Bylaws

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FIRST AMENDED AND RESTATED BYLAWS 

of 

EAST NORTH BEACH COMMUNITY

WATER ASSOCIATION

ARTICLE I.

NAME & PURPOSE

The name of the Association is EAST NORTH BEACH COMMUNITY WATER Association (“Association”). 

The Association is to have perpetual existence.

The purpose for which the Association has been organized is to operate and maintain a community water system in accordance with county and state requirements for persons holding membership in the Association, located upon Guemes Island, Washington.

ARTICLE II. 

     THE EASEMENT

The Association well is located on an existing easement as granted and confirmed by Short Plat No. 93-047 dated December, 1992 and recorded in Volume 11 of Short Plats, Page 125 as Auditor’s File No. 9410070117 in Skagit County, Washington, and reconfirmed by order of the Skagit County Superior Court in Case No. 14-2-01501-4, and shall remain in full force and effect for the use and benefit of the Association and its members.

ARTICLE III.

 MEMBERSHIP

Owners of property listed on the attached Exhibit A shall be members of the Association, however, each property shall be entitled to only one vote on all Association matters. Membership shall be non-transferable to other property or other properties not originally dependent upon the Association water system. Membership in the corporation shall be Appurtenant to the ownership of land, regardless of whether or not membership is formally transferred.

The Board of Directors need not issue membership certificates and membership in the Association is automatically transferred by sale or transfer of the property to which such membership applies, providing all dues and special assessments have been paid.

ARTICLE IV.

MEETINGS OF MEMBERS

 The Board of Directors shall provide for a regular annual meeting of members and Directors, and may schedule such special meetings as may be necessary. The Secretary-Treasurer shall annually give notice at such times set by the Board of Directors for meeting of the membership to, among other business, elect Directors for the following year. Such meeting may be held at any place as the Directors may determine. Each member shall be entitled to one vote (except as limited by Article III) and if unable to attend such meeting in person may give a proxy to another member to vote his or her such membership. The notice of the place, date, and hour of the meeting and the purpose or purposes for which a meeting is called shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, in person, by mail, or by email. 

ARTICLE V.

BOARD OF DIRECTORS

The business of the Association shall be managed by a Board of not less than three nor more than nine Directors to be elected by the members at the annual meeting, the specific number for any year to be fixed by the Board of Directors. Directors of the Association must be Members of the Association.

ARTICLE VI.

OFFICERS

The officers of the Association shall be a President and a Secretary-Treasurer, who shall be elected annually by the Board of Directors.

The President shall be the chief executive officer of the corporation and shall be chosen by the Directors. The President shall have all the powers and duties that are usually vested in such an office including, but not limited to:

(a) preside at all meetings of the members and Directors;

(b) have general, active management of the business of the 

Association;

(c) see that all orders and resolutions of the Directors are 

 carried into effect;

(d) have the power to appoint committees from the members from time to time as the President may, in his or her discretion, determine appropriate to assist in the conduct of the affairs of the Association;

(e) execute contracts and other instruments requiring the

signature of the Association; 

(f) is responsible to arrange for improvements or repairs of the well; 

(g) direct routine maintenance and other ongoing expenses for the well system, however, the President shall consult with the Board prior to hiring anyone or any firm; 

(h) the President shall have a vote in well Association business only when there is a tie among the Directors voting.

The Secretary-Treasurer shall attend all meetings of the Board of Directors and all meetings of the Members and record all votes and the minutes of all meetings. This officer shall be the custodian of the Association’s records, financial and otherwise and shall keep the books of the Association in accordance with good accounting practices. He/she shall also give all notices to the members and Directors as required, including invoicing for annual dues and assessments.

ARTICLE VII.

 ANNUAL MEMBERSHIP DUES

 AND

SPECIAL ASSESSMENTS

Membership Dues

Annual membership dues shall be set by the Board of Directors of the Association to be used for operation, maintenance and upkeep, or reserved for improvements to, the community water system, including payment to the Secretary-Treasurer for time expended and expenses incurred in maintaining the books of the Association and collecting and distributing funds as necessary. In the event there is compensation, it shall be set by the Board of Directors at the annual meeting. 

Special Assessments

Special assessments may be levied for required improvements or other matters found to be necessary from time to time, including professional fees and legal fees and expenses.

Enforcement

Failure to comply with these By-Laws shall be grounds for an action to recover sums due for delinquent operating expenses, maintenance dues or assessments, for damages, and/or for injunctive relief which may be brought by the Board of Directors on behalf of the Association. Prior to the commencement of any legal action by the Board, the same shall be approved by a two-thirds majority vote of the Members that are entitled to a vote. The failure of the Association to bring an action at any one time shall not be deemed to be a waiver of the right to do so at any time thereafter. 

Lien for Dues and Assessments

All sums assessed against any lot pursuant to these By-Laws, together with late charges, interest, costs and reasonable attorney’s fees actually incurred, as provided herein, shall be secured by a lien on such lot in favor of the Association. Such lien shall be superior to all other liens and encumbrances on such lot, except for liens for unpaid real property taxes or liens for all sums unpaid on a mortgage recorded in Skagit County, Washington, and all amounts advanced pursuant to such mortgage and secured thereby in accordance with the terms of such instrument.

Any assessments which are not paid when due shall be delinquent. Any assessments delinquent for a period of more than 30 days shall incur a late charge in the amount of $100. The Association shall cause a notice of delinquency to be given to any member who has not paid within 30 days following the due date. If the assessment is not paid within 60 days of its due date, a lien as provided for in the preceding paragraph shall attach and said lien shall include interest at the maximum legal rate on the principal amount due from the date the assessment first becomes delinquent. In the event that the assessment remains unpaid 60 days after its due date, the Association may, as the Board of Directors determines, institute suit to collect such amounts and to foreclose its lien.

 Each owner, by acceptance of a deed or as a party to any other type of a conveyance, vests in the Association or its agents the right and power to bring all actions against him or her, personally, for the collection of such charges as a debt or to foreclose the aforesaid lien in the same manner as other liens for the improvement of real property. The lien provided for in these By-Laws shall be in favor of the Association and shall be for the benefit of all other owners. The Association, acting on behalf of the owners, shall have the power to bid on the lot at any foreclosure sale or to acquire, hold, lease, mortgage, or convey the same. No owner may waive or otherwise except liability for the assessments provided for herein. No diminution or abatement of assessment shall be claimed or allowed by reason of any alleged failure of the Association to take some action by the Association under these By-Laws or the Articles of Incorporation or for inconvenience or discomfort arising from the making of repairs or improvements which are the responsibility of the Association, or from any action taken by the Association to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority, the obligation to pay assessments being a separate and independent covenant on the part of each owner.

All payments shall be applied first to costs and attorney’s fees, then to late charges, then to interest and then to delinquent assessments.

ARTICLE VIII.

  SUSPENSION FOR NON-PAYMENT OF DUES/ASSESSMENTS

If a Member shall be in default in payment of any assessment for a period of 30 days, said member’s voting rights shall, without necessity of any further action by the Association, be suspended and shall remain suspended until all payments provided for herein are brought current. 

ARTICLE IX.

INDEMNIFICATION OF DIRECTORS & OFFICERS

Each person who was or is made a party or is threatened to be made a party to or is involved in any actual or threatened action, suit or proceeding whether civil, e, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Association or other agent appointed by the Board to serve in a capacity for the benefit of the Association, whether the basis of such proceeding is alleged in an official capacity as a director, officer, employee or agent or in any other capacity, shall be indemnified and held harmless by the Association to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts to be paid in settlement) actually or reasonably incurred or suffered by such person in connection therewith. Before incurring any expense for which he or she may seek indemnification, such person must notify the Association of the contemplated expense and give the Association the opportunity to protect the person from incurring such expense. Such indemnification shall continue as to a person who has ceased to be a director or officer or agent and shall inure to the benefit of his or her heirs, executors and administrators. 

 ARTICLE X.

INSURANCE, CONTRACTING, FUNDING

The Association may maintain insurance, at its expense, to protect itself and any director or officer or agent of the Association against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under Washington law. 

ARTICLE XI.

AMENDING BY-LAWS

These by-laws may be repealed or amended by the vote of a 2/3 majority of eligible members, with proxy voting allowed.

Adopted by the Members September 2016 at Guemes Island, Anacortes, Washington.