p~rson or by proxy. All proxies shall be in wri~inq and
filed with the secr~tary before the appointed time of each
meeting. All proxies shall be valid only for tte meetinq for
which the proxies are given (including any reconv~ned meeting in
the event of an adjou:o::-nment), unless provided othe~ise in the
proxy (but in no event for a period exceeding eleve~ (11) months
from date of execution). Every proxy shall be revoc~ble and
shall automat ically cease upon receipt of notice by ti~e Secretary
of the Association of the death or jUdicially declared incompetence
of sl..ch Member.
2.5 Annual Meetings. Regular annual meetings of ‘~e
Members of the Association shall be held on the second Thur~day
of each JUly.
2.6 special Meeting~. A special meeting of ~embers of the
Association may be called by the presidEnt or by any two (2)
members ot the soard. A special meet.ill;; shall be called by ‘the
Board upon receipt of a written request therefor signed by
Me:l!lbers representing not less than twenty-‘five percent (25′) of
the total voting power of the Association or. by Me~bers representing
not less than fifteen percent (15%) of the voting power
residing in Members other than Declarant.
2.7 Notice and Location of Meetings. At ttle direction of
thp. President, the Secretary, or the office~s or p~rsons calling
a meetlng, written notice of regular and special MeBtings shall
be give.n to all Members in the manner specified for notices under
these Bylaws. Such notice shall specify the place, day, and hour
of the business to be undertaken, and, in the case of a special
meeting, th~ purpose or purposes for which the meeting is called.
Except in the case of an emerg’ency, at least ten (lO) days’
notice (but not more than fifty (50) days’ notice) of ar.y meeting
shall be provided prior to ‘the meeting. Meetings of the Association
shall be helel within the Property or at a meeting place as
close thereto as possible. Notice shall also b~ delivered to any
institutional land~r filing a written request for notice with the
Association~ and any such lender shall be permitted to designate
a representative to attend all such meetings.
2.8 Adjout:,.mnen!:. .k majori.ty of those present in person or
by proxy at any meE:ting may adjourn the meeting to another time.
U::tless the adjour.mnent is to a date more than thirty (30) days
from the original meeting dote or to a different place, no new
notice shall be reqcired.
2.9 Action Without Meeting. Any action which may be taken
at a meeting of the Members may La taken without a meeting if a
consent, in writing, setting forth the action 60 taken, is signed
by all the Members entitled to vote thereon. Such consant shall
have the same force and effect as a unanimous vote.
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2.10 Rules at Meetings. Except as otherwise provided in
·the ~ e Bylaws, the Articles or the Declaration, all meetings of
t he Members sh~ll be governed t:y Roberts Revised Rules of Order.
ARTICLE 3
BvARD OF MANA.GERS
3.1 Number and Term of Manager~. The B~ard shall consist
of three (3j Managers, each of whom shall be a Lot owner or an
age~t of Declarant (while Declarant remains ~ Lot owner). Ex~pt
for the initial Managers, ~ho shall serve until the first m~eting
of th~ Association, the Managers shall serve concurrent terms of
two (2i years.
3.2 ~lection of Board of Managers.
3.2.1 Nomination. N~mlnations for election to the
Board of Managers may be made fro~ the floor at the annual meeting
of the Association. Additionally, the Board may appoint a
Nominating Committee, which ~hall consist of a Chairman, who
shall be a member of the Board of Managers, and two (2) or more
Members of the Association. If the Board determines to appoint a
Nominating C:ommitt.ee, the Committee shall be appointed at least
ninety (90) days prior to each annual meeting of the Members, to
serve until the close of such annual meeting, and shall make as
many nominations for election to the Board of Managers a,s it
shall, in its discretion, determine, but not less than the number
of vacancies that are to be filled.
3.2.2 Election of Managers. Elections of Board
members shall be by secret written ballot. All elections in
which two (2) or more positions on the Board are to be filled
shall he conducted by cumulative voting.
3.3 RemovU. An individual Manager shall not be removed
prior to the expiration of his term of office if the number of
votes cast a~ainst his removal is at least equal to the number of
votes which would be required to elect that Manager in an election
of the entire Board.
3.4 Vacanc~~. Vacancies in the Board caused! by any reason
other than the removal of a Manager by the voting in of a
replacement by the Members shall be filled by vote of the
majority of the remaining Managers, and each person so elected
shall be a Manager for the remainder of the term of the Manager
lie replaces, or until a successor is elected at a special meeting
of the Members called for that purpose.
3.5 Regular Meetings. Regular meetings of the Board shall
.be con~ucted at least quarterly at a time and place within the
Property: as may be fixed by the Board. Notice of the time and
place of regular meetings shall be given to each Manager, personally
or by mail or telegraph, at least three (3) days prior to
the day named for the meeting, and shall be posted at a prominent
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place or places wi.thin the Property. One of the regular meetings
~hall be the annual meeting, which shall be held within ten (10)
days following the annual meeting of Member.s.
3.6 Special Meetings. A special meeting of the Board may
be called by ~~itten notice signed by the President of the
Association or by any two (2) Managers other ~~3n the President.
Notice shall be provided to all Managers and posted within the
Property in the manner prescribed for notice of regular meetings,
and shall includa a description of the nature of any special
business to be considered by the Board.
~.7 ~aiver of Notice. Before or at any meeting of the
Board, any.lanager may, in writing, waive notice of such meeting
and such waiver shall be deemed equivalent to the giving or such
notice to that Manager. Attendance by a Manager at any meeting
of the Beard shall be a waiver of notice by hi~ of the time &~d
place of \~.he meeting, except whare such attendance is for the
limited and expiess purpose of obje~tinq to the transaction of
any business at the meeting because the meetinq is not lawfully
called or convened.
3.8 2YQDllJl. The presence in person of a majority of the
Managers at any meeting of the Board shall constitute a quorum.
The vote of a majority of the quorum actually preDent at any
meeting snall constitute the vote of the Board unless expressly
provided to the contrdry in these Bylaws, or in any future amendment
thereto.
3.9 A~on by Consent of Kanaqer~. AnY action require~ or
permitted to be taken by the Board of Managers may be taken wlthout
a meeting r if all wembers of the Board shall individually or
collectively consent in writing to such action.
3.10 ~journment; ~xecutive Sess~on. The Board may, with
the approval of a majority of a quorum ~f the Managers, adjourn a
meeting and reconvene in executive session to discuss and vote
upon personnel matters, litigation in which the Associatior. is or
may become involved, and orders of business of a similar nature.
The nature of any and all business to be considered in executive
session shall first be .announced in open session.
3.11 }:!oard Meetings Open to Members. Regular and spe,cial
meetings of the Board shall be open to all Members of the .~ssoclation;
provided, however, that Association Members who are not on
the Board may not participate in any deliberation or discussion
unless expressly so authorized by the vote of a majority of a
quorum of the Board.
ARTICLE 4
POWERS AND DUTIES OF THE BOARD OF Y1ANAGERS
The Board shall have the powers and duties necessary for the
administration of the affairs of the Association_ without
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limitation on the generality of the foregoing p~wers and duties,
the Beard shall be vested with, and responsible for, the
follo~ing powers and duties:
4.1 To s ~lect, appoint, supervise, and remove all ~fficers,
agents ~nd el~ ~ .cyoes of the Association; to prescribe such powers
and du\:ie~ f~r then as may be consistent with law, and yith the
Articl€:s, the Dl””::laration and these Bylaws; and to require from
them security for faithful service when deemed advIsable by the
Board;
4. 3 To enforce tIle applicable provisions of the Declaration,
Articles, these Bylaws and other instruments relating to
the ownership, management and c~ntrol of the Property;
4.3 To contract for casualty, liability and other insurance
on behalf of the Assoc:..:.ation as required or permitted in the
Declaration;
4.4 To operate and maintain the water systero serv1c1~g the
Property and to cause all Common Areas to be maintained~
4.5 To delegate its powers to committees, officers or
employees of the Association, or to a management company pursuant
to a written contract, as expressly authorized by the Articles,
Declaration and these Bylaws;
4.6 To keep complete and accurate books and records of the
receipts and expenditures of the ;\ssociation, specifying and
itemizing the maintenance and repair expenses incurred, a~d to
prepare budgets and financial statements for the Association as
required in these Bylaws in accordance with good accounting
procedures; to provide for independent audits as required by law
and these Bylaws;
4.7 To initiate and execute disciplinary pLoceedings
against Members of the Association for violations of the provisions
of the Articles, Declaration, these Bylaw$ and such rules
as may be promufqat.ed by the Board, in accordance wH.:h procedL..r…. · r~
set f~rth in these Bylaws:
4.8 To borrow money and incur indebtedness for purposas of
the Association, and to cause to be executed and delivered therefor,
in the Association’s name, promissory notes, bonds, debentures,
deeds of trust, mortgages, pledges, hypothecations O~
other evidences of debt and securities therefor, SUbject to the
approval requirements of the Articles, these Bylaws, or the law;
4.9 To fix and collect regUlar and special Assessments
according to the Declaration and these Bylaws, and, if deemed
appropriate in the Board’s discretion, to record a Notice of
Assessment Lien and foreclose the lien against any Lot for which
an Assessment is not paid within thirty (30) days after the due
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date, or bring an action at law against the Owner personally
obligated to pay such Assessment;
4.1~ To p~epare and file annual tax ~eturns with the federal
government and to make such elections as may be necessary to
reduce or eliminate the tax liability of the Associatinn. Without
limiting the generality of the foregoing, the Board may, on
behalf of the Associaticn, elect to be taxed under section 528 of
the Internal Revenue Code or any successor or similar statute
c~nferring income tax benefits on homeowners associations.
ARTICLE 5
OFFICERS
5.1 Enumeration and Term. The officers of this Association
shall bd a President, Vice-President, Secretary, and Treasurer,
and such other officers as the Board may, from time to time, by
resolution create. ‘l’he officers shall be I3lected annually by the
Board and each shall hold office for one (1) year unless he shall
Eoooner resign, or shaL). be removed, or othert:’i..se disqualified to
serve.
5.2 Election of Officers. The election of officers shall
take place at the fjrst meeting of the Board of Managers following
each annual meeting of thE Member~.
5.3 Resignation and Removal. Al.}’ officer may be removed
from office by a majority of the Board at any time with or without
cause. Any officer may resign at any time by giving written
notice to the Boato, the President or the secretary. Such resignation
shall taka effect on the date of r.~c e ipt of s~ch notice or
at any later time specified therein, ant lml e s s otherwise specified
therein, the acceptance of such resignation shall not be
necepsary to make it effective.
5.4 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
replaces.
5.5 Multiple Office~. Any two or more offices may be held
by the same person, except the offices of President and
Secretary.
5.6 Duties. ~ h e duties of the officers are as follows:
5.6.1 President. The President shall preside at all
meetings of the Association and the Board of Managers; shall see
that orders and resolutions of the Board are carried out; shall
sign all 1.easG5, mortgages, deeds, and other written instrument£;
and shall co-sign all checks (unless the authority to sign checks
in the ordinary course of Association business has been delegated
to a management company) and promissory notes.
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5.6.2 Vice-President. The Vice-President shall act in
the pLace and st~ad of the president in the event; of his absence,
inability or refusal to act, and shall exercise and discharge
such other duties as may be required of him by the Board.
5.6.3 Secretary. The Secretary shall record the votes
and keep the minutes of all meetings and proceedings of the Board
and of the Members, serve nctice of meetings of the Board and of
the Members, keep appropriate current records showing the Members
of the A~s0ciation together with their addresses, and shall
perform such other duties as required by th~ Board.
5.6.4 Treasurer. The TreaRurer shall re-~ive and
deposit, in appropriate bank accounts, all monies of the Association
and shall disburse such funds as dir.ected by resolution of
the BDard of Managers pursuant to approval of vouchers, when
appropriate; shall co-sign all checks and promissory notes of the
Association; and shall keep proper books of account and prepare
or have prepared financial statements and tax returns as required
in these Bylaws. The duty of the Treasurer to receive and
deposit funds and to sign checks in th~ ordinary course of Ass~ciation
business may be delegated to a rr.anagement company as
provided in these Bylaws.
ARTICLE 6
DISCIPLINE O? MEMBERS; SUSPENSION OF RIGHTS
The Association shall have no power to cause a forfeiture or
abri~gement of an owner’s right to the full use and enjoyment of
his individually owned Lot on account of a failure by the Owner
to comply with provisions of the Declaration, Articles, these
Bylaws, except where the loss or forfeiture is the result of the
jUdgment of a court or a decision arising out of arhitration or
on account of a foreclosure or sale under a power of sale for
failure of the Owner to pay Assessments ]evied by the Association.
Notwithstanding the foregoing, the Board shall have the
power to impose monet.ar’y penalties, tempora~”:’y suspensions of an
Owner’s rights as a Member of the Association or other appropriate
discipline for failurs: to comply with the Declaration,
Articles, these Bylaws or dUly enacted rules; provided that the
accused shall be given notice and the opportunity to be heard by
the Board with respect to the alleged violatiors before a
decision to impose discipline is reached. In the case in which
monetary penalties are to be imposed, such penalties shall
include actual attorney’s fees and all costs in connection with
the oollection of such penalties.
ARTICLE .,
BUDG~TS, FINANCIAL STATEMENTS, BOOKS AND RECORDS
7.1 Budaets and Financial statements. Financial statemants
and pro forma operating budgets for the Association shall be
~egularly prepared (at least annually) and copi~s shall be distributed
to each Member of the Association.
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1.2 Fiscal Year. The fiscal year of the Association shall
be as designated by resolution of the Board. In the absence of
such a resolution, ~he fiscal year shall be the calendar year.
7.3 Inspection of Association’s Bc~ks and Records. The
membership register , books of ~.::~ount, vouchers authorizing payments,
minutes of meetings of the Members, of the Board, and of
committees of the Board of the A~sociation, and copies of the
current Declaration, Articles, B~laws and rules and regu~~tiona
for the Property shall be made available for inspection and copying
by any Member of the AssociatioTi, by any holder, 1i1SUrer, or
guarantor of a first mortgage on any Lot, or by his duly
appointed representative, at any reasonable time and for a
purpose reasonably related to his interest as a Member, at the
oftice of the Association or at such other place within or near
the Property as the Board shall prescribe. Such inspection may
take place on weekdays durin9 normal business hours, following at
least forty-eight (48) hours’ written notice to the Board by the
Member desi~ing to make the inspec~ion. Any Member desiring
copies of any document shall pay the reasonable cost of reprGduction.
Every Manager shall have the absolute right at any reasonable
time to inspect all books, records and documents of the
Association and the physical properties owned or contro~led by
the Association. The right of inspection by a Manager includes
the right to make extracts and copies of documents.
1.4 statement of Account. Upon ten (10) days’ notice t.o
the Board and payment of a reasonable fee, any Lot Owner shall be
furnished a statement. of his account settIng forth the amount of
any unpaid A~s~ssments or other charges due and owing from such
Owner.
AFTICLE 8
AMENDMENT OF BYL~WS
These B~’laws may be amended at any time and in any manner by
resolution approv~d by a majority of the Board of Manager~,
SUbject to repeal or change by action of a. majority of the votin;1
power of t~e Members, provided any such amendment shall not be
inconsistent with the Articles, the Declaration, or the law.
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 Regulations. All Owners, tenants, and their employees,
and any other person that might use the facilities of the Property
in any manner , are subject to the regulations set forth in
these Bylaws and in the Declaration and to all reasonable rules
enacted pursuant to the Declaration. Acquisition, rental, or
occupancy of any Lot shall constitute acceptance and ratification
of the provisions of all such rules and regulations.
9.2 Compensation and Indemnity of Officers and Manaaers ”
No Manager or officer shall ~eceive any loan from the
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Association ,. or shall r -ece Lve any compensation for servic1!s
rendered for or en behalf of the Association, except
rei~bursement for actual sums spent en behalf of the A~sociation,
to the extent authorized by th~ Board. TQ the maximum extent
permitted by the Idaho N·:mprofit corporation Act, each Memager
and. officer shall be indemnifie~ ~y tte Association aqainst all
expenses and liabilities, includin~ attorney’s fees, reasonably
Lncuared by or imposed upon him by judgment or settlement in
connection with any pr~ce.eding to ~hich he may be a party, or in
which he may become Lnvoj,ved , by reason of his being or having
been a Mai1ager or officer of the Association, except in cases of
fraud, gross negligence or bad faith of the Manager or officer in
the perfor~ance of his duties.
9.3 Committees. The BOard may appoint a Nominating Committee,
as providod in these Bylaws. In addition, the Board of
Managers shall appoint ot:her committees as deemed appropriate in
carrying out its purpose; ~rovided, however, that the power and
authority of any such comndct.ee shall be limited acco:.:ding to the
Idaho Nonprofit Corporation Act.
9.4 Notices. Any noti.ce permitted or required to be given
by the Property Documents may be delivered either personally or
by mail or as otherwise specifically provided in the Property
Documents. If delivery is by mail, it shall be deemed to have
been given seventy-two (72) hours after a copy nf the same has
been depositad in the united states mail, postage prepaid, return
receipt requested, addressed to each person ~t the current
address given by such person to th~ Secretar’ of the Association
or addressed to the Lot of such person if .’,10 address has been
given to the Secreta.ry; provided’~ hovevec that notice of regular
or special meeting’s of Members of the Board may be mailed without
request for a return receipt.
ADOPTION OF BYLAWS
We, the undersigned, being dll of the Managers of BEL-TANE
FIRST OwNERS ASSOCIATION, INC., do hereby assent to the within
and foregoing Bylaws and hereby adopt the same as the Bylaws of
said Association.
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EXECUTED by the
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I, the undersigned, the duly elected and actinq secretary of
BEL-TANE FIRST OWNERS ASSOCIATION, INC., do hereby certify:
That the within and foregoing Bylaws were adopted as th’£’
Bylaws of said Association on , 1992, and that the
same do not constitute the Bylaws ot s~id Association.
EXECUTED by the undersigned on ________, 1992 •
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C0112MDG.EfW -7/8/92
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