BYLAWS OF

THE

ROCKY POINT COMMUNITY CLUB

Approved by Membership May 5, 2007

 PREAMBLE:  Rocky Point Community Club Inc. is a non-profit corporation operated in and under the Laws of the State of Washington holding a Class A water system license #04629-6 and is governed by the Laws of the State of Washington, Washington Utilities Commission, Washington State Department of Health, Island County, and Island County Health Department Laws, Rules, Regulations and Policy adopted by these agencies and the Community Covenants and Restrictions.

 

ARTICLE I - Membership

Section 1          Membership in the club shall be evidenced by the record of membership as kept by the Secretary.

Section 2          The owner of each lot or tract of real property which is situated in the Rocky Point plats, described in Rocky Point Community Club Covenants and Restrictions, shall be a member of an association of property owners known as the Rocky Point Community Club (RPCC), a non-profit corporation as defined in the Declaration of Covenants and Restrictions for Rocky Point Tracts (CC&Rs).  Refusal or neglect to sign membership upon purchase of property does not negate inclusion in membership in RPCC nor the responsibility of abiding by the Covenants and Restrictions and Bylaws and all amendments of all documents binding in RPCC.

Section 3          Membership Meetings:

  Section 3 (a):     The annual meeting of the club shall be held on the first Saturday of May and shall be such hour and place as the President shall prescribe.  A minimum thirty (30) days written notice prior to the annual meeting shall be given by the Secretary to all members and will include absentee ballots when applicable, agenda, and full texts of items to bevoted upon.  Absentee ballots must be returned to the RPCC Secretary on or before the date of the meeting to be valid.  
  Section 3 (b):     All membership and directors’ meetings shall be guided by parliamentary procedures as provided by the modern edition of Roberts Rules of Order.  The order of business at all meetings will be:  
 
  1. Call to order by President or Moderator
  2. Reading of minutes
  3. Report of Officers
  4. Report of Committees
  5. Unfinished business
  6. New business
  7. Elections
  8. Adjournment
  
  Section 3 (c):     Those members personally present at annual or meetings representing ten percent (10%) of the members of the corporation shall constitute a quorum.  
  Section 3 (d):     Special meetings of the membership may be called at any time by the President or a majority of the Board or a legal majority (10%) of the membership.  A minimum  of fifteen (15) days written notice of all special meetings, specifically setting forth the business to be addressed at the meeting shall be provided by the Secretary to all members prior to the meeting.  

Section 4          The members of the club shall be entitled to a water service connection as a benefit of membership, at such cost and under such terms and conditions as these Bylaws and Amendments thereto provide and under such regulations as promulgated by the directors of the Corporation, PROVIDED that members confirm to all provisions of the CC&R’s, Bylaws, amendments and policies of Rocky Point Community Club.  Non-conformance will result in suspension of membership benefits until conformance is re-established.

Section 5          Any member will be granted membership benefits upon payment of annual dues, all current delinquent charges, transfer fees, and assessments with respect to such membership. 

Section 6          Owners of two or more lots or tracts who join said properties together so as to constitute one parcel, and who thus benefit from reduced charges and assessments, will, upon a subsequent separation of said parcels (by sale of one parcel or otherwise), be liable for all past charges and assessments which were so avoided during the time that said parcels were joined as one, for the purpose of computing dues and assessments. Two or more lots combined are entitled to only one voting membership.

Section 7          In case any member ceases to own or be entitled to possession of property by real estate contract, his/her transfer of membership shall not discharge any existing liens against such real estate or future charges and assessments.  The transfer of a membership in the club for any reason shall terminate the transferee’s complete interest in the club as well as any assets or any property interest therein.  A transfer of such membership shall not entitle such former member to any repayment or compensation whatsoever.

ARTICLE II – Board of Directors

Section 1          The Board of Directors shall transact any and all business of the Corporation.  The Board shall have the power to amend these Bylaws, subject to the approval and ratification of the membership at the next annual meeting.

  Section 1 (a):      Bylaw changes will become effective only after approval by the membership at an annual or special meeting.  
  Section 1 (b):      The Board of Directors shall be accountable to the RPCC membership and no action taken by the Board shall conflict with action or voting directed by the membership.  

Section 2          The Board of Directors shall consist of eight (8) members to serve a term of two (2) years each.

Section 3          Four directors shall be elected at each annual meeting.  The elections of Directors for those present shall be by written ballot.

  Section 3 (a):      Absent members may use an absentee ballot if and when they are issued.  Absentee ballots must be signed and dated by the person using them and returned by mail to the RPCC Secretary seven (7) days prior to the meeting date.  Absentee ballots are valid only for a single meeting.  Absentee ballots will be included in the members notice of membership meeting, which will identify the subject(s) to be voted upon.  Blanket or election proxies shall never be granted.  
  Section 3 (b):      Each membership shall be entitled to one (1) vote.  Where more than one person, such as husband and wife, a partnership, or other group shall own property, such group, couple or persons shall be entitled to one (1) vote.  This Bylaw is to specifically and expressly restate the statutory provision pertaining to membership in non-profit corporations providing no person may have any greater voice, vote or authority than another.  

Section 4          Any Director may be removed by vote of a legal majority of the members at a regular or special meeting called for that purpose, and upon such removal, a vote of the members at said meeting may at once be taken to fill such a vacancy.

Section 5          Board of Directors Meetings:

  Section 5 (a):      The Board of Directors shall meet immediately following the annual meeting of members for the election of officers.  
  Section 5 (b):      Regular Board of Directors meetings will be at such times and places as the Board shall designate and announce and may be attended by RPCC members except when the Board calls for an Executive session for discussion of confidential issues.  
  Section 5 (c):      A quorum of five (5) Directors shall be required to transact business by the Board.  
  Section 5 (d):      Special meetings of the Board may be called at any time by the President on 48 hours notice.   Special meetings may also be called by any five (5) members of the Board on 48 hours notice.  
  Section 5 (e):      A nominating committee will be established annually by the Board consisting of five (5) members:  two (2) from the outgoing Board and three (3) elected from the general membership to find candidates for next year’s board.
 

Section 6          In case any Director shall die during his or her term of office, resign, become disqualified or removed from office, or for any other reason be removed, the remaining Directors may appoint a Director at the next meeting to serve until the next regular annual meeting, at which time a replacement will be elected to serve the balance of the un-expired term.

Section 7          The Board shall make and enforce reasonable rules and regulations governing the operation of club property, operation of any other authorized club activities and the operation of the water system as follows:

 
  1. Insure adequate quantity and quality of water to residents of Rocky Point Tracts.
  2. Present projections for anticipated usages.
  3. Control quantities of available resources as required by restriction.
  4. Submit supportive reports as required.
  

ARTICLE III – Officers

Section 1          The officers of the corporation shall consist of a President, Vice President, Secretary, Treasurer, and four (4) General Directors.  Each of said officers shall be a Director elected annually by  the membership of the Board of Directors.  All Board members are insured against personal lawsuits by the corporation.

Section 2          If any office is not filled as provided in these Bylaws, or becomes vacant by reason of death, resignation, disqualification, removal from office or any other reason, the Board may fill the vacancy by appointment.

Section 3          The President shall preside at all meetings of the corporation and shall be Chairman of the Board of Directors.  He shall be the executive officer of the corporation and shall perform all duties pertaining to such executive office.

Section 4          In the absence of the President, the Vice President shall perform the duties and have the authority of the President, and shall perform such other duties as may be presented by the Board of Directors.

Section 5          The Secretary shall keep the minutes of the meeting of the corporation and of the Board of Directors, shall have custody of corporation records and membership book and shall perform all other such duties as are reasonable and incidental to the office of Secretary, and from time to time as directed by the President or the Board of Directors.

Section 6          The Treasurer shall have charge of the funds and accounts of the club, subject to the direction of the Board of Directors and the President.  He/she shall cause the books of account to adequately set for the fiscal status and operation of the club and shall render statements in such form as the Board of Directors and the President shall from time to time require, and perform such other duties incidental to the office of the Treasurer.  He/she shall insure the deposit of club funds in its name in a bank designated by the Board.  The Treasurer need not physically perform the above duties, but shall delegate the work to a licensed and bonded accountant or bookkeeper subject to the approval of the Board.

Section 7          No Director shall be paid a salary or shall receive any compensation for services provided.  However, all Directors are entitled to reimbursement for out-of-pocket expenses incurred during the course of business of the club, provided further that such reimbursement shall only be by advance resolution of the Board of Directors.

ARTICLE IV – Finances

Section 1         The fiscal year of the corporation shall end on the last day of December of each year, and all annual financial statements and reports shall be made so as to include the termination of the last day of such fiscal year.

Section 2          Except for expenses incurred in the normal operation of the club, no financial obligation or debt shall be incurred by the corporation except by resolution of the Board of Directors.

Section 3          All notes, checks or other evidences of indebtedness of the corporation shall be signed by any two bank authorized Directors of the corporation. 

Section 4          An examining committee will be appointed by the Board of Directors to annually examine the Treasurer’s books and report their findings to the members at the annual meeting.  The Treasurer shall be present to present papers and answer questions only.  No member of the Board shall be part of the examining committee. 

Section 5          All service or construction estimated to cost in excess of twenty-five hundred dollars ($2,500) per project shall be presented to the membership in the budget or at the annual or a special meeting, and shall be approved or disapproved at that time.  No money may be spent in excess of that approved for the project or service.

ARTICLE V - Dues, Charges, Assessments,
and Manner of Collection and Enforcement

Section 1          The expense of operating, maintaining and replacing the water system owned by the corporation, together with the costs of any additions thereto authorized by the corporation, shall be paid by the membership in accordance with Section 3 of the Article; and if such dues, charges, and assessments are insufficient, they shall be raised by means of assessments imposed by the Board, in the amount and manner hereinafter provided.

Section 2          As soon as water shall become available in a distribution main adjacent to and serving any platted lot or building site, and upon notice of the availability of the same being given in writing to the member, such member shall thereupon be obligated to pay, and thereafter an annual charge shall accrue, in accordance with the rates which shall be established by the Board of Directors.

Section 3          The amount of funds collected by reason of the aforementioned charges shall be:

 
  1. First applied towards the costs of operation, maintenance and replacement of water system;
  2. Second, to pay the costs of any addition to the water system;
  3. Third, to apply toward a reasonable reserve fund to provide for the depreciation of the system and such other reasonably foreseeable expenses as the club may likely to incur.
  

In the event the financial condition of the club shall warrant, the Board of Directors by resolution shall reduce the charges made to the members for the water service.

Section  4         In the event that the receipts of annual charges to the membership shall be insufficient to pay for the operation, maintenance, and replacement of the water system or such additions authorized by the corporation, the Board of Directors may levy assessments against the membership in such amount as shall be reasonably necessary to pay for such costs of operation, maintenance, and replacements or additions.  The assessments shall be charged equitably and ratably to the members in accordance with the number of platted lots and building sites owned by them.  Assessments may be levied successively if the same is warranted by the financial condition of the club.

Section  5         Annual charges and all assessments levied against members shall become and remain a lien upon the membership and upon the said membership real estate until the same are paid.  No membership shall become transferred until all delinquent and current charges and assessments have been paid.

Section  6         The annual charges per building site or lot after the availability of the water connection to membership real estate shall be payable in advance on the first day of January.  The same shall be delinquent if not paid before March 31, imposing a fifty dollar ($50.00) late fee and 1% per month finance charge after this date.  Any account with a balance outstanding after June 30 will be subject to membership suspension, including but not limited to water termination, and a one hundred dollar ($100.00) reconnect fee.

Section 7          Assessments shall be due and payable within thirty (30) days after notice thereof being mailed to the member at the address listed upon the corporation books, and such assessment shall become delinquent if not paid within sixty (60) days after the date of such notice has been mailed.

Section  8         All payments on account by delinquent members shall be credited toward payment of the charges or assessments first becoming due. 

Section  9         The Board of Directors shall have the authority to place a lien for water service after any charge or assessment has been delinquent for sixty (60) days.

Section 10        All CC&R violations that exceed ninety (90) days from the written, certified mail delivery of notification of violation/violations will be assessed a non-conforming penalty of ten dollars ($10.00) per day until violation/violations are corrected or completed to conform to the current CC&Rs.  The penalties imposed will be in addition to all normal fees and assessments required by membership in the Rocky Point Community Club.  All penalties will be paid within one year of assessment or RPCC will lien property in question at which time all past due accounts will accrue interest at the rate of 12% per annum from date of lien filing.  Further, the property owner will be responsible for all legal fees incurred by RPCC in the lien action collection, and the possible foreclosure.  RPCC will not be held responsible in any action brought by the property owner from this action while not in conformance with the CC&Rs.  Further, it is adjudged that the property owner in question has a reasonable time, ninety (90) days after notification, to conform to the present CC&Rs or make appropriate contact with the Board of Directors of RPCC to absolve the problem in question.

 Section 11       An operable water meter, shut-off valve and anti-siphon valve (back flow check valve) of a type approved by the corporation is required and will be maintained for all residences and developed lots with water service.  Repair of meters/shut-off valves is the responsibility of the corporation.  All water service connections or repairs to meters or shut-off valves shall be made under the supervision and control of the corporation.

The cost of initial water service connections including the cost of the meter, shut-off valve, back flow control valve, required hardware and labor shall be paid in advance to the corporation.  Pro-rata annual water charges will be effective the month following connection.  The Board of Directors may fix water rates for use of water in excess of normal domestic requirements.  This may include annual charges or any special levies for use of water in excess of normal domestic requirements after two (2) written misuse complaints and any other levies issued by the Board within its empowerment.

ARTICLE VI – Action Concerning Restrictive Covenants

Section 1          The Board of Directors shall carry out the responsibilities of the Corporation under the Declaration of Covenants and Restrictions for Rocky Point Tracts.

Section 2          Grievances arising between a member or members and the Board of Directors of Rocky Point Community Club with respect to the interpretation or application of Bylaws or the Declaration of Covenants and Restrictions, shall be settled according to the following:

  Section 2 (a):      All grievances must be filed within thirty (30) calendar days of the occurrence or knowledge of the occurrence.  
  Section 2 (b):      The grieved member or members must file with the Board of Directors a statement of the grievance (s) in writing, which will contain the following:
  1. The detailed fact upon which the grievance is based;
  2. Reference to each article and section of the Bylaws and/or Covenants and Restrictions to have been violated;
  3. The remedy sought;
  4. A suggested time of meeting to discuss a settlement.
  
  Section 2 (c):      If no settlement can be reached between the members and the  Board of Directors, either party may request of the other parties, in writing, that the grievance goes to arbitration.  If the grievance is submitted to arbitration, the question shall be produced in writing and arbitrator shall be chosen.
           
  1. An impartial arbitrator will be selected from a panel of five (5), requested from the American Arbitration Association.  The member or members and the Board of Directors will delete names from the list alternately;
  2. The last name remaining shall be the impartial arbitrator.
  
  Section 2 (d):      The fees and expenses shall be shared equally by the member or members and RPCC.  All other expenses shall be borne by the party that incurs them.  
  Section 2 (e):      The decision of the arbitrator, rendered in accordance with the By-laws and Covenants and Restrictions, shall be final and binding on all parties. The arbitrator shall not have jurisdiction or authority to:
   
  1. Add to or subtract from or in any way change the provisions of RPCC Bylaws or Covenants and Restrictions;
  2. Assume any responsibility of the Board of Directors of RPCC.
  

Section 3          Arbitration

  Section 3 (a):      In the Hearing Procedure:
  1. The Member and the Board agree to provide each other with any relevant information at least seven (7) days prior to the hearing date. The arbitrator shall have the authority to order the production of any relevant information or documents.  The arbitrator shall also have the authority to grant requested relief against any party failing to produce information or to postpone the hearing until the information is produced.
  2. No attorneys shall be allowed to be present at the hearing unless they are called as a witness.
  3. Each party will be limited to a maximum of one (1) hour of presentation time.  This includes an opening statement, direct, cross-examination, redirect and re- cross of witnesses and any summation or oral argument.
  4. No written briefs may be filed.
  5. No transcripts will be taken.
  6. The hearing shall be conducted without formal rules of evidence.
  
  Section 3 (b):      Decisions and Effect:

Decisions will be rendered in writing by the arbitrator at the close of the hearing if possible, but in any event, no later than five (5) working days after the close of the hearing.		  

Section 4          Concerning Violations and Non-Compliance:

In carrying out their responsibilities with regard to any violation and non-compliance to the RPCC Covenants and Restrictions and Bylaws, which on unimproved and improved lots, includes trees over sixteen (16) feet in height or hedges that are over six (6) feet in height, except for the exemptions listed in the Covenants and Restrictions, the Board of Directors shall follow this procedure:

 
  1. Send a notice to the owner of the property on which the violation and non-compliance are situated, giving the owner thirty (30) days in which to correct the situation;
  2. If the owner does not respond within forty-five (45) days of the date the  notice is sent, the Board may suspend membership benefits until conformance is re-established as stated in Article I, Section 4.
  

ARTICLE VII -  Notices

Section 1          At the time of application for membership, the correct address of the resident of the lot owner shall be listed with the President or Secretary.  Any notice provided for in these Bylaws shall be sufficient, legal notice if mailed to the member at such address in a sealed envelope, post paid, and deposited with the United States Post Office.

ARTICLE VIII - Dissolution

Section 1          In the event of the dissolution of the corporation, the assets owned by the corporation shall be sold and the proceeds divided as follows:

 
  1. Retirement and payment of all secured indebtedness in the order of priority of the lien;
  2. Preferred indebtedness shall be retired in the order of preference;
  3. Remaining unsecured or un-preferred indebtedness of the corporation shall be paid, or if sufficient funds are not available, ratably applied to discharge such indebtedness;
  4. And, in the event there shall be any balance remaining, it shall be distributed to the paid-up members in good standing in equal shares.
  

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These Bylaws are approved by the RPCC membership and adopted on this ______________day of ­­­­_________________________ 200__ in witness whereof, signed by the RPCC Board of Directors: ­

_________________­­­________________________, __________________________________________,

President                                                                      Vice-President

______________­___________________________, __________________________________________,

Secretary                                                                      Treasurer

_________________________________________, __________________________________________,

Water                                                                           Construction

_________________________________________, __________________________________________

Landscape                                                                    Beach

 

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