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Bylaws

Sunlight Waters Country Club, Inc.
Bylaws
ARTICLE I
Purposes
Section 1. The corporation shall be conducted as a non-profit, social, and maintenance organization for the purposes set forth in the Articles of Incorporation and for the area of Kittitas County, Washington, described in Article II of the Articles of Incorporation.
Section 2. The purposes for which this corporation has been created may be altered, modified, enlarged or diminished by the vote of two thirds of those members in good standing. This voting shall occur in person or by proxy at an Annual Meeting or at any Special Meeting duly called for that purpose.
ARTICLE II
Membership
Section 1. The membership of the Corporation shall consist of, and be limited to the incorporators and the owners or purchasers of lots in the area described in Article II of the Articles of Incorporation. The privileges and facilities of the Club shall be extended to guests under such rules and regulations as the Board of Trustees may prescribe.
Section 2. Membership shall be inseparable, appurtenant to the lots owned or being purchased by the members, and upon the transfer of ownership or the making of a contract of sale of any such, the membership appurtenant thereto, shall be deemed to be transferred to the contract purchaser or grantee. No membership may be conveyed or transferred in any other way inter vivos. In the event of the death of a member, his membership shall pass in the same manner and to the same persons as does the real property itself.
Section 3. No membership shall be forfeited nor any member be expelled except for non-payment of dues, and no member may withdraw except upon the transfer of title to, or upon contracting for, the sale of the lot to which his membership is appurtenant. No compensation shall be paid by the Corporation upon any transfer of membership and no member whose membership is transferred shall be entitled to share or participate in any of the property or assets of the Corporation.
Section 4. In the event of a lot elimination, as delineated in Article IX of these Bylaws, all Memberships as stated and defined in the above three Sections remain in full effect on and with the sustaining lot(s).
ARTICLE III
Meetings
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 places as the Board of Trustees may elect on the third weekend of May in each year at Two O’ Clock P. M. Notice thereof shall be given by the Secretary in writing, postage prepaid and delivered by the U. S. mail to the address of each member appearing on the books of the Corporation. The mailing date thereof to be not less than thirty days prior to the meeting. At such meeting the members shall elect a President, Vice-President, Secretary, Treasurer, and Trustees and transact such other business as may properly come before them.
Section 2. Special Meetings of the members of the Corporation may be called at any time by the President or a majority of the Board of Trustees or by the Secretary upon receipt of written request thereof, signed by members owning at least ten percent of the lots within the jurisdiction of the Corporation. Notice of a Special Meeting, stating the purposes thereof, shall be given by the Secretary to all members in the same manner as notice is given for the Annual Meeting, except it shall be mailed at least twenty days prior to the date of the meeting.
Section 2A. Should there be a desire to dissolve the Corporation, a written request, signed by no less than 33 % (percent) of the lot owners, would be required to petition the Secretary for such a special meeting as outlined above. In lieu of the 33 % (percent) minimum signature requirement, those desiring to dissolve may post a bond of no less than $3000.00 (Three thousand dollars), payable to Sunlight Waters Country Club, Inc. In the event they are unsuccessful in obtaining a favorable vote to dissolve the Corporation, the Corporation for the full amount of the Bond, would redeem the Bond. In the event of a successful, favorable vote to dissolve, those posting the Bond would be free to reclaim their Bond.
Section 3. At all Annual and Special Meetings of the members of the Corporation, twenty members present, in person, or by written proxy filed with the Secretary at or before the meeting, shall constitute a quorum for the transaction of any business appropriate to a members’ meeting. In the absence of a quorum, any meeting of the members may be adjourned from time to time by vote of a majority of those present, but no other business may be transacted. Members present at any duly called Annual or Special meeting at which a quorum is originally present, may continue to do business notwithstanding the withdrawal of members to the extent that less than a quorum may thereafter be present. A majority of the votes of the members constituting a quorum shall be sufficient to transact business unless a greater number of votes if required by law, the Articles of Incorporation, or these Bylaws with respect to some specified action.
Section 4. Members shall be entitled to cast one vote per lot owned or being purchased by them, but no more than one vote shall be cast per lot regardless of the number of owners thereof. The vote for any lot owned by a single marital community may be cast by either spouse without presentation of authority from the other. The vote for any other lot held or being purchased by more than one person under some other form of joint or several ownership may be cast by any one of such persons upon presentation of written authority by proxy from them in their absence. In order to vote, the member must be in good standing, that is, all dues, debts, and assessments shall be paid on or before March 31st of each year, following the meeting at which they have been fixed. Members must pay their annual dues in person, or the dues must be postmarked to the accounting office, no later than March 31st to assure the registration of their vote for the annual meeting. Any disputes regarding payments of outstanding balances must be resolved before the end of April. No payments will be registered, or accounts modified between April 30th and the Monday after the annual meeting. A list of members who have their dues paid up to date and are eligible to vote will be provided to the Board by the accounting office no later than one week before the scheduled annual meeting. In the case of a special membership meeting, no payments will be registered, or accounts modified between the fifth business day prior to the meeting date and first business day after the meeting date. The only voter registration to occur on the day of any membership meeting is the qualifying of proxy votes. Both the proxy grantor and the proxy holder must qualify in good standing. The voting power of the corporation is the total of all members who are in good standing with the Corporation in accordance with these Bylaws.
Section 5. A two-year budget will be set up by the Board of Trustees of Sunlight Waters beginning January 1991, that will be followed from term to term by each succeeding Board of Trustees.
Section 6. The Board of Directors, for purposes of creating a quorum at a scheduled Board meeting, may appoint one or more lot owners for that meeting only.
ARTICLE IV
Trustees
Section 1. The corporate powers of this Corporation shall be vested in and exercised by or under the Officers and Board of Trustees. The number of Trustees who shall manage the affairs of the Corporation shall be nine. At any Annual or Special meeting of the members duly called for that purpose, the members may increase or decrease the number of Trustees to not more than nine or less than three.
Section 2. The trustees shall be elected at each Annual Meeting to serve for a term of three years and until his successor is duly elected and qualified to replace the Trustee whose term has expired. Each Trustee shall be a member in good standing.
Section 2A. A quorum shall consist of a minimum of three (3) trustees, the President or Vice President and Corporate Secretary or his or her appointee. At all Board meetings, all Officers except the President are allowed to vote. The President would be called on to vote only in the case of a tie vote. The Board of Trustees, for purposes of creating a quorum at a scheduled Board meeting, may appoint one or more lot owners for that meeting only.
Section 3. In the event a Trustee other than an incorporator can no longer qualify as an owner or purchaser of a lot and ceases to be a member, he shall, thereupon, also automatically cease to be a Trustee and his office shall become vacant without the necessity of any action by the Board, which shall, nonetheless, spread that fact upon the Minutes of its next meeting. Any vacancy occurring in the Board of Trustees shall be filled by appointment by a majority of the remaining Trustees.
Section 4. The Board of Trustees shall meet each month during the year with the exception of June, July, and January. The Board of Trustees shall meet as soon as possible after each Annual Meeting which occurs in May. Special Meetings of the board may be called at any time by the Secretary, the President, or a majority of the Board. The Secretary shall give each Trustee notice personally, verbally by mail or telephone, or wire of all regular and Special Meetings sufficient to enable such trustee to attend and, in any case, at least one day in advance. A written Waiver of Notice, signed by the Trustee, whether before or after the times fixed in the required notice, or the presence of the Trustee at the meeting without formal objection on the grounds of want of notice, shall be deemed the equivalent of the required notice or all purposes.
ARTICLE V
Powers and Duties of Trustees
Section 1. Subject to any limitation in the Articles of Incorporation and these Bylaws, the law of the State of Washington, all 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 agreed that the Trustees shall be the following powers and duties:
Section 2. To elect and remove all the other trustees, agents, and employees of the corporation in their failure to fulfill their duties; prescribe such powers and duties for them as may be consistent with the laws of Washington, the Articles of Incorporation and these Bylaws, fix their compensation, if any, and require from them security for faithful performance.
Section 3. 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 the members, showing in detail the condition of the affairs of the corporation.
Section 4. To fix the annual dues of the members of the corporation as provided in Section 2, Article III of the Declaration of Covenants and Restrictions applicable to Sunlight Waters and as provided elsewhere in the Bylaws, upon the approval of the membership
Section 5. To appoint an Architectural/Planning Committee of not less than three nor more than five members for the purpose of advising lot owners of the Covenants and Restrictions described in Section 4, Article V. At least two thirds of the members of the Committee shall, at all times, be members of the corporation and any other persons appointed to the committee shall be either architects or civil engineers duly licensed to practice as such by appropriate public authority. This shall be a Standing Committee, of which a majority shall constitute a quorum, and it shall meet upon the same notice, given by the same Trustees, as is required by Section 4, Article IV of these Bylaws for special meetings of the Board of Trustees.
Section 6. To do whatever may be necessary and proper for the enforcement of the provisions of the Declarations of Covenants and Restrictions described in Section 4, Article V, pursuant to Section 4, Article V of the aforesaid Declarations.
Section 7. Members of the Board of Trustees shall receive no compensation for their services to the corporation, but shall be reimbursed by it for such reasonable expenses as they may necessarily incur in pursuance of the business of the corporation.
ARTICLE VI
Officers
Section 1. The membership of the corporation, at its Annual Meeting in May of each year, shall elect a President, Vice-President, Secretary, Treasurer, and Trustees, who shall be members of the corporation for a term of two years and until their successors are duly elected and qualified. Only one person from a family unit may be elected for any office (Officers and/or Trustees). Present elected or appointed officers and/or trustees may complete their term. The Board may also, at any time, appoint an Executive Secretary and/or Assistant Secretary and/or Assistant Treasurer, who need not have membership in the corporation and whose term of office shall coincide with those of the officers whom they assist.
Section 2. Any officer may be suspended or removed by a majority vote of all the Trustees. Any vacancy occurring in an elective office shall and any vacancy occurring in an appointive office may, be filled by the Board of Trustees.
Section 3. Officers shall be reimbursed by the corporation for such reasonable expenses as they may necessarily incur in pursuance of the business of the corporation. The Board of Trustees may authorize compensation for any officer. The Secretary and Treasurer will receive monthly monetary compensation for duties rendered.
Section 4. Any officer, other than the President, may occupy two offices concurrently if the Board of Trustees so desires.
Section 5. Absence. Should any member of the Board of Trustees absent himself from two consecutive meetings of the Board without sending a communication to the President or Secretary, stating his reasons thereof, and if the excuse by him should not be accepted by the members of the Board, his office and seat on the Board may be declared vacant and the Board of Trustees may forthwith proceed to fill the vacancy by a majority vote.
ARTICLE VII
Duties of Officers
Section 1. The President shall act as Chairman at all meetings of the members and preside at all meetings of the Board of Trustees. He or she shall sign as President, all contracts or instruments for the corporation and perform such other duties as may be required of him or her by the Board of Trustees.
Section 2. The Vice-President shall preside at all meetings in case of the absence or disability of the President, assuming all duties of the President during such periods of absence and shall perform such other duties as the Board of Trustees may require.
Section 3. The Secretary shall issue all notices and shall attend and keep the Minutes of all meetings of the members and of the Board. He or she shall have charge of all corporate books, records, and papers and the corporate seal. He or she shall attest with signature and impress with the corporate seal all instruments executed for the corporation. He or she shall perform all such other duties as are incidental to the office or as may be required by the Board of Trustees.
Section 4. The Treasurer shall receive, keep safely and deposit in such bank or banks as may be designated by the Board of Trustees, all funds, securities and liquid assets of the corporation, in its name and for its account. He or she shall disburse funds of the corporation only under the direction of the Board of Trustees on checks signed by himself or herself or as the Board of Trustees would direct. He or she shall keep full and accurate books of account and shall make such reports of the finances and transactions of the corporation as may be required by the Board of Trustees, and shall prepare and present to the Annual Meeting of the members a full statement showing, in detail, the financial condition of the affairs of the corporation.
Section 5. The Executive Secretary and/or Assistant Secretary and/or Assistant Treasurer, if appointed by the Board, shall perform such duties as may be designated by it.
Section 6. All officers or other persons authorized to handle or disburse the funds of the corporation may be bonded at the discretion of the Board of Trustees, at the expense of the corporation, in the amounts as the Board shall determine to be adequate for the protection of the corporation.
ARTICLE VIII
Dues
Section 1. For the purpose of financing the activities of the corporation, it is hereby declared that all the lots within the jurisdiction of the corporation shall be charged a rate of $125.00 per lot, which amount shall be the member’s dues.
Section 2. The annual dues shall be due and payable on or before March 31st of each year, following the meeting at which they have been fixed. The following January, the Treasurer shall cause a statement of annual dues to be mailed to each member at his address of record with the Secretary. At December 31st of each year, a late charge equivalent to 12 percent of the unpaid balance at that time will be charged to each delinquent lot owner.
Section 3. Upon becoming delinquent, such dues shall constitute a lien upon the lot or lots against which they have been levied, and the corporation may file, within 120 days after said delinquency, a statement of such charges and lien in the office of the County Auditor of Kittitas County, Washington. A release of such lien shall be filed by the corporation upon payment, in full, of said dues. Said lien may be enforced by the corporation as may any lien upon real property under the law, and if said lien is foreclosed, the lot owner shall be liable for the costs and disbursements, including reasonable attorney fees, of the corporation therein, all of which costs, disbursements and fees shall be secured by such lien. Members shall, nonetheless, have personal liability for dues. Persons becoming members after the levy of dues, whether by accepting a deed to, or by executing a contract to purchase a lot to which unpaid dues are allocated, shall become personally obligated to pay such dues, including any interest accrued thereon, and shall be subject to the enforcement provisions of this section.
Section 4. Annual dues may not exceed $125.00 without a two-thirds majority of members present at any Annual Meeting approving a limit on annual dues in excess of $125.00.
ARTICLE IX
Lot/Membership Elimination
Section 1. The intent of this article is to provide for the disposition of any lot/membership in accordance with our purpose as stated in our Articles of Incorporation, Article II; paragraphs numbered 5., 12,; Article III; and Article VII.
Section 2. Any eligible lot must be within the recorded plat(s) of Sunlight Waters. (Past, present, or future) All lots must be adjoining and must have been combined for at least one year under county regulations for tax parcels.
Section 3. Any and all eligible lots must meet at least one of the following requirements:
1. Health department(s) requires the additional lot area for sanitation purposes.
2. A mutual lot is divided among and combined with two or more adjoining lots.
3. A single, finished, UBC permitted occupancy structure, containing at least 210 square feet, 420 square inches minimum included total, on each side of the lot line that is to be eliminated.
Section 4. All dues, liens and assessments must be paid in full, and must be current, on all lots involved in combination and elimination at time of application and ending processes. In addition, any and all eligible lot(s) to be eliminated, must pay an additional ten-year advance annual dues, liens, assessments, and/or other applicable monetary fees concurrent at the time of finalization of said elimination.
Section 5. The effected eliminated lot(s) will no longer be inseparable and appurtenant to existing Declaration of Covenants and Restrictions, Articles of Incorporation, and Bylaws of Sunlight Waters Country Club, Inc., as an individual lot/membership, but will be inclusive to the sustaining lot(s)/memberships. Any and all sustaining lot(s)/memberships remain inseparable and appurtenant to existing Declaration of Covenants and Restrictions, Articles of Incorporation, and Bylaws of sunlight Waters Country Club, Inc.
Section 6. Should a legal action ever recreate the eliminated lot, any unpaid dues and/or assessments not previously paid, would become due and payable at that time.
ARTICLE X
Miscellaneous
Section 1. Corporate Seal: The seal of the corporation shall be circular in form and shall contain the words “Sunlight Waters Country Club, Inc.” and “Washington” and “1968” in the form and style as hereinafter impressed upon these Bylaws.
Section 2. Membership Cards: A membership card signed by an Officer or Trustee of the corporation may be issued annually to each member of the corporation whose dues are current and who is otherwise in good standing and individual cards shall likewise be so issued to the spouse and children of that member upon their request.
Section 3. Fiscal Year: The Fiscal Year of this corporation shall end on March 31st in each year.
Section 4: Amendment: These Bylaws may be amended only by the members of the Corporation at an Annual Meeting.
Section 5. Water Hook-Up Fee: The water hook-up fee has been a long-standing policy of Sunlight Waters Country Club, Inc. It is hereby resolved that this policy be ratified. All persons who have a water hook-up and have not paid are subject to this charge.
The within and foregoing Bylaws of Sunlight Waters Country Club, Inc. were duly adopted by the members of the corporation, May 18, 1991 and amended as follows:
2004 Amendments are in Bold Type.
2006 Inserted Lot Elimination Amendment as Article IX, Lot/Membership Elimination
2009 Amendments are in Bold Italics Type.
2011 Amendments are in regular italics type.
By amendments at continuing Annual Meetings, the above Bylaws have been corrected, updated, and reprinted as of April ___ 2012 as testified by the undersigned below;
Signed:______________________ Date______ Signed:____________________ Date ______
Teddi Ryland                                                                                Mary Anderson
President                                                           Corporate Secretary
THIS IS TO CERTIFY that on the _____th day of _________________ 2012, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared _______________, to me known to be the individual described in and who executed the, within and foregoing instrument, and acknowledged to me that they signed and sealed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned.
WITNESS my hand and official seal the day and year this certificate first above written.
 
THIS IS TO CERTIFY that on the _____th day of _________________ 2012, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared _______________, to me known to be the individual described in and who executed the, within and foregoing instrument, and acknowledged to me that they signed and sealed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned.
WITNESS my hand and official seal the day and year this certificate first above written.
 
 
 
 
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