BYLAWS
of
ALPENTAL COMMUNITY CLUB, INC.
A Nonprofit, Nonstock Corporation
The following shall be the Bylaws of the Alpental Community Club, Inc.
ARTICLE I - MEMBERSHIP
Section 1. There shall be one membership in this corporation for each
lot in the subdivision of Alpental and any other residential subdivision
of real property made by Alpental Land Co., a partnership, in proximity
to Alpental in King County, Washington. One membership shall be appurtenant
to and not severable from the title to one such lot. No membership may
be assigned or transferred voluntarily or by operation of law except
in conjunction with the transfer of title to a lot to which it is appurtenant.
Each membership shall stand in the name of the owner or owners of the
lot appearing of record in King County, Washington, except in the case
of the sale of a lot by contract. A contract vendee shall be entitled
to membership until the vendee's interest is terminated or forfeited
of record, and in case of an unrecorded contract or forfeiture, the
vendor's notice to the corporation of the sale contract or forfeiture
thereof shall be deemed record notice and the corporation shall be bound
thereby from an owner of record.
Section 2. Each membership shall entitle the persons owning or residing
on the lot to which the membership is appurtenant and their families
to all of the privileges and rights of membership unless suspended as
hereafter provided. In the event that a corporation or partnership shall
be the owner of a lot, then it shall have right to name the persons,
not in excess of 3 for each lot it owns, who shall be entitled to the
rights and privileges of membership.
Section 3. By unanimous vote of the trustees of the corporation present
at any meeting called for the purpose of suspending rights and privileges
of membership, any person entitled to the rights and privileges of membership
may be suspended therefrom (a) for non-payment of assessments, dues
and charges until such time as the same are fully paid, or (b) for failure
to comply with the rules and regulations of the corporation until such
time as the trustees deem advisable not to exceed one year. If suspension
is for failure to comply with the rules and regulations, the suspended
person may appeal to the next meeting of membership which may overrule
or modify the decision of the trustees by a vote of 80 per cent of the
membership present. No suspension shall relieve or discharge the membership
from its obligations to pay assessments, dues and charges. The trustees
shall suspend no person or persons from the rights and privileges of
membership unless such person or persons shall have been notified of
such proposed action, except in the case of non-payment of assessments,
dues or charges.
Section 4. Each membership appurtenant to a lot shall have one vote
on all matters before a meeting of the membership. Such vote shall be
exercised by the owners or a person designated at the commencement of
the meeting by the owners in writing. Corporate owners shall exercise
their vote by their officers present or persons designated by the corporate
president and partnership owners shall exercise their vote by a partner.
If any persons or corporations shall be entitled to more than one membership
because of ownership of more than one lot, they shall have one vote
for each membership. Votes may be cast in person or by written proxy
filed with the corporate secretary.
Section 5. There shall be an annual meeting of the membership within
the first (10) days of December each year, at 7:00 P.M. at or near Alpental,
unless the board of trustees designates some other place. Special meetings
of the membership may be called at such other times as may be necessary
by (a) the corporate president, (b) two trustees or (c) 20 per cent
of the membership. Not more than 30 days and not less than 15 days prior
to the date fixed for membership meetings, written notice thereof shall
be mailed to all the membership at the addresses as shown by the corporate
records.
Section 6. There shall be no initiation fee for memberships. The trustees
may levy upon each membership annual assessments and dues in amounts
determined by the trustees from time to time to be necessary to meet
the current operational expenses of the corporation and for the maintenance,
improvement, reconstruction and repair of the roads, water drainage
system, snow removal services and other services made available to the
membership.
Section 7. The trustees shall prepare and submit to the membership at
each annual meeting of the membership a proposed budget of the corporation
for the fiscal year from January 1 to December 31, commencing with the
year of January 1, 1968. Such proposed budget may be changed by vote
of two-thirds of the membership present at the meeting. The trustees
may not expend more than the total amount of such budget but shall not
be obligated to the allocation of funds provided therein; provided,
however, if the trustees unanimously determine a bona fide emergency
exists they may make such additional expenditures as they deem necessary
to meet such emergencies. The budget may be revised from time to time
with the approval of the majority of membership voting at any meeting
called for that purpose. The amount of the assessments and use determined
by the trustees may be changed by affirmative vote of seventy-five per
cent of the membership present or by proxy at any meeting of membership
called for that purpose.
Section 8. Although membership in the corporation shall be appurtenant
to and pass with the ownership of lots as aforementioned, the corporation
shall not be liable to ascertain ownership of any lot or the ownership
of the membership appurtenant thereto until its secretary has received
actual written notice of a change in ownership. There shall be a service
charge of $25.00 paid for transfer of membership.
ARTICLE II - TRUSTEES
Section 1. The management of the property, interests, business and affairs
of the corporation shall be vested in the hands of a board of trustees
of three persons elected from persons entitled to the rights and privileges
of membership.
Section 2. The trustees elected at the first meeting of membership shall
each be elected for a term ending on the second Saturday in December,
1971 and until the election and qualification of his successor. At the
annual meeting of membership in 1971, three trustees shall be elected
for a term of one, two and three years respectively and until the election
and qualification of his successor. Thereafter one trustee shall be
elected at each annual meeting of trustees for a term of three years
and until the election and qualification of his successor. Any vacancy
occurring in the trustees may be filled by action of the remaining trustees
for the remainder of the term in which the vacancy occurs.
Section 3. There shall be an annual meeting of the board of trustees
immediately following the annual meeting of membership and such other
special meetings of the board of trustees as they deem advisable. Special
meetings of the board of trustees may be called by the corporate president
or any trustee by giving oral notice thereof to all the trustees.
Section 4. A majority of the trustees shall constitute a quorum for
transaction of business. The trustees shall elect (a) a president, who
shall be a trustee and shall preside at all corporate meetings, (b)
a secretary, who shall keep and have custody of the corporate records,
and (c) a treasurer, who shall have custody of, account for, and disburse
the corporate funds. The trustees may designate persons from time to
time who may borrow funds, draw checks and drafts, and convey properties
on behalf of the corporation in addition to or jointly with the treasurer.
The trustees may employ a general manager of the corporation who may
be delegated such authority as the trustees deem advisable from time
to time as well as other employees as may be necessary or desirable
in the opinion of the trustees. The trustees may elect such other officers
as they deem necessary.
Section 5. The secretary shall keep at all times a current list of the
persons or firms in whose name the memberships stand and of the persons
entitled to the rights and privileges of membership and shall cause
all notices of meetings to be given as herein provided. The trustees
may authorize such compensation as they deem advisable to the officers
and employees of the corporation for services performed.
Section 6. The trustees may adopt rules and regulations from time to
time, which shall be applicable to all memberships appurtenant to lots,
for the use of the corporate facilities and services. Such rules and
regulations shall be subject to modification or change at any time by
a vote of 75 per cent of the memberships present at any meeting called
for that purpose.
Section 7. The trustees may establish such surplus funds and reserve
funds as they deem necessary to the end that the corporation shall be
in sound financial condition to meet its obligations and maintain its
property. The trustees may authorize such contacts and other corporate
obligations as they deem necessary or advisable for the proper maintenance
and development of the corporate property and may authorize borrowing
of such sums on behalf of the corporation and give such security therefore
as they deem appropriate. Each officer shall perform such other duties
as the trustees may direct from time to time.
ARTICLE III - AMENDMENTS
These By Laws may be amended by vote of two-thirds of all the membershp
at any annual meeting or special meeting called for that purpose.
ARTICLE IV - DISSOLUTION
The corporation may be dissolved and its affairs wound up voluntarily
by the written request of two-thirds of the members, addressed to the
trustees, specifying reasons why the winding up of the affairs of the
corporation is deemed advisable, and naming three persons who are entitled
to the rights and privileges of membership to act in liquidation. The
request shall be filed with the trustees, the secretary of state and
the county auditor where the principal place of business of the corporation
is located. Thereupon the power of the trustees shall cease and the
persons appointed shall proceed to wind up the corporation, realize
upon its assets, pay its debts, and divide the residue of the money
among its memberships in equal proportions. The request shall state
the time for completing the winding up and dissolution during which
time these matters shall be completed unless further time is granted
by a writing signed by two-thirds of the members and filed as required
by law.
The foregoing are the Bylaws of Alpental Community Club Inc. adopted
at the first meeting of the members on day of January, 1967.
By:
Secretary
Attest:
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