RESTATED
BYLAWS
FISHHAWK
LAKE RECREATION CLUB, INC. HOMEOWNERS' ASSOCIATION
These Bylaws, adopted this 10th day of May, 2003 restate
and supercede in their entirety those Bylaws adopted May 5, 1967 and restated
September 21, 1971, and amended September 16, 1980 and May 21, 1994.
This Corporation is formed to maintain areas used in
common and provided for the benefit of owners of Lots within the plats of
ARTICLE
1
PLANNED
COMMUNITY PLAN OF
LOT
OWNERSHIP; DEFINITIONS
1.1 Lot Ownership. Lots in Divisions 1, 2, and 2A Plats of
1.2 Bylaws Applicability. The provisions of these Bylaws are
applicable to the Property, the
1.3 Personal Application. All present or future Owners,
tenants, occupants, future tenants or their employees, or any other person that
might use the facilities of the Project in any manner, are subject to the
regulations set forth in these Bylaws.
1.4 Definitions.
1.4.1 “Association” shall mean and refer to
1.4.2 "Common Property" shall mean and
refer to that area of land shown on the recorded plat of the Property,
including any improvements thereon, which are intended to be devoted to the
common use and enjoyment of the members and which land has been conveyed to the
Association, together with property held for re-sale by
1.4.3 "Declaration" shall mean the
covenants, and restrictions, and all other provisions set forth in this
Declaration for
1.4.4 "
1.4.5
"Member"
shall be an Owner of one or more Lots with each
Member
entitled to one vote. If any
1.4.6 “Member in Good Standing” shall be an Owner who is
current in the payment of assessments and owes no fines.
1.4.7 "Owner" shall mean and refer to
the owner of record, whether one or more persons or entities, of the fee simple
title to any
1.4.8 "Property" shall mean and refer
to all real property included in Divisions 1, 2, and 2A plats of
1.4.9 "Rules and Regulations" shall
mean and refer to the documents containing rules and regulations and policies
adopted by the Board of Trustees of the association or the Architectural Review
Board as may be from time to time amended.
1.4.10“Capital
Improvement” shall mean any new addition, major upgrade
to, or
replacement of Common Property.
1.4.11 “Special
Maintenance” shall mean any deferred maintenance required to bring existing
Common Property up to a standard or desired condition.
ARTICLE
2
ASSOCIATION
MEMBERSHIP, VOTING,
MAJORITY
OF OWNERS, QUORUM, PROXIES
2.1 Membership in the Association. Upon recordation of a
conveyance or contract to convey a
2.2 Voting Rights. Each
Member shall be entitled to one (l) vote with respect to all matters upon which
Members are entitled to vote. The Board
of Trustees may not vote for Lots owned by the Association.
2.3 Majority of Members.
As used in these Bylaws, the term "Majority" shall mean those
Members holding over fifty percent (50%) of the voting rights allocated to the
Members in accordance with the Declaration and Section 2.2 above.
"Majority of Members present" shall mean Members
holding over fifty percent (50%) of the votes present at any legal meeting.
2.4 Quorum. Except as otherwise provided in these Bylaws, the
presence in person or by proxy of Members holding twenty percent (20%) or more
of the outstanding votes in the Association, shall constitute a quorum. A legal
meeting is one duly called pursuant to these Bylaws where a quorum is present
in person or by proxy at a formal gathering, or if a vote is taken by written
ballots, when ballots are returned representing more than twenty percent (20%)
of the outstanding vote.
2.5 Place of Meetings. Formal meetings of the Association
shall be held at the Club House or such other suitable place convenient to the
Owners as may be designated by the Board of Trustees. Any vote taken by written
ballot shall be determined by the Board of Trustees within forty-eight (48)
hours of the deadline for return of ballots. Each Owner shall be notified by
mail or other delivery of written notice of the results of the ballot meeting
or that a quorum of ballots was not returned, within ten (10) days after the
ballots have been counted.
2.6 Annual Meetings. The annual meeting of the Association
shall be held any Saturday of August each year.
If no date is set by the Board of Trustees, then on
the last Saturday of August. The
date for the annual meeting, at the discretion of the Board of Trustees, may be
changed from time to time, but must be held annually under the rules and
regulations as set out in the Bylaws. At such meetings, new members of the
Board of Trustees shall be elected by the Owners in accordance with the
requirements of these Bylaws, to replace those trustees whose terms have
expired. The Owners may also transact such other business of the Association as
may properly come before them. The
President shall have authority to exclude any Member who disrupts the
proceedings at an annual meeting.
2.7 Special Meetings. It shall be the duty of the President
to call a special meeting of the Owners as directed by resolution of the Board
of Trustees or upon a petition signed by twenty-five percent (25%) or more of the
Owners having been presented to the Secretary. All meetings called because of
petition of Owners shall be held at a formal gathering and not by ballot, and
shall be held within sixty (60) days after receipt of the petition. The notice
of any special meeting shall state the time and place of such meeting and the
purpose thereof. No business shall be transacted at a special meeting except as
stated in the notice unless by consent of all the Members who are present or as
otherwise set out in these Bylaws. The
President shall have authority to exclude any Member who disrupts the
proceedings at a special meeting.
2.8 Notice of Meetings. It shall be the duty of the Secretary
to mail a notice of each annual, special, or meeting by ballot, stating the
purpose thereof and the time and place where it is to be held, to each Owner of
record at least seven (7) but not more than fifty (50) days prior to such
meeting or the date when ballots for a ballot meeting are required to be
returned. The mailing shall be to the Owner's address last given the Secretary
in writing by the Owner or his or her vendee. If
2.9 Adjourned Meetings. If any gathering of Members is not a legal
meeting because a quorum has not attended, the Members who are present, either
in person or by proxy, may adjourn the meeting to a time not less than
forty-eight (48) hours or more than ten (10) days from the time the original
meeting was called. The adjournment provisions of this Section do not apply to
meetings by ballot.
ARTICLE
3
BOARD
OF TRUSTEES
3.1 Number and Qualification. The affairs of the Association
shall be governed by a Board of Trustees composed of at least three (3) but not
more than ten (10) persons, all of whom must be a Member in Good Standing. An officer or employee of a corporation, or
the trustee of a trust, or personal representative of an estate, or an employee
of the trust or estate may serve on the Board of Trustees, if the corporation,
trust or estate owns a
3.2 Powers and Duties. The Board of Trustees shall have the
powers and duties necessary for the administration of the affairs of the
Association and may do all such acts and things as are not by law or by these
Bylaws directed to be exercised and done by the Owners.
3.3 Other Duties. In addition to duties imposed by these
Bylaws or by resolutions of the Association, the Board of Trustees shall have
authority to carry out and be responsible for the following matters:
3.3.1 Care, upkeep and oversight of the Common
Property.
3.3.2 Establishment and maintenance of
Capital Improvement and Special Maintenance reserve accounts and other reserves
which are required to be maintained by the Oregon Planned Community Act, the
Declaration or these Bylaws and such other reserve accounts as are permitted by
these Bylaws.
3.3.3 Designation and collection of annual
assessments from the Owners, in accordance with these Bylaws, the Declaration
and the Oregon Planned Community Act.
3.3.4 Establishment of a proposed budget and
payment of all common expenses of the Association and institution and
maintenance of a voucher system for such payment, which shall require a
sufficient number of signatories thereon as may be reasonably necessary to
prevent any misuse of Association funds.
3.3.5 Obtaining and maintaining insurance
policies and payment of premiums therefore out of the common expense funds in
respect to the Common Property and as more specifically provided in Article 7
of these Bylaws.
3.3.6 Designation and dismissal of the personnel
necessary for the maintenance and operation of the Association.
3.3.7 Causing the preparation and distribution of
annual financial statements of the Association to each of the Owners.
3.3.8 Adoption and amendment of administrative
rules and regulations governing the details of operation and use of the Common
Property. Any such Rules and Regulations
shall always be subject to rescission or amendment by the Association upon
majority vote of Members present at any properly called meeting.
3.3.9 Causing the Association to comply with the
Oregon Planned Community Act relating to maintenance of documents delivered to the
Association by the Declarant and maintenance and
distribution of financial statements. Also to maintain copies suitable for
duplication of the following: Declaration, Bylaws, Association rules and
regulations and any amendments thereto, the most recent annual financial
statement and the current operating budget of the Association.
3.4 Limited Authority. The Board of Trustees shall be
prohibited from taking any of the following actions, except with the vote of
approval of a majority of the Members present at an annual or special meeting.
3.4.1 Incurring aggregate expenditures for
capital improvements to the common area of any fiscal year in excess of five
percent (5%) of the budgeted gross expenses of the Association for that fiscal
year.
3.4.2 Selling during any fiscal year property of
the Association having an aggregate fair market value greater than five percent
(5%) of the budgeted gross expenses of the Association for that fiscal year,
other than the sale of platted lots held by the Association for sale.
3.4.3 Paying compensation to members of the Board
of Trustees or to officers of the Association for services performed in the
conduct of the Association's business provided, however, that the Board of
Trustees may cause a Member or officer to be reimbursed for expenses incurred
in carrying on the business of the Association.
3.5 Income Tax Returns; Determination of Fiscal Year.
3.5.1 The fiscal year of the Association shall be
October 1 through September 30.
3.5.2 The Board of Trustees, in its sole
discretion, shall determine the manner in which all necessary income tax
returns are filed and of selecting any and all persons to prepare such tax
returns.
3.6 Budgets and Financial Statements.
3.6.1 The following financial and related
information shall be regularly prepared and distributed by the Board of
Trustees to all Members of the Association:
(a) A pro forma operating budget for the
immediately ensuing fiscal year consisting of at least the following
information shall be distributed not less than 45 days and not more than 60
days prior to the beginning of the fiscal year.
(1) Estimated
revenue and expense including general operating, Capital Improvement, and
Special Maintenance items on a cash basis.
(2) The amount of the total cash reserves of
the Association currently available for Capital Improvement and Special
Maintenance items and for contingencies.
(3) An
estimate of the current replacement costs of, and the estimated remaining life
of, and the methods of funding used to defray the future repair, replacement or
additions to, those major components of the common areas and facilities which
the Association is obligated to maintain.
(4) A
general statement setting forth the procedures used by the governing body in
the calculation and establishment of reserves to defray the costs of repair,
replacement or additions to major components of the common areas and facilities
for which the Association is responsible.
(b) A
report consisting of the following shall be distributed within 60 days after
the close of the fiscal year.
(1) A balance sheet as of the end of the
fiscal year.
(2) An operating (income) statement for the
fiscal year.
(3) A
statement of changes in financial position for the fiscal year.
3.6.2 If the report referred to above is not
prepared by an independent accountant, it shall be accompanied by the
certificate of an authorized officer of the Association that the statement was
prepared from the books and records of the Association without independent
audit or review.
3.6.3 The Board of Trustees shall do the
following not less frequently than quarterly:
(a) Cause
a current reconciliation of the Association's operating accounts versus bank
records to be made and review the same.
(b) Cause
a current reconciliation of the Association's reserve accounts versus bank
records, if any, to be made and review the same.
(c) Review
the current year's actual reserve revenues and expenses compared to the current
year's budget.
(d) Review
the most current account statements prepared by the financial institution where
the Association has its operating and reserve accounts.
(e) Review
an income and expense statement for the Association's operating and reserve
accounts.
(f) The
failure of the Board of Trustees to timely prepare and/or to present a budget
to the Owners shall not be cause for any Owner to fail or refuse to pay
assessments. Assessments shall continue, based upon the last adopted or
accepted budget, until a new budget is created and announced. Retroactive
increases and/or special assessments may be made by the Board of Trustees to
make up for any deficiency once a new budget is adopted.
(g) In
the event the Board of Trustees fails to prepare and present a budget for a new
fiscal year, Members holding a majority of the votes of the entire Association,
at any general or specially called meeting, may adopt such a budget, announce
it to the Members and immediately commence assessments based on the newly
adopted budget. Additionally, at any general or specially called meeting,
Members holding a majority of the votes of the entire Association may amend any
budget adopted by the Board of Trustees. Thereafter, assessments to Owners
shall be based on the budget as so amended until a new budget is adopted.
3.7 Manager. The Board of Trustees may employ a manager, to
be compensated in an amount established by the Board, to perform such duties
and services as the Board should authorize.
Provided, no paid employee of the Association, or a member of that
employee’s household, may serve as a Trustee.
3.8 Election and Term of Office. Three Trustees shall be elected at each
annual meeting to serve for three years or until their successors are elected
and qualified. Elected Trustees who are
serving at the time these Restated Bylaws take effect may continue in office
for the terms to which each was elected.
3.9 Vacancies. Vacancies on the Board of Trustees caused by
any reason other than the removal of a Trustee by a vote of the Association shall
be filled for the balance of the term of each directorship by vote of a
majority of the remaining Trustees, even though they may constitute less than a
quorum; and each person so elected shall be a Trustee until a successor is
elected upon expiration of the term for which such person was elected by the
other Trustees to serve.
3.10 Removal of Trustees. At any legal annual or special
meeting, other than a meeting by ballot, any one or more of the Trustees may be
removed with or without cause, by a majority vote of the total voting power of
the Members and a successor may be then and there elected to fill the vacancy
thus created. Provided however, the notice of meeting shall specifically
indicate that the removal of one or more named Trustees is an agenda item for
such meeting: Any Trustee whose removal has been proposed by the Members shall
be given an opportunity to be heard at the meeting. Any Trustee or Trustees who
fail(s) to attend three (3) successive meetings of the Board of Trustees which
have been properly called, or who has failed to attend more than one third
(1/3) of the Board of Trustees meetings during a twelve (12) month period which
have been properly called, may be removed by a majority of the remaining
Trustees.
3.11 Regular
Meetings. Regular meetings of the
Board of Trustees may be held at such time and place as shall be determined,
from time to time, by a majority of the Trustees. Notice of regular meetings of
the Board of Trustees may be called by the President on three (3) days' notice
to each Trustee, given personally or by mail, telephone, fax, or e-mail, which
notice shall state the time, place (as hereinabove provided) and purpose of the
meeting.
3.12 Special Meetings. Special meetings of the Board of Trustees
may be called by the President or Secretary or on the written request of at
least three (3) Trustees. Special meetings of the Board of Trustees may be
called on three (3) days' notice to each Trustee, given personally or by mail,
telephone, fax or e-mail, which notice shall state the time, place (as
hereinabove provided) and purpose of the meeting.
3.13 Waiver of Notice to Trustees. Before, at or after any
meeting of the Board of Trustees, any Trustee may, in writing, waive notice of
such meeting and such waiver shall be deemed equivalent to the giving of such
notice. Attendance by a Trustee at any meeting of the Board shall be a waiver
of notice by him or her of the time and place thereof. If all the Trustees are
present at any meeting of the Board, no notice to Trustees shall be required
and any business may be transacted at such meeting.
3.14 Board of Trustees' Quorum. At all meetings of the Board of
Trustees, a majority of the existing Trustees shall constitute a quorum for the
transaction of business, and the acts of the majority of the Trustees shall be
the acts of the Board of Trustees. If at any meeting of the Board of Trustees
there be less than a quorum present, the majority of those present may adjourn
the meeting. Any such adjourned meeting
may be reconvened on that same day and any business which might have been
transacted at the meeting as originally called may be transacted without
further notice if a quorum is present.
3.15 Board of Trustees Meetings Open to All Association Members.
All meetings of the Board of Trustees shall be open to any and all Members of
the Association. Provided, however, no Association Member shall have a right to
participate in the Board of Trustees meetings unless such Member is also a
member of the Board of Trustees or is recognized to speak by the President. The
President shall have authority to exclude any Member who disrupts the
proceedings at a meeting of the Board of Trustees.
3.16 Notice to Association Members of Board
of Trustees Meetings. For other than emergency meetings, notice of Board of
Trustees meetings shall be posted at a place on the Common Property at least
three (3) days prior to the meeting or notice shall otherwise be provided to
each member of the Association reasonably calculated to inform each member of
such meetings. The posting of such notices shall be at a reasonable location
which has been generally publicized to the Owners.
3.17 Telephonic Meetings. In the event of an emergency,
telephonic meetings may be held by the Board of Trustees. Such telephonic
meetings shall be carried on by means of a "conference call" in which
each Trustee may speak with any of the other Trustees. The Trustees shall keep
telephone numbers on file with the President to be used for telephonic meetings.
No notice to either Trustees or Association members shall be required for a
telephonic meeting of the Board of Trustees to be held for any emergency
action. Provided, however, no such telephonic meeting shall occur unless at
least seventy-five percent (75%) of the Board of Trustees participate in the
same and after an attempt has been made to call each Trustee at the telephone
number maintained on file with the Board of Trustees for such purpose.
ARTICLE
4
OFFICERS
4.1 Designation. The principal officers of the Association shall be a
President, Vice-President, a Secretary and a Treasurer, all of whom shall be
elected by the Trustees, and any such other officers as in their judgment may
be necessary.
4.2 Election of Officers. The officers of the Association may
be elected by the Board of Trustees at the organizational meeting of each new
board or any board meeting thereafter, and shall hold office at the pleasure of
the board.
4.3 Removal of Officers. Upon an affirmative vote of a
majority of the members of the Board of Trustees, any officer may be removed,
either with or without cause, and his or her successor elected at any regular
or special meeting of the Board of Trustees.
4.4 President. The President shall be the chief executive
officer of the Association. The President shall preside at all meetings of the
Association and of the Board of Trustees. The President shall have all of the
general powers and duties which are usually vested in the office of president
of an association, including, but not limited to, the power to appoint
committees from among the Owners from time to time as he or she may in his or
her discretion decide is appropriate to assist in the conduct of the affairs of
the Association.
4.5 Vice-President.
The Vice-President shall perform the duties of the President in his or
her absence.
4.6 Secretary. The Secretary shall keep the minutes of all meetings
of the Board of Trustees and the minutes of all meetings of the Association; he
or she shall have charge of such books and papers as the Board of Trustees may
direct; and he or she shall, in general, perform all the duties incident of the
office of Secretary.
4.7 Treasurer. The Treasurer shall have responsibility for
Association funds and securities not otherwise held by the manager, and shall
be responsible for keeping full and accurate accounts of all receipts and
disbursements in books belonging to the Association. He or she shall be
responsible for the deposit of all monies and other valuable effects in the
name, and to the credit, of the Association in such depositories as may from
time to time be designated by the Board of Trustees.
4.8 Trustees as Officers. Any Trustee may be an officer of
the Association.
ARTICLE
5
OBLIGATIONS
OF THE OWNERS
5.1 Assessments. All Owners are obligated to pay assessments imposed
by the Association to meet all the Association's general common and special
expenses as more particularly set forth in the Declaration. Assessments shall
be payable on an annual basis. All
general and special assessments shall be allocated equally among the Lots.
5.2 Investment of Reserve Account Funds. Any reserve account established by the Board
of Trustees shall be kept in an account with a safe and responsible depositary,
shall be accounted for separately and Assessments paid into the reserve
accounts are the property of the Association and are not refundable to sellers
of Lots. Provided, however, nothing herein shall prevent sellers of Lots from
treating their outstanding allocable share of reserve accounts as a separate or
reimbursable item in a sales agreement. No Owner shall have any individual
rights in any of these reserves, although it is understood that the value of
their respective Lots may increase in proportion to each
5.3 Assessments. The Board of Trustees, upon vote of approval
of a vote of a majority of the Members present at an annual or special meeting
shall have the power to levy assessments against an Owner or Owners in the
following manner for the following purposes:
5.3.1 To pay the pro rata share of the operating
budget.
5.3.2 To collect amounts due to the Association
from an Owner for breach of the Owner's obligations under the Declaration,
these Bylaws, or the Association's Rules and Regulations.
5.3.3 To make repairs or renovations to the
common area or those portions of the buildings for which the Association has
maintenance responsibility if sufficient funds are not available from the
operating budget or replacement reserve accounts.
5.3.4 To make capital acquisitions or
improvements, provided, such acquisitions or improvements shall require
approval of at least sixty-six percent (66%) of the Members present instead of
a majority.
5.4 Default. Failure by an Owner to pay any assessment of the
Association shall be a default by such Owner of his or her obligations pursuant
to these Bylaws and the Oregon Planned Community Act. In addition to the
interest, which may be charged on delinquent assessments, the Board of
Trustees, at its option, may impose a late charge penalty in respect to any
assessment not paid within ten (10) days from the due date. Such penalty may
not exceed the sum of ten percent (10%) of the assessment. The Association
shall be entitled to a lien, which may be enforced upon compliance with the
provisions of the Oregon Planned Community Act. In any foreclosure suit by the
Association with respect to such lien, the Association shall be entitled to
collect reasonable rent from the defaulting Owner for the use of his or her
5.5 Right of Entry; Encroachments; Easements for Maintenance.
5.5.1 In case of an emergency originating in or threatening
his or her Lot, an Owner shall grant the right of entry to the manager or to
any other person authorized by the Board of Trustees or the Association,
whether the Owner is present at the time or not.
5.5.2 An easement is reserved to the Association
in and through any
ARTICLE
6
USE
AND OCCUPANCY RESTRICTIONS; RULES OF CONDUCT
Failure by an Owner (his family,
invitees or lessees) to comply with the rules of conduct and restrictions set
forth in the Declaration, these Bylaws or others promulgated by the Board of
Trustees shall be cause for which the Board of Trustees may deny or restrict
such Owner's right to use any common facility with respect to which such Owner
otherwise had a right of use. In addition to the restrictions and rules of
conduct set forth in the Declaration, the following shall apply:
6.1 Use of the Common Property. No Owner shall place or cause
to be placed on any portion of the Common Property any trash, structure,
equipment, improvement, furniture, package or object of any kind except as
approved by the Association’s Rules and Regulations. Such areas shall be used
for no purpose other than what is normal.
6.2 Domestic Animals. No poultry, fowl, livestock, horses or
other farm animals shall be kept on any
6.3 Nuisances. No nuisances will be allowed upon the
Property, nor any use or practice that is the source of annoyance to residents
or which interferes with the peaceful possession and proper use of the Property
by its residents. Residents shall exercise extreme care about creating
disturbances, making noises or using musical instruments radios, televisions
and amplifiers that may disturb other residents. All parts of the Association
will be kept in a clean and sanitary condition, and no rubbish, refuses or
garbage allowed to accumulate, nor any fire hazard
allowed to exist. All such garbage and trash shall be placed inside disposal
containers. No Owner will permit any use of his or her
6.4 Improper, Offensive or Unlawful Use. No improper,
offensive or unlawful use will be made of the Property nor
any part of it; all valid laws, zoning ordinances and regulations of
governmental bodies having jurisdiction will be observed. The responsibility of
meeting the requirements of governmental bodies for maintenance, modification
or repair of the Property will be carried out and paid for in the same manner
as the responsibility for the maintenance and repair of the Property concerned.
6.5 Trash Collection and Storage. No trash or unsightly
material shall be dumped or stored upon any
6.6 Vehicle Restrictions. Vehicular traffic on the parking
areas and driveways on Property shall be limited to ten (10) miles per hour as
a safety precaution. This speed limit shall apply to bicycles, motor scooters,
motorcycles, automobiles and trucks. No vehicles in disrepair or similar
objects may be parked or kept outdoors on any
6.7 Use of Recreation and Common Facilities. All recreational
areas and other Common Property are provided for the use of the Owners and
their guests. Rules and Regulations may be adopted by the Board of Trustees,
setting out the hours the various facilities will be available for use and the
conditions attendant thereto. Compliance with such rules as determined by the
Board of Trustees is essential to the harmonious operation of the facilities.
6.8 Additional Rules. Rules and Regulations concerning other
use of the Property may be made and amended from time to time by the Board of
Trustees. Any Rule or Regulation or
amendment adopted by the board of Trustees must be ratified by the membership
at the annual or a special meeting of the membership. If any Rule or Regulation or amendment fails
to be ratified by the Majority of Members Present, it shall be deemed
immediately repealed. Copies of such
rules and regulations will be furnished to all Owners and residents of the
Association, upon request.
ARTICLE
7
INSURANCE
The Board of Trustees shall obtain
and maintain at all times insurance of the type and kind and in the amounts
hereinafter provided, and including insurance for such other risks of a similar
or dissimilar nature as are or shall hereafter customarily be covered with
respect to other planned communities similar in construction, design and which
insurance shall be governed by the provisions in this numbered section.
7.1 Types of Insurance Policies. For the benefit of the
Association and the owners, the Board of Trustees shall obtain and maintain at
all times, and shall pay for out of the common expense funds, the following
insurance to the extent available at reasonable cost:
7.1.1 A policy or policies of property insurance
including, but not limited to, fire, extended coverage, vandalism and malicious
mischief, for the full insurable replacement value, if available, of all common
property, and such other fire and casualty insurance as the Board of Trustees
shall determine.
7.1.2 A policy or policies insuring the
Association, its Board of Trustees, officers,
employees, and volunteers engaged in Association sanctioned endeavors against
all claims, suits, actions, and proceedings brought against the foregoing
insured Limits of liability under such insurance shall be not less than
$1,000,000 per occurrence for bodily injuries and property damage liability.
Such limit and coverage shall be reviewed at least annually by the Board of
Trustees which may increase the limit of and/or coverage, in its discretion.
Said policy or policies shall be issued on a comprehensive liability basis and
shall provide cross liability endorsements wherein the rights of the named
insured under the policy or policies shall not be prejudiced as respects his,
her or their action against another named insured.
7.1.3 Workers' compensation insurance to the
extent necessary to comply with any applicable laws.
7.1.4 The Board of Trustees and the Association
shall purchase an adequate fidelity bond at the Association’s expense, covering
all persons handling or responsible for Association funds.
The Association shall not be
responsible for any loss or damage to personal property of any Owner, whether
stored on the common property or in the Owner's Living Unit, nor shall the
Association maintain any insurance coverage for such loss.
7.2 Provisions in Insurance Policies. The Board of Trustees
shall make every effort to secure insurance policies that will provide for the following:
7.2.1 A waiver of subrogation by the insurer as
to any claims against the Board of Trustees, the manager, the Owners and their
respective servants, agents and guests.
7.2.2 A provision that the master policy on the
Property cannot be cancelled invalidated or suspended on account of the conduct
of any one or more individual owners.
7.2.3 A provision that the master policy on the
Property cannot be canceled, invalidated or suspended on account of the conduct
of any officer or employee of the Board of Trustees or the manager without
prior demand in writing that the Board of Trustees or manager cure the defect.
7.3 Review of Insurance Policies. At least annually, the
Board of Trustees shall review all insurance carried by the Association, which
review shall include a consultation with a representative of the insurance
carrier writing the master policy.
ARTICLE
8
AMENDMENT
Except as otherwise provided in this
Article, and the restrictions set forth elsewhere herein, these Bylaws may be
amended at any time by an instrument approved by at least sixty-six percent
(66%) of the total votes of Members present that are eligible to vote. Any
amendment must be executed, recorded and certified as provided by law.
Provided, however, no amendment of the Bylaws may effect an amendment of the
Declaration or the Articles of Incorporation without compliance with the
provisions of such documents and the
ARTICLE
9
RECORDS
AND AUDITS
9.1 General Records. The Board of Trustees and the manager or
executive secretary if any, shall preserve and maintain minutes of the meetings
of the Association, the Board and any committees. The Board of Trustees shall
maintain a list of Owners entitled to vote at meetings of the Association and a
list of all mortgagees of Lots. The minutes of the Association, the Board and
committees, and the Association's financial records shall be reasonably
available for review and copying by the Owners. A reasonable charge may be
imposed by the Association for providing copies.
9.2 Records of Receipts and Expenditures. The Board of
Trustees or its designee shall keep detailed, accurate records in chronological
order of the receipts and expenditures affecting the Common Property, itemizing
the maintenance and repair expenses of the Common Property and any other
expenses incurred. Such records and the vouchers authorizing the payments shall
be available for examination by the Owners and mortgagees at convenient hours
of weekdays.
9.3 Assessment Roll. The assessment roll shall be maintained
in a set of accounting books in which there shall be an account for each
9.4 Payment of Vouchers. The Treasurer shall pay all vouchers
up to $5,000, signed by the President, manager, trustees or other person
authorized by the Board of Trustees. Any voucher in excess of $5,000 shall
require the signature of the President.
9.5 Reports and Audits. The Board of Trustees shall prepare or
cause to be prepared an annual report of the receipts and expenditures of the
Association and a balance sheet and income and expense statement setting forth
the financial condition of the Association as of the end of each year. The
report shall be prepared according to generally accepted accounting procedures
and shall be distributed to all Owners of Lots within ninety (90) days after
the end of each fiscal year. At any time any Owner may, at his or her own
expense, cause an audit or inspection to be made of the books and records of
the Association.
9.6 Notice of
ARTICLE
10
COMPLIANCE
These Bylaws are intended to comply
with the provisions of the Oregon Planned Community Act, which are incorporated
herein and to supplement the provision in the Declaration. In case any of the
provisions hereof conflict with the provisions of said statutes, the statutory
provisions shall apply. In case of any conflict between the provisions hereof
and the Declaration, the provisions in the Declaration shall apply.
ARTICLE
11
INDEMNIFICATION
OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS
To the fullest extent allowed under
Oregon law, the Association shall provide indemnification of any and all
current or former officers, member of the Board of Trustees, and employees for
any expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they are or any of them are
made parties, or a party, together with any liability for any monetary damages
arising there from, which may be brought against said individuals by reason of
having been officers, Trustees, or employees of the Association. Provided, indemnification
shall not exceed the limits of the Association’s Board of Trustees and officers
liability insurance. In addition,
and to fullest extent allowed under
ARTICLE
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ASSESSMENT
COLLECTION COSTS; SUITS AND ACTIONS
Owners shall be obliged to pay
reasonable fees and costs including, but not limited to, attorney fees incurred
in connection with efforts to collect any delinquent unpaid assessments. In
addition to the annual assessment for operating expenses and the funding of
reserves, such assessments may include fees, late charges, fines and interest
imposed pursuant to ORS 94.630(4)(j)-(L). In the event suit or action is
commenced by the Trustees for the collection of any amounts due pursuant to
these Bylaws or for the enforcement of any provisions of the Declaration,
Bylaws or of the Oregon Planned Community Act, the delinquent Owner or Owners,
jointly and severally, will in addition to all other obligations, pay the costs
of such suit or action, including reasonable attorney fees to be fixed by the
trial court and, in the event of an appeal, the cost of the appeal, together
with reasonable attorney fees in the appellate court to be fixed by such court.
ARTICLE
13
MISCELLANEOUS
13.1 Notices. All notices to the Association or to the Board of
Trustees shall be sent care of the manager, or if there is no manager, to the
principal office of the Association or to such other address as the Board of
Trustees may hereafter designate from time to time. All notices to any Owner
shall be sent to such address as may have been designated by him or her from
time to time, in writing, to the Board of Trustees, or if no address has been
designated, then to the Owner's
13.2 Waiver. No restriction, condition, obligation or provision
contained in these Bylaws shall be deemed to have been abrogated or waived by
reason of any failure to enforce the same, irrespective of the number of
violations or breaches thereof which may occur.
13.3 Invalidity; Number; Captions. The invalidity of any part of
these Bylaws shall not impair or affect in any manner the validity,
enforceability or effect of the balance of these Bylaws. Provided, however, that
if any of the provisions of these Bylaws would violate the rule against
perpetuities or any other limitation on the duration of the provisions herein
contained imposed by law, then such provision shall be deemed to remain in
effect only for the maximum period permitted by law, or in the event the rule
against perpetuities applies, until twenty-one (21) years after the death of
the last survivor of the now living descendants of President George W. Bush. As
used herein, the singular shall include the plural, and the plural the
singular. The masculine and neuter shall each include the masculine, feminine
and neuter, as the context requires. All captions used herein are intended
solely for convenience of reference and shall in no way limit any of the provisions
of these Bylaws.
It is hereby certified that these
Restated Bylaws have been adopted by
DATED this ____ day of
_______________, 2003
FISHHAWK
LAKE RECREATION CLUB, INC.
_____________________________________
By: