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The principal office of the Association shall be in Cascade,
Valley County, State of Idaho. The Association may have such
other offices, either within or without the State of Idaho, as
the Board of Directors may determine, or the affairs of the
Association may require from time to time.
ARTICLE II.
Board of Directors
GENERAL POWERS: The property, business and affairs of
the Association shall be controlled and managed by the Board of
Directors.
NUMBER: The Board of Directors shall originally
consist of three (3) members and may be changed from time to
time by the members of the corporation, and determined at a
meeting called expressly for such purpose; provided, however,
that a reduction in the number of directors by amendment of
these By-Laws shall not have the effect of reducing the term of
an incumbent director.
QUALIFICATIONS: ELECTION: TERM:
Directors need not be members of the Association and shall be
elected by the members at their annual meeting. At each
election for directors, each member entitled to vote shall have
the right to cast for any one or more nominees for director a
number of votes equal to the number of votes which attach to
his membership pursuant to the Articles of Incorporation,
multiplied by the number of directors to be elected. The
directors, except as otherwise in these By-Laws provided, shall
hold office for a period of two (2) years until their
respective successors shall have been elected, except that at
the first election
of directors, two (2) directors shall be elected for one
year, and three (3) directors for two (2) years.
REMOVAL: RESIGNATION: Any director may be
removed, with or without cause, by a vote of two-thirds (2/3)
of the total number of votes entitled to be cast by the members
of the Association at the meeting called for that purpose, Any
director may resign by submitting a written notice to the Board
of Directors stating the effective date of his resignation, and
acceptance of the resignation shall not be necessary to make it
effective.
VACANCIES: Any vacancy occurring on the Board of
Directors, whether by removal, resignation, death or otherwise,
shall be filled by majority of the remaining directors, through
less than a quorum of the Board. A director elected to fill a
vacancy of the Board of Directors shall hold office until the
next annual election of directors and until his successor is
duly elected and qualified.
MEETING: There shall be a regular annual meeting of
the Board of Directors Immediately following the annual meeting
of the members of the Association, and the Board may establish
regular meetings to be held at such other places and at such
other times as it may determine from time to time. After the
establishment of a time and place for such regular meeting, no
further notice thereof need be given. Special meetings of the
Board may be called by the President or upon written request
delivered to the Secretary by any two (2) directors.
NOTICES: WAIVER: Five (5) days notice of
special meetings shall be given to each director by the
secretary-treasurer. Such notice may be given orally, in
person, or in writing served on or mailed or telegraphed to
each director. Written saiver of notice signed by, or
attendance at a meeting of the Board of Directors by a director
shall constitute a waiver of notice of such meeting, except
where attendance is for the expressed purposed of objecting to
the failure to receive such notice or to defects in said
notice.
QUORUM: VOTE REQUIRED: ADJOURNMENT: At
any meeting of the Board of Directors a majority of the
qualified directors shall constitute a quorum. If a quorum is
present, the action of the majority of the directors present
and voting shall be the act of the Board of Directors. If a
quorum is not present, the majority of directors present may
adjourn the meeting from time to time without further notice
other than announcement at the meeting.
ACTION OF DIRECTORS WITHOUT A MEETING: Any action
required to be taken or any other action which may be taken at
a meeting of the Board of Directors may be taken without a
meeting if a consent in writing setting forth the action so
taken shall be signed by all the directors entitled to vote in
respect to the subject matter thereof.
GENERAL: The officers of the Association shall be a
President, one or more Vice Presidents, and a
Secretary-Treasurer, all of who shall be elected by the Board
of Directors to serve at the pleasure of the Board.
PRESIDENT: The President shall be the principal
executive officer of the Association and, subject to the
control of the Board of Directors, shall direct, supervise,
coordinate and have the general control over the affairs of the
Association and shall have the powers generally attributable to
the chief executive officer of an Association. The President
shall be a director and shall preside at all meetings of the
members of the Association.
VICE PRESIDENT: A Vice President shall act in place
of the President in case of his death, absence, inability or
failure to act and shall perform such other duties and have
such authority as from time to time delegated to him by the
Board of Directors or by the President. The Vice President
shall be a director; however, if the Board of Directors shall
elect more than one Vice President only one so elected need be
a director.
SECRETARY-TREASURER: The Secretary-Treasurer shall be
the custodian of the records and the seal of the Association
and shall affix the seal to all documents requiring the same
and shall see that all notices are duly given in accordance
with the provisions of these By-Laws as required by law, and
that the books, reports, and other documents and records of the
Association are properly kept and filed. The
Secretary-Treasurer shall have charge and custody of, and be
responsible for all sorts of securities of the Association. He
shall deposit all such funds in the name of and to the credit
of the Association in such banks and depositories as shall be
designated by the Board of Directors. He shall keep books of
account and records of his transactions and of the financial
condition of the Association and shall submit such reports
thereof as the Board of Directors may from time to time
require, and, in general, shall perform all of the duties
incident to the office of Secretary-Treasurer and such other
duties as may from time to time be assigned to him by the Board
of Directors or the President. The Board may appoint one or
more assistant secretary-treasurers who may act in the place of
the Secretary-Treasurer in case of his death, absence,
inability or failure to act.
COMPENSATION: Officers, agents and employees shall
receive such reasonable compensation for their services as may
be authorized by the Board of Directors. Appointment of any
officer, agent or employee shall not in and of itself create
contractual rights of compensation for services performed by
such officer, agent or employee.
DELEGATING OF POWERS: In case of absence of any
officer of the Association or for any other reason that may
seem sufficient to the Board of Directors, the Board may
delegate his duties and powers for the time being to any other
officer or any director.
ARTICLE IV
Membership Certificates, Voting Power, and
Determination of Property Rights and Interest
MEMBERSHIP CERTIFICATES: Each member shall be
entitled to receive a certificate of membership, which
certificate shall state the number of votes he is entitled to
cast as a member of the Association.
MEMBERSHIP:
Qualifications. Each owner of a tract and each
condominium project, as described in the Declaration of
Covenants, Conditions and Restrictions of Pine Lakes Ranch,
recorded in the office of the Recorder of Valley County, Idaho,
as Instrument No. 83372, by virtue of being such an
owner and for so long as he is such an owner, shall be deemed a
member of the Association.
Transfer of Membership. The Association membership of
each owner (including Grantor) shall be appurtenant to said
tract or condominium project, and then only to the transferee
of title to said tract or condominium project. Any attempt to
make a prohibited transfer shall be void. Any transfer of title
to said tract or condominium project shall operate
automatically to transfer said membership to the new owner
thereof.
VOTING:
Members shall be owners and shall be entitled to one vote
for each tract owned. The owner of each tract may by notice to
the Association, designate a person (who need not be an owner)
to exercise the vote for such tract. Said designation shall be
revocable at any time by notice to the Association by the
owner. Such powers of designation and revocation may be
exercised by the guardian of an owner’s estate, by his
executor or administrator where the latter’s interest in
said property is subject to administration in his estate.
Joint Owner Disputes. The vote for each such tract
shall, if at all, be cast as a unit, and fractional votes shall
not be allowed. In the event that joint owners are unable to
agree among themselves as to how their vote or votes shall be
cast, they shall
lose their right to vote on the matter in question. If any
owner casts a vote representing a certain tract, it will
thereafter be conclusively presumed for all purposes that he or
they were acting with the authority and consent of all other
owners of the same tract.
Cumulative Voting. In any election of the members of
the Board, every owner entitled to vote at such an election
shall have the right to cumulate his votes and give one
candidate, or divide among any number of the candidates, a
number of votes equal to the number of votes to which that
owner is entitled in voting upon other matters multiplied by
the number of directors to be elected. The candidates receiving
the highest number of votes, up to the number of the Board
members to be elected, shall be deemed elected.
Transfer or Voting Right. The right to vote may not
be severed or separated from the ownership of the tract to
which it is appurtenant, except that any owner may give a
revocable proxy, or may assign his right to vote to a lessee or
beneficiary of the tract for the term of the lease or Deed of
Trust, and any sale, transfer or conveyance of such tract to a
new owner or owners shall operate automatically to transfer the
appurtenant vote to the new owner, subject to any assignment of
the right to vote to a lessee or beneficiary as provided
herein.
Meeting of Owners. There shall be a meeting of the
Owners on the 30th day of January of each year at
Cascade, Idaho, or at such other reasonable place or time (not
more than thirty (30) days before or after such date) as may be
designated by notice of the Board given to the Owners not less
than ten (10) nor more than sixty (60) days prior to the date
fixed for said meeting. A special meeting of the owners may be
called at any reasonable time and place by notice of the Board
or by the owners having one-fifth (1/5) of the total votes and
delivered to all other owners not less than ten (10) nor more
than thirty-five (35) days prior to the date fixed for said
meeting. The presence at any meeting in person or
by proxy, of the owners entitled to vote at least a majority
of the total votes shall constitute a quorum. If any meeting
cannot be held because a quorum is not present, the owners
present, either in person or by proxy, may, as otherwise
provided by law, adjourn the meeting to a time not less than
forty-eight (48) hours nor more than thirty (30) days from the
time the original meeting was called, at which meeting the
quorum requirement shall be the owners entitled to vote at
least twenty-five percent (25%) of the total votes. The
president of the Association (or the vice-president in his
absence) shall act as chairman of all meetings of the owners
and the secretary of the Association (or an assistant secretary
thereof in his absence) shall act as secretary of all such
meetings. Except as otherwise provided herein, any action may
be taken at any meeting of the owners upon the affirmative vote
of the owners having a majority of the total votes present at
such meeting in person or by proxy; provided, however, that the
members of the Board may be elected by cumulative voting as
provided in Section 6.03 D. of said Declaration above
described. At each annual meeting the Board shall present a
written statement of the Fund established by such Declaration,
itemizing receipts and disbursements for the preceding calendar
year and the allocation thereof to each owner. Within ten (10)
days after the date set for each annual meeting, the assessment
statement shall be delivered to the owners not present at said
meeting.
NOTICE: WAIVER: Notice of annual and special
meetings of the members must be given in writing and must state
the date, hour, place of the meeting, and generally describe
the nature of the business to be transacted. Such notice shall
be delivered personally to, or deposited in the mail, postage
prepaid, addressed at the last known address as shown on the
books of the Association, to the owners or any one of the
co-owners of each membership as shown on the books of the
Association and shall be delivered or deposited
in the mail at least ten (10) days prior to the dated of the
meeting.
In the event that a special meeting is called by the members
as aforesaid, they shall notify the Secretary-Treasurer in
writing of the time, place, and purpose of the meeting in
sufficient time to permit the Secretary-Treasurer to give
notice to all members in accordance with these By-Laws.
Written waiver of notice signed by or attendance at a
meeting by the owners or any one of the co-owners of a
membership shall constitute a waiver of notice of such meeting,
except to the failure to receive such notice or to defects in
the notice.
CERTIFICATES HELD: Membership certificates held in
estates or trust may be voted by the administrator, executor,
guardian, trustee, conservator or receiver thereof without such
membership or title to the tract being transferred to said
person.
CONDUCT OF THE MEETING: The meeting will be conducted
by the officers in order of their priority. The order of
business shall be a call of the roll, a reading of the notice,
and proof of the call, report of officers, report of
committees, unfinished business, new business, election of
directors and miscellaneous business.
ARTICLE V
Incorporation by Reference to Declaration of
Covenants, Conditions and Restrictions
Declaration of Covenants, Conditions and Restrictions
Incorporated: Pursuant to Article X of the Articles of
Incorporation of this Association, the Declaration of
Covenants, Conditions, and Restrictions of Pine Lakes Ranch on
file and of record in the office of the Recorder of Valley
County, Idaho, as Instrument No. 83372, is hereby
incorporated by reference and made a part of these By-Laws as
if set out in full herein.
ARTICLE VI
Contracts, Conveyances, Checks and
Miscellaneous
CONTRACTS: The Board of Directors may authorize any
office
of the Association to enter into any contract or execute any
instrument in the name of the Association except as otherwise
specifically required by the Articles of Incorporation, or by
Declaration of Covenants, Conditions and Restrictions above
referred to.
CONVEYANCES AND ENCUMBRANCES: Association property
may be conveyed or encumbered by authority of the Board of
Directors by resolution of the Board of Directors. Conveyances
or encumbrances shall be executed by instrument by the
President or a Vice President and by the Secretary-Treasurer of
the Association.
CHECKS: All checks, drafts, notes and orders for the
payment of money shall be signed by such persons as the Board
of Directors may authorize.
FISCAL YEAR: The fiscal year or business year of the
Association shall begin on the first day of January and end on
the last day of December following.
RECORDS: The Association shall maintain accurate and
correct records, books and accounts of its business and
properties, and they shall be kept at such places as is from
time to time fixed and designated by the Board of Directors.
SEAL: The Board of Directors may adopt an Association
seal of such design as may be appropriate.
BY-LAWS These By-Laws may be amended, altered or
repealed from time to time by a two-thirds (2/3) vote of the
membership of the Association which also holds two-thirds (2/3)
of the voting power of the Association in accordance with the
provisions of Article VII of the Articles of Incorporation at
any annual or special meeting, provided that the notice of such
meeting states that such amendment, alterations, or repeal is
to be considered.
APPROVED AND ADOPTED this 16th day
of October, 1974, by the undersigned, they being the
incorporators of Pine Lakes Ranch
Home Owners Association, Inc. and as members of the Board of
Directors.
Robert J. Duncan (Signature)
Fred K. O’Brien (Signature)
Jess C. Groves (Signature)
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