Bylaws of Cascade River Community Club
As amended at Annual Membership Meetings held: June 1978, June 1986, June 2000, June 2018
Section 1. This corporation shall be conducted as a non-profit maintenance corporation for the purposes set forth in the Articles of Incorporation for the area situated in Skagit County, Washington.
Section 2. The corporation shall have the power to levy and collect assessments against its members and against the tracts owned or purchased by them for the purposes in its Articles of Incorporation, and BYLAWS set forth, and to sell or forfeit their interest in the corporation for default with respect to any lawful provisions of said Articles of Incorporation and BYLAWS and upon forfeiture of such property as by law and in the BYLAWS provided, may transfer the membership of such defaulting member.
Section 3. The purposes for which this corporation was created may be altered, modified, enlarged or diminished by the vote of two-thirds of the members at a meeting duly called for such purpose, note of which meeting shall be given in the manner provided by the BYLAWS of giving of notice for the election of directors.
Section 1. The membership of the corporation shall consist of and be limited to the incorporators and the owners or purchasers of tracts in the area described in Article II of the Articles of Incorporation, who shall have one membership regardless of the number
of tracts so owned or purchased, and the interest of each member shall be equal to that of any other member, and no member can acquire any interest which shall entitle him to any greater voice, vote or authority in the corporation than any other member. A purchaser under a contract of purchase shall be deemed to be an owner for membership purposes. If any tract or tracts are held by two or more persons, the several owners of such interest shall be entitled collectively to cast one vote.
Section 2. Except as hereinbefore otherwise provided and as declaratory of the foregoing, no membership shall be voted unless represented by the owner or purchaser as aforedescribed of an individual tract or tracts to which it is and shall be inseparably appurtenant: The intent being that only persons with a right to possession of one or more tracts shall be entitled to membership.
Section 3. Membership and certificates of membership evidencing the same shall be inseparable appurtenant to tracts owned by the members, and upon transfer of ownership or contract of sale of any such tracts, membership or certificates of membership shall ipsofacto be deemed to be transferred to the contract purchaser. No membership or certificate of membership may be transferred, assigned or in any manner conveyed other than in the manner hereinbefore set forth. In the event of the death of a member, the membership and certificate of membership of such member shall be and become the property of the personal representative of such deceased member upon the appointment and qualification as such in a judicial proceeding and such personal representative shall have all of the rights, privileges and liabilities of the deceased member until title shall be transferred or contracted to be transferred.
Section 4. No membership shall be forfeited nor member be expelled except upon foreclosure for non-payment of assessments , and no member may withdraw except upon transfer of title to the real property to which his membership is appurtenant, as elsewhere herein provided. 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 5. A ‘member in good standing’ (i.e., a member not in any way indebted to the corporation) shall be entitled to vote, to hold office, and to exercise all other privileges of membership.
In the event of the dissolution of the corporation each person who is then a member shall receive his pro rata proportion of the property and assets after all of its debts have been paid.
Directors and Officers
Section 1. Corporate powers of the corporation shall be vested in the board of directors of five (5) members. At lease one director shall be elected at each annual meeting to serve for three (3) years or until his successor is elected and qualified.
Section 2. Directors shall be members in good standing, including payment of dues, who have been members of the corporation for at lease one year prior to nomination or appointment and shall not have lost the right to vote by reason of having disposed of the land to which membership is appurtenant. In the event a director ceases to be the owner of the land to which his membership is appurtenant or of a contract for the purchase thereof, his office shall become vacant.
Section 3. Election shall be to a specific numbered position on the board of directors. Nominations shall be for the specific positions which are vacant or are to become vacant and the candidate receiving the highest number of votes for each position shall be elected to that position. Directors shall take office at the end of the annual meeting at which elected.
Section 4. Any vacancy occurring in the board of directors shall be filled by appointment by the board of directors. A director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.
Section 5. The board of directors shall elect a president, a vice-president, a secretary and a treasurer at its first meeting after the Annual meeting of the members. Officers of the corporation so elected shall hold office for one year and until their successors are elected and qualified. Any officer may be suspended, removed or replaced by a majority vote of all the directors. No director or officer shall receive any salary or compensation from the corporation.
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 place as the board of directors may elect. The annual meetings shall be held on the second Saturday of June of each year at any time deemed appropriate. Notice thereof shall be given by the secretary by mailing notice to each member not less than 10 days prior to the date of the meeting. Email shall be deemed an appropriate form of “mailing”.
Section 2. Special meetings of the members may be called at any time by the president or a majority of the board of directors or by members representing ten per cent of the membership of the corporation. Notice of a special meeting, stating the object thereof, shall be given by the secretary by mailing such notice to each member not less than five days prior to the date on which such a meeting is to be held.
Section 3. At all annual and special meetings of members, twenty percent of all of the ‘members in good standing’ of the corporation shall constitute a quorum for the transaction of business. Each ‘member in good standing’ shall be included for the purpose of constituting a quorum.
Section 4. Special meetings of the board of directors shall be called at any time by the secretary on the order of the president or a majority of the board of directors. The secretary shall give each director notice, personally, verbally, by mail or by telephone, of all regular and special meetings at least one day previous thereto.
Section 5. A member may exercise his right to vote by proxy.
Powers and Duties of Directors
Section 1. Subject to limitation in the Articles of Incorporation and the BYLAWS and the laws of the State of Washington, all powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the board of directors. Without prejudice to such general powers, and subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:
Section 2 To select and remove all the other officer, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the BYLAWS, fix their compensation and require from them security for faithful service.
Section 3. To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, with the Articles of Incorporation or the BYLAWS, as they may deem best.
Section 4. To issue certificates of membership only to the owners or purchasers of tracts hereinbefore described, subject to such conditions or terms as provided in the Articles of Incorporation and the BYLAWS.
Section 5. To charge and/or assess the several parcels of land and the owners thereof as hereinbefore more particularly set forth.
Section 6. 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 members showing in detail the condition of the affairs of the corporation.
Duties of Officers
Section 1. President. The President shall preside at all meetings of the directors and members; he shall sign as President all certificates of membership and all contracts or other instruments in writing authorized by the board of directors; he shall call special meetings of the directors or of the members whenever he deems it necessary; he shall have and exercise under the direction of the board of directors the general supervision of the affairs of the corporation.
Section 2. Vice – President. The Vice-President shall preside at all meetings in the absence of the President, and in case of the absence or disability of the President shall perform all other duties of the President which are incidental to his office.
Section 3. Secretary. The Secretary shall issue all notices and shall attend and keep the minutes of all meetings; he shall have charge of all corporate books, records and paper; he shall be custodian of the corporate seal, shall attest his signature and impress with the corporate seal all written contracts of the corporation, and shall perform all such other duties as are incidental to his office.
Section 4. Treasurer. The Treasurer shall keep safely all moneys and securities of the corporation and disburse the same under the direction of the board of directors. He shall cause to be deposited all funds of the corporation in a bank selected by the directors. At each annual meeting of the members, and at any time directed by the directors, he shall issue and present a full statement showing in detail the condition of the affairs of the corporation.
Section 5. Any special Director position, if appointed by the board of directors shall perform such duties as may be designated by it.
Section 6. Any officer, other than the President, may occupy two offices concurrently if the board of directors so directs.
Certificates of Membership and Transfers
Section 1. A certificate of membership in the corporation shall be issued to each member. All such certificates shall be signed by the President, or Vice-President, and the Secretary.
Section 2. All memberships and certificates evidencing same shall be inseparably appurtenant to the tract, tracts or fractional tracts owned by the holders thereof and upon sale or contract to sell such memberships and such certificates shall become the property of the grantee or purchaser as hereinbefore provided. No transfer of membership shall entitle the transferee to vote the same until it has been established to the satisfaction of the Secretary that such transfer is bona fide and has been made in the manner provided.
Section 3. Unless specifically requested by the owner and holder thereof, it shall not be necessary that certificates of membership be actually issued but any owner or purchaser of a tract or tracts within the said district may exercise all of the rights and privileges and shall be subject to all of the liabilities of membership without the actual issuance and possession of such certificates of membership.
Dues and Assessments
Section 1. Membership Dues. The annual membership dues of the Cascade River Community Club are $24 per year, per member. There shall be such other annual assessments on a per lot basis, as members voting at the annual meeting shall approve to meet the budget for the ensuing fiscal year.
Section 2 Annual Assessments. The board of directors shall prepare an annual budget for the Cascade River Community Club for each fiscal year. The annual budget for the ensuing, fiscal year shall be presented to the membership at the annual meeting or at a special meeting called for that purpose. The membership shall either adopt the budget as presented, or amend and adopt the amended budget. The board of directors shall assess each lot in Cascade River Park its equal share of the total amount necessary to provide for the expenditures required by the budget.
Section 3. Special Assessments. In addition to regular annual assessments, the corporation shall have the authority to levy Special Assessments on a per lot basis, such as for the water system, major water system improvements, bridge replacement, road system, major road repair or replacement, and for the construction, maintenance and repair of other facilities for the common benefit of all lot owners. Any said Special Assessment shall be presented by the board of directors to the membership at the annual meeting or a special meeting called for that purpose. The membership shall either approve as proposed, amend and approve the amended proposal, or reject the proposal for said Special Assessment.
The corporation shall further have authority to authorize the payment of Special Assessments in regular annual installments over a period not to exceed five (5) years with interest at the rate of eighteen percent (18%) per annum on the unpaid principal balance. A copy of any resolution levying such Special Assessment shall be recorded with the Skagit County Auditor and shall constitute a lien upon each individual lot. In the event of default by any lot owner, the unpaid balance of said lien shall remain intact and shall remain due and owing to the corporation by any subsequent purchaser, notwithstanding the foreclosure of any mortgage or other encumbrance against said property.
Section 4. When annual dues and annual assessments are levied, each member with respect to the land or interest therein to which his membership is appurtenant, shall pay the amount of said assessment to the corporation at its office within a period of time specified by the Board but in no event less than thirty (30) days after the mailing of the notice of such assessment to the members (or such longer period as may be fixed by the Board in connection with any Special Assessment as described in section 3. of this Article IX). Interest on any unpaid amount shall accrue at the rate of eighteen percent (18%) per annum commencing thirty (30) days after the mailing of said notice of assessment; and the amount of all annual and Special Assessments together with all expenses, attorney fees and costs reasonably incurred in enforcing the same, shall be paid by the members and shall be a lien upon said land and the membership appurtenant thereto, superior to any and all other liens created or permitted by the owner of such land enforceable by foreclosure proceedings in the manner provided by law for foreclosure of mortgages upon land; provided, that no proceedings for the foreclosure of any said liens in this Article IX provided shall be commenced except upon expiration of four months from and after the date of mailing said notice of assessment in this section described.
Section 5. First Mortgage liens placed upon any of said tracts which are recorded in accordance with the laws of the State of Washington shall be, from the date of the recordation of such, superior to such assessments and the liens resulting therefrom as are levied by the corporation subsequent to the date of the recordation of the first mortgage; provided, however, that the corporation is notified in writing of such first mortgage within thirty (30) days after recordation of such.
ARTICLE IX A
Enforcement and Venue re Assessments, Dues, Charges and Other Indebtedness
Section 1. Article II, sections 8, 14, and 16, of the Articles of Incorporation are incorporated herein as if fully set forth. Articles VIII and X of the BYLAWS are incorporated herein as if fully set forth.
Section 2. Each member consents and agrees that any past due and unpaid indebtedness, i.e., dues, charges, assessments, or other indebtedness to the Cascade River Community Club shall be considered in fact and at law as a direct and personal obligation of the individual member.
The Cascade River Community Club, its officers and directors acting as a body, shall have the option to seek recovery from said indebtedness against the member personally or seek said monies by the lien and foreclosure method on the delinquent member’s property in Cascade River Park.
Section 3. The venue of any action seeking a money judgement against any delinquent member may be brought in Skagit County, State of Washington at the option of the Cascade River Community Club and each and every member consents and agrees to Skagit County being the county of proper venue for such purpose.
Section 4. The venue of any action at law by the Cascade River Community Club against any of its members or other persons holding or claiming an interest in real property located in Cascade River Park for the enforcement of any provision contained in said BYLAWS or the Articles of Incorporation of said Cascade River Community Club, shall at the option of the Cascade River Community Club, be in Skagit County, State of Washington.
Section 5. It shall be the responsibility of the Secretary of the Cascade River Community Club to mail a copy of this amendment to the Bylaws of Cascade River Community Club to each and every delinquent member who is presently indebted to Cascade River Community Club and further indicate that this amendment will authorize the club to bring suit in the Superior Court of the State of Washington for Skagit County seeking a money judgment for monies claimed owing.
These BYLAWS may be amended at any time by a favorable vote of two-thirds of the members present in person, by proxy or by mail vote at any annual meeting or a special meeting called for the purpose as provided in these BYLAWS. At least ten days prior to a meeting at which Bylaw amendments are to be voted upon, a copy of the Bylaw to be amended and a copy of the proposed amendment shall be mailed to each member at his last known address.
The seal of the corporation shall be in a circular form and shall contain the words, “Cascade River Community Club”, and the words, “Corporate Seal Washington 1963” in the form and style as affixed in these BYLAWS by the impression of said corporate seal.
Date of Adoption
These BYLAWS are duly adopted by the corporation and the corporation and the corporate seal thereof affixed on the 13th day of August, 1963.
SUBSCRIBED AND SWORN TO before me this 13th day of August, 1963.
RUTH B. CHRISTOPHER,
Notary Public in and for
The State of Washington,
Residing at Lynnwood
Cascade River Community Club Bylaws
ARTICLE IV A
Adopted by the membership at the June 14, 1980 annual meeting
Section 1. There shall be a nominating committee to consist of five members who shall serve for one year. Three members shall be elected by the membership at the annual meeting and two shall be appointed by the board of directors. The member receiving the highest number of votes in the election shall be the committee chairman.
Section 2. The committee shall compile a list of those CRCC members who are qualified and willing to serve as board members and members of the nominating committee. The committee shall prepare a ballot of no more than two nominees for each board position and six nominees for the nominating committee to present to the membership.
Section 3. If the name of a member of the nominating committee is submitted as a suggested candidate for the board of directors, with the permission of that member, said member shall resign from the committee.
Section 4. The names of the nominees and their qualifications shall be published in the Newsletter prior to the annual meeting.