Welcome to your Spee-Bi-Dah BYLAWS, May, 2006

The Spee-Bi-Dah Community Club BYLAWS are proprietary and copyrighted May, 2006 and are for the sole and exclusive use of Spee-Bi-Dah Community Club Members, and may not be reprinted, copied from this web site or used in any other manner without prior written consent of the President of the Spee-Bui-Dah community Club.

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BYLAWS

of the

SPEE-BI-DAH COMMUNITY CLUB

ARTICLE 1

NAME The name of this corporation is the Spee-bi-dah Community Club ("Club"), a non-profit corporation in accordance with RCW 24.03.

ARTICLE 2

PURPOSE and DISSOLUTION

A. Purpose. The objectives of the Spee-bi-dah Community Club are as stated in the articles of incorporation.

B. Voluntary Dissolution. The Club may be voluntarily dissolved by a vote of the members at either an annual or a special meeting after written notice stating that a purpose of the meeting is to consider the advisability of dissolving the Club. A resolution to dissolve the Club shall be adopted upon receiving at least eighty percent (80%) of the votes of the total membership of the Club. Once approved, dissolution of the Club will be performed in accordance with the articles of incorporation and other governing documents.

ARTICLE 3

RECORDS All records of the Club, including the names and addresses of owners and other occupants of the lots, shall be available for examination by all owners, holders of mortgages on the properties, and their respective authorized agents on reasonable advance notice to a member of the Board. The Club shall not release the unlisted telephone number of any member. The Club may impose and collect a reasonable charge for copies and any reasonable costs incurred by the Club in providing access to records.

ARTICLE 4

DEFINITIONS

For the purpose of these bylaws:

1. "Club" means the Spee-bi-dah Community Club, a non-profit corporation formed under Chapter 24.03, Revised Code of Washington.

4. "Board of directors" or "board" is the body with authority to manage the affairs of the Club.

5. "Common areas" refers to property owned, maintained, and administered by the Club on behalf of the entire membership. Common areas include the roads and parks identified on the plat and replat of the Spee-bi-dah Waterfront Home Sites as well as improvements to these common areas.

6. "Common expense" means the costs incurred by the Club to exercise any of the powers provided for in these bylaws.

7. "Member" means the owner, including a contract purchaser, of property at Spee-bi-dah Waterfront Home Sites. If two (2) or more persons own any property, the several owners of such interest shall still represent one membership of the Club. Joint owners of any property shall be considered to be joint members with only one vote. Individuals owning more than one property shall be entitled to one vote for each property.

8. A "member in good standing" is a member who has paid all assessments as reflected by the records of the Club. Only members in good standing are entitled to vote at meetings of members or serve on the board of directors.

ARTICLE 5

MEMBERSHIP

A. Club membership. Club membership shall consist exclusively of the owners of property within the Spee-bi-dah Waterfront Home Sites, according to the plat and replat thereof. Membership in the Club shall be automatic for the owners of the properties described above, and not subject to the approval of the board of directors or other members. Voting privileges are limited to members in good standing as discussed in Article 7.

B. Assessments and Rules. As members of the Club, all owners are required to pay assessments levied according to these bylaws when due. Members also shall be required to comply with these bylaws and such rules and regulations as may be prescribed by the Club regarding use of roads, parks, and other common areas.

C. Transfer of Membership. The membership of each owner shall attach to the property giving rise to such membership and shall not be assigned, transferred, or conveyed in any way except upon the transfer of title to said property and then only to the transferee of title to such property. Any attempt to make a prohibited transfer shall be void. Any transfer of title to property shall operate automatically to transfer the membership in the Club attached thereto to the new owner.

D. Register of Members. The board shall cause a register to be kept containing the names and addresses of all members of the Club. Members are responsible for providing accurate and current address information to the Club Secretary. Upon sale or transfer of property, members are required to provide accurate and current contact information of the new owners to the Club Secretary.

ARTICLE 6

MEETINGS OF MEMBERS

A. Annual Meetings. A meeting of the Club must be held at least once each year. This will normally be on the third Sunday in May or other such date selected by the board of directors. The purpose of this meeting is to elect directors, approve the annual budget, and transact such other business as may properly come before the meeting. The order of business at annual meetings, and so far as possible at all other meetings, shall be:

    1. Call to order and proof of quorum;

    2. Proof of notice of meeting;

    3. Reading and action on any unapproved minutes;

    4. Reports of officers and committees (including financial report and audit committee report);

    5. Election of directors (annual meeting or special meeting called for such purpose);

    6. Unfinished business;

    7. New business (including approval of annual budget);

    8. Adjournment.

B. Special Meetings. Special meetings may be called at any time by a majority of the board of directors or by the President, and shall be called by the President or Secretary at the written request of seven (7) members eligible to vote, or as otherwise required by law.

C. Place of Meeting. All meetings of members shall be held at a place designated by the Board.

D. Notice of Meetings.

    1. Written notice of each meeting of members, whether annual or special, stating the time and place where it is to be held, shall be delivered either personally or by mail, not less than fourteen (14) or more than fifty (50) days before the meeting, to each member. Notice of any meeting shall state the business to be placed on the agenda by the board of directors for a vote by the members, including the general nature of any proposed amendment to the articles of incorporation or bylaws, any budget or changes in the previously approved budget that result in a change in assessment obligation, and any proposal to remove a director. A copy of any proposed budget or budget changes and the slate proposed by the nominating committee shall be included in the notice.

    2. Notice of any meeting need not be given to any person who may become a member of record after the mailing of such notice and prior to the meeting, or to any member who attends such meeting, in person or by proxy, or to any member who, in person or by proxy, submits a signed waiver of notice before or after such meeting. Notice of any adjourned meeting of members need not be given, unless otherwise required by statute.

    E. Quorum. At all meetings of members of the Club, the presence at the commencement of such meetings in person or by proxy of thirty (30) members eligible to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business.

    F. Minutes of Meetings. The board of directors shall approve the minutes of meetings of members. The approved minutes shall be published within 30 days of the meeting of members.

ARTICLE 7.

MEMBERSHIP VOTING

A. Except as provided herein, no expulsion of a member or cancellation of voting rights of members in good standing shall be allowed. Only members who have paid all assessments as reflected by the records of the Club (members in good standing) may vote.

B. Each property shall be represented by one vote. Joint owners shall be considered to be joint members with only one vote. Individuals owning more than one property shall be entitled to one vote for each property.

C. Except as otherwise provided in these bylaws or by the governing documents, any action shall be authorized by a majority of votes cast at a meeting of members eligible to vote.

D. Each member eligible to vote may do so by written proxy. Proxies shall be given to the Secretary before the meeting. When the Secretary has certified the proxy to be in good order, the proxy holder shall have the right to vote in the manner set forth in the proxy. A copy of the proxy shall be filed with the records of the Club. Any member (or their representative) in attendance at a meeting may exercise one or more proxies. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Proxies directed to the board of directors may only be acted upon if the board has come to a majority agreement on the matter prior to voting.

E. At the discretion of the board, matters which might come before the Club at a meeting may be determined by mailed written ballot. In the case of a vote by mail, the Secretary shall give written notice and/or ballot to all members which shall include a proposed written resolution setting forth a description of the proposed action and shall state that the members are eligible to vote by mail for or against the proposal by delivering the vote on or before a specified date not less than twenty (20) days after the notice to the address specified in the notice. Votes received after that date shall not be effective. Any such proposal shall be adopted if approved by the affirmative vote of not less than a majority of the votes received of those eligible to vote on such question, unless a greater or lesser voting requirement is established in the bylaws or other governing documents.

ARTICLE 8

BOARD OF DIRECTORS

A. Membership. The board of directors shall consist of ten (10) members: six directors and four officers.

B. Duties and Powers.

    1. Except as provided in the Club's governing documents or these bylaws, the board of directors shall act in all instances on behalf of the Club. A director shall perform the duties of a director, including the duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Club, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

    2. The board of directors shall NOT act on behalf of the Club for those actions exclusively conferred upon or reserved to the members. Specifically, the board of directors shall not act to amend the articles of incorporation, to terminate the Club, to elect members of the board of directors, or to determine the qualifications, powers, and duties, or terms of office of members of the board of directors; but the board of directors may fill vacancies in its membership of the unexpired portion of any term in accordance with these bylaws.

C. Elections of Directors.

    1. Each member of the board of directors must be a member of the Club in good standing and consent to serve. A nominating committee shall nominate one candidate for each open position. Members may make additional nominations from the floor.

    2. The members shall elect the directors at the annual meeting for a period of three years. Two senior members of the board shall retire each year and two new members shall be elected to take their place.

    3. In the event there are more candidates than open positions, the candidates receiving the most votes are elected.

    4. Directors shall hold office until the annual meeting of the members corresponding with the end of their term, and until their successors are elected and qualified, or until their death, resignation, or removal.

    5. In the case of death or resignation of a member of the board, the board may appoint a replacement to serve until the next election of directors.

D. Elections of Officers.

    1. Each officer must be a member of the Club in good standing and consent to serve. A nominating committee shall nominate one candidate for each open position. Members may make additional nominations from the floor.

    2. The members shall elect the officers at the annual meeting for a period of one year.

    3. The candidate with the majority of votes is elected to the officer�s position. If no candidate has a majority of votes, the runoff method shall be used. In the runoff election, all candidates except the two receiving the highest vote totals are eliminated. The members again vote upon the two remaining choices. The candidate with the majority of votes is elected.

    4. Officers shall hold office until the annual meeting of the members corresponding with the end of their term, and until their successors are elected and qualified, or until their death, resignation, or removal.

    5. In the case of death or resignation of an officer, the board may appoint a replacement to serve until the next election.

E. Annual and Regular Meetings Notice. The annual meeting of the Board shall be held within ten (10) days of the Club�s annual meeting. Regular meetings of the board may be held at such time and place as shall be determined from time to time by a majority of the board, but at least two such meetings shall be held during each fiscal year. The members shall be notified of the time, place, and agenda of all regular meetings of the board of directors and time will be set aside in each regular meeting of the board for consideration of member comments.

F. Special Meetings. Special meetings of the board may be called by the President on three (3) days notice to each board member, given personally or by mail, telephone, or electronic transmission, which notice shall state the time, place, and purpose of the meeting. The Secretary, on the written request of any two board members, may also call special meetings of the board in like manner and on like notice. Special meetings of the board are not required to set aside time for member comments.

G. Waiver of Notice. Attendance by a board member at any meeting of the board shall be a waiver of timely and adequate notice unless the board member expressly challenges the notice when the meeting begins. If all board members are present at any meeting of the board, no notice shall be required and any business may be transacted at the meeting.

H. Quorum. At all meetings of the board, a majority of the board members shall constitute a quorum and the acts of the majority of the board members present shall be the acts of the board, except as otherwise provided by the governing documents or these bylaws. If there is less than a quorum present at any meeting of the board, the majority of those present may adjourn the meeting from time to time without notice, until a quorum shall be present.

I. Budget. The board shall draft an annual operating and long term project budget for presentation to the members for approval at the annual meeting. A copy of the proposed budget shall accompany the notice of the annual meeting. The budget is ratified if approved by a majority of votes cast by members eligible to vote. In the event the proposed budget is rejected or the required notice is not given, or a quorum is not present, the periodic budget last ratified by the members shall be continued until such time as the members ratify a subsequent budget proposed by the board. The budget period shall run from June 1st of each year, ending May 31st of the succeeding year.

J. Removal of Board Members. The members by a majority vote of the members voting at a regularly scheduled or special meeting, in person or by proxy, and eligible to vote at any meeting of the members at which a quorum is present, may remove any member of the board of directors with or without cause. A successor may then and there be elected to fill the vacancy thus created and to serve the balance of the unexpired term. Any director whose removal has been proposed shall be given an opportunity to be heard at the meeting.

K. Open Board Meetings. Except as provided in this subsection, all meetings of the board of directors shall be open for observation by all members and their authorized agents. Non-board members shall not be entitled to participate except with the consent of the board. The Secretary of the board of directors shall keep minutes of all actions taken by the board, which shall be available to all members. Upon the affirmative vote in open meeting to assemble in closed session, the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the Club, and matters involving the possible liability of a member to the Club. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The board of directors shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the board of directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified. The requirements of this subsection shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.

L. Compensation. No compensation shall be paid to board members for their services as board members.

M. Spouses. Spouses shall not be eligible to serve simultaneously as members of the board of directors. Financial Secretary, if activated, may be an exception.

ARTICLE 9

OFFICERS

A. Officers. The officers of the Club shall consist of a President, a Vice-President, a Secretary, a Treasurer, and Financial Secretary (if activated).

B. President. Candidates for election to President shall have served on the board or as an officer of the Club for at least one year. The President shall be the executive head of the Club, preside at all meetings of the board of directors, and at all meetings of the members. The President shall sign with the Secretary all deeds, bonds and obligations of the Club. The President shall order meetings of the board of directors, and may, when the President deems it necessary or advisable, order special meetings of the members. The President shall, whenever requested in writing by seven (7) members, order a special meeting of the members.

C. Vice President. In the absence of the President or his/her inability to act, the Vice President shall perform the same duties and functions as specified for the President. The Vice President shall also perform the duties of the Secretary in his/her absence or inability to act insofar as the same shall pertain to the calling of meetings of the members or Directors, and if at such meeting the Secretary shall be absent or unable to perform his/her duties, the board of directors shall have the right to appoint a Secretary pro tem.

D. Secretary. The Secretary shall be the custodian of all records and documents of title pertaining to the Club or its property. The Secretary shall sign with the President all deeds, bonds and obligations of the Club. The Secretary shall keep fair and correct minutes and records of all meetings of the members, and all business done by the directors and members. The Secretary shall give notice of all special meetings of the members and of the annual meeting, and shall give notice, when required, of meetings of the board of directors ordered by the President. The Secretary shall prepare, execute, certify, and record amendments to the governing documents on behalf of the Club as directed by the board of directors. The Secretary shall submit appropriate reports to the Secretary of State of Washington to maintain the Club in good standing.

E. Treasurer. The Treasurer shall keep the books of account of the Club; shall receive from the Financial Secretary all funds and disburse them on proper orders; shall provide books of account to the audit committee when requested; and shall provide written financial statements to the board of directors as requested. The Treasurer at each annual meeting of the members shall submit a report showing the condition of the Club’s finances, and all monies, funds and securities then on hand and received and disbursed since the Treasurer’s last report, and shall make and submit reports and statements at such other times as may be required by law and the board of directors. The Treasurer shall ensure appropriate federal, state, and local taxes are paid on time and perform and discharge such other duties as the board of directors may from time to time require.

F. Financial Secretary. The Financial Secretary, if such office is activated, shall receive and keep record of all income from members and other sources; shall keep all monies and securities belonging to the Club deposited in such bank or banks as the board of directors may deem fit and proper, in the name of the Club; shall make written report of all financial transactions to the board of directors as requested; shall provide information to the audit committee as requested; and shall perform such other duties as the board of directors delegates. If the office of Financial Secretary is not activated, such duties are to be undertaken by the Treasurer. The Financial Secretary shall be appointed by the board of directors. The Financial Secretary shall serve at the discretion of the board of directors and shall have the privilege of voice without vote.

G. Resignation. Any officer may resign at any time by giving written notice of such resignation to the board of directors, or to the President of the Club. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the board of directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE 10

ASSESSMENTS AND LATE CHARGES

A. Authority for Assessments. The Club shall have the authority to levy assessments when necessary for the common expenses for maintenance, repair, or improvement of common areas, and for general expenses of the Club. The Club may also accumulate a reasonable reserve for such purposes. Assessments will normally be recommended by the board of directors as part of the annual budget process for approval by the members at the annual meeting. Assessments are not authorized for social activities of the Club; such funds must come from voluntary contributions or fundraising activity.

B. Schedule for Payment of Assessments.

    1. The board of directors shall levy annual assessments as approved in the budget.

    2. Notice of the amount of assessments shall be sent to all members by mail, by June 15th. Such assessments shall become due and payable on or before July 15th of each year and shall be delinquent if not paid prior to that date. 3. By July 30th of each year, the Financial Secretary shall prepare a list of those members whose assessments are delinquent and advise them by mail that their assessments should be paid in full within sixty (60) days after such notice is mailed. 4. By September 30th of each year, the Financial Secretary shall prepare a list of those members whose assessments are delinquent and advise them that, unless their assessments are paid in full within thirty (30) days after such notice is mailed by certified mail, they may be assessed interest at the rate of twelve percent (12%) per annum from and after July 30 of the year in which such assessments are levied. 5. Members delinquent in payment of assessments may request a hearing with the board of directors. The board of directors has the discretionary power to grant special consideration to any member regarding payment of delinquent assessments.

C. Special Assessments. When the board of directors recognizes the need for any unusual or special expenses, they may convene a special meeting of the members to request authorization. With approval by a majority vote of the members, the Club may levy a special assessment, if necessary, for the approved special expense. Once authorized by the members, the board of directors shall levy such special assessments at such time as they are needed. Notice shall be sent to all members of the amount of special assessments, by mail, within fifteen (15) days after such special assessment is levied. Such assessment shall become due and payable within ninety (90) days after such notice is mailed, and the notice shall so provide. Should such special assessment become delinquent, the same procedures as specified above for delinquent regular assessments shall apply. The provisions of this article may be modified if the unusual or special expenses are necessary to protect persons or property from grievous damage in accordance with Article 11.B. of these bylaws.

D. Default. If an assessment, regular or special, remains unpaid for more than 120 days, the Club may file suit or pursue other remedies permitted by law to collect the balance owed. The Club may not take any action unless a letter is first sent to the member giving 60 days' notice of the intended action and informing the member of the opportunity to request a hearing before the Board. The Club shall be entitled to reasonable attorney's fees and costs associated with collection actions.

ARTICLE 11

HANDLING OF FUNDS

A. Accounts. The Club shall establish the necessary funds and accounts to provide properly for the operation and maintenance of the Club. Overall supervision of these funds shall be the responsibility of the Treasurer. There shall be separate funds as described below.

    1. Operating Fund - The operating fund will be used for the normal operation of the Club. Operating Reserve. An operating reserve account shall be established as part of the operating fund. The purpose of the operating reserve is to provide funds for unexpected, non-budgeted operating expenses. The board of directors shall set aside a fixed amount to be approved with the annual budget each year for contingency purposes for operating the Club. The board of directors may authorize non-budgeted operating expenditures from the operating reserve. Any non-budgeted operating expenditures that, in aggregate, exceed the amount in the operating reserve shall first be approved by a majority vote of the Club members present at a regular or called special meeting as provided in these bylaws.

    2. Long-term Project Reserve Fund's The long-term project reserve fund will be used for long term and capital improvements.

B. Emergency Expenditures. The board of directors shall have emergency authority to exceed expenditures authorized in the annual budget and operating reserve when, by a majority vote of the board of directors, said expenditures are deemed necessary to have work or services performed to protect persons or property from grievous damage. At the first regular meeting of the membership after such expenditure, the board is required to make a complete report.

C. Investment Policies and Controls. All funds of the Club shall be kept in accounts or deposits that are insured by agencies of the United States in the name of the Club. The funds of the Club shall not be commingled with the any other funds. Reserve funds may be combined in one or more accounts. Withdrawals of reserve funds from such accounts shall require the signature of the president and treasurer of the Club.

D. Loans. No funds shall be borrowed by the Club without consent of two-thirds of the members present and eligible to vote at a regular or special meeting.

E. Records. The board shall cause to be kept complete, detailed, and accurate books and records of the receipts and expenditures of the Club, in a form that complies with generally accepted accounting principles. All financial and other records of the Club, including but not limited to checks, bank records, and invoices, in whatever form they are kept, are the property of the Club. Accounts in the budget shall be set up to clearly distinguish between common expenses for roads, parks and other common areas, general operating expenses and social activities. The books and records shall be available for examination by the members, mortgagees, and the agents or attorneys of either of them, during normal business hours.

F. Audit. At least annually, the board shall appoint an audit committee to reconcile all accounts of the Club. The board shall also prepare or cause to be prepared, a financial statement of the Club at least annually. The results of the audit committee report shall be reported at the annual meeting of the members.

ARTICLE 12

COMMITTEES

The board may appoint one or more committees in addition to the following standing committees. The board shall appoint committee chairs, and all committee members shall serve at the pleasure of the board. With the exception of the Audit Committee, each committee shall have one board member as a liaison. Non-members of the Club may serve on these committees unless otherwise specified in these bylaws.

A. Nominating Committee. The nominating committee is responsible for making nominations for new directors and officers for election at the annual meeting of members. The nominating committee shall consist of three voting members of the Club, one of whom shall be a member of the board.

B. Audit Committee. The audit committee shall reconcile all accounts of the Club and report findings at the annual meeting. This committee shall consist of three voting members.

C. Roads and Park Committee. This committee shall plan and administer all improvements and repairs on the roads, park, and other common areas. The chair shall appoint at least five (5) members to the committee. Any major improvements shall first have the approval of the Club as provided by Article 13 of these bylaws. The committee shall keep accurate accounts of all expenditures.

D. Fundraising Committee. This committee shall plan and supervise all fund raising projects, such as the 4th of July, keeping accurate accounts of all funds received and expended.

E. Gate Committee. This committee shall administer the operation and maintenance of the gate following any regulations established by the Club. The gate committee shall plan and supervise all expenditures on the gate, keeping accurate accounts of all funds received and expended.

ARTICLE 13

ROADS, PARKS and PRIVATE IMPROVEMENTS

A. Policies and Procedures.Except as otherwise provided in these bylaws, the board of directors shall be vested with the full power to manage, maintain, improve, control, and regulate all common areas. Among other powers, the board of directors shall have authority to:

    1. Grant easements for utilities for water, power, and other utilities within the common areas;

    2. Take appropriate actions to deal with situations which pose an immediate safety hazard on common areas;

    3. Subject to such rules and regulations that may be established for that purpose, grant members permission to maintain, improve, and landscape portions of the common areas immediately adjacent to their property. The fact that the Club shall grant a license to a member to maintain, landscape, or otherwise improve a part of the common areas shall not be deemed a conveyance of any ownership, or other vested interest therein;

    4. Make modifications or improvements, other than routine maintenance, to common areas other than the beach and park - the open area across from the beach that is surrounded by Scenic Drive - with 60 days’ advance notification to the adjacent property owners (if any). The Board must confirm that the owners have actually received the notice. However, if the adjacent property owners object, they may request the board to modify their actions to address their concerns. If the property owner and the board cannot agree, a special meeting may be called in accordance with Article 6. If no special meeting is called, then discussion/decision will be at the next regular meeting. In either event, the proposed action will be deferred until the matter is resolved by a majority vote at the meeting.

B. Significant Improvements or Modifications. Except as provided in Section A above, any significant improvement or modification to the beach or the park -- the open area across from the beach that is surrounded by Scenic Drive -- that shall alter its customary use and appearance shall first be approved by a two-thirds (2/3) vote of the members at a regular or special meeting.

C. Private Improvements.All member-owned buildings or improvements located within the common areas are subject to the complete control and management by the board of directors.

ARTICLE 14

PARLIAMENTARY AUTHORITY The rules contained in the current edition of Roberts Rules of Order Newly Revised shall be used for conducting business and for resolution of disputes for all meetings of members, directors, and committees to which they are applicable and in which they are not inconsistent with these bylaws or other governing documents. The board should consider the appointment of a knowledgeable parliamentarian, if necessary, for regular and special meetings of the members.

ARTICLE 15

RULES, REGULATIONS, and GUIDELINES

The Club may adopt Rules and Regulations only as necessary for public safety and enjoyment of roads and parks and other common areas that apply to all present and future owners, lessees, tenants, licensees, and occupants of property within the assessor’s plat of Spee-bi-dah Waterfront Homesites, Snohomish County, Washington. The Club will not impose rules and regulations for private property not owned by the Club. The Club may also adopt suggested Guidelines to describe norms of behavior and conduct for community living at Spee-bi-dah. Members must provide their tenants with copies of the rules, regulations and guidelines and will respond to all tenant issues and community complaints.

ARTICLE 16

LIABILITY AND INDEMNIFICATION

A. Liability of Directors and Others. No director, committee member, or other serving on behalf of the Club shall be personally liable to the corporation or its members for monetary damages for conduct in that capacity, provided that this provision shall not eliminate or limit the liability of such person for acts or omissions that involve intentional misconduct or knowing violation of the law, nor for any transaction for which the individual will personally receive a benefit in money, property, or services to which the individual is not legally entitled.

B. Indemnification of Directors. The Club shall indemnify the directors to the fullest extent permissible under the laws of the State of Washington, including by advancing expenses pursuant to law.

C. Indemnification of Others. The Club may also indemnify and advance expenses for employees, committee members, or others serving on behalf of the Club if approved by a majority of the Board.

ARTICLE 17

INSURANCE

The Club shall purchase and maintain insurance, to the extent reasonably available, a policy or policies and bonds necessary to provide: (a) property insurance; (b) commercial general liability insurance; (c) fidelity insurance; (d) worker’s compensation insurance to the extent required by applicable laws; (e) director and officers liability insurance; and (f) other such insurance as the board deems advisable. The board shall review at least annually the adequacy of the Club’s insurance coverage.

ARTICLE 18

AMENDMENTS

Bylaws may be revised or amended by a two-thirds vote of the members voting at any regularly scheduled or special meeting, in person or by proxy, and eligible to vote at any meeting of the members at which a quorum is present. Changes to the bylaws may be proposed by any voting member provided, however, that such additions or amendments be submitted in writing to the board of directors at least ninety (90) days before a regular or special Club meeting called for that purpose and that the board of directors shall notify the members of the proposal with its recommendation at least thirty (30) days in advance of the meeting. The undersigned certify the foregoing bylaws have been adopted as a major revision of the bylaws of the Club.

Dated: __________________________________, 2006.

Royal Penewell

President

Attest: Larry Trivett

Secretary



The Spee-Bi-Dah Community Club BYLAWS are proprietary and copyrighted May, 2006 and are for the sole and exclusive use of Spee-Bi-Dah Community Club Members, and may not be reprinted, copied from this web site or used in any other manner without prior written consent of the President of the Spee-Bui-Dah community Club.



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