HARTSTENE POINTE MAINTENANCE ASSOCIATION
This document was carefully prepared, however it is displayed for convenience only and in any/all disputes, the original document, kept in the HPMA Offices and as recorded in the Mason County Courthouse, shall prevail.
1. "Association" means the Hartstene Pointe Maintenance Association, a Washington nonprofit corporation.
2. "Hartstene Pointe" means the total land area on the north tip of Harstine Island in Mason County, Washington, which consists of:
(a) The land area described and platted by that certain plat entitled "Hartstene Pointe" which Developer filed with Mason County Auditor on July 7, 1970 and which the said Auditor recorded under his Fee No. 252193 on pages 80 to 85 of Plat Volume 8 of the Mason County Land Records, and
(b) Such other lands in Sections 19 and 30 of Township 21 North, Range 1 West, Willamette Meridian and Sections 24 and 25, Township 21 North, Range 2 West, Willamette Meridian (the north tip of Harstine Island) as Association may in the future choose to add thereto by recording plats identifying the same as additions to Hartstene Pointe. While the aforementioned plat of the first division of Hartstene Pointe is simply entitled "Hartstene Pointe," the plats of subsequent divisions will be entitled "Hartstene Pointe, Addition No. 1," Hartstene Pointe, Addition No. 2," etc.
3. "Covenants" refer to the restrictive and other covenants running with the land which will govern the use of land in Hartstene Pointe. The Covenants applicable to each division of' Hartstene Pointe will be incorporated in a document bearing the title "Declaration of Covenants, Conditions and Restrictions," and referring to the particular division of Hartstene Pointe to be governed thereby. The covenants applicable to the first division of Hartstene were recorded in the Mason County Land Records on August 7, 1970, under Auditor's Fee No. 253021.
4. "Lot" means any interest in real property in Hartstene Pointe which has been or will be sold subsequent to the recording of and by reference to the applicable plat. The term includes, but is not limited to, residential lots. It does not, however, include any part of the Common area.
5. "Owner" refers to any owner, or any contract purchaser in possession of any lot.
6. "Common Area" means all real property in Hartstene Pointe to be transferred to and to be held by the Association for the common use, enjoyment or benefit of the owners. The area will consist of all real property which, on the plat of each division of Hartstene Pointe and in the covenants relating thereto, is identified as Common Area. All permanent structures, fixtures, and improvements upon the Common Area, including particularly roads and utility systems, shall be deemed a part thereof.
MEMBERS AND THEIR RIGHTS
1. The Membership of the Association shall consist of and be limited to the Owners of lots in Hartstene Pointe. One Association membership shall be inseparable appurtenant to each such lot and shall pass therewith to all persons who become Owners of the lot.
2. The Association shall have one class of voting Members. All Owners shall be Members and shall be entitled to one vote for each lot owned. When two or more persons hold an interest in any lot, all such persons shall be Members. The vote for such lot shall be cast as they among themselves determine, but in no event shall more than one vote be cast with respect to any lot. Association owned lots shall be voted by resolution of the Board of Directors.
3. Each Owner shall have a non-exclusive right and easement of enjoyment in and to the Common Area, which shall be appurtenant to and shall pass with, the title to the Owner's lot. Such right and easement shall be subject only to the following:
(a) The right of the Association to charge reasonable admission and other fees for the use of any recreational facilities situated upon the Common Area;
(b) The right of the Association to charge reasonable rates for utility services rendered
by any Association-owned utility systems located upon the Common Area;
(c) The right of the Association to suspend the voting rights and the rights to use the
Common Area of an Owner for any period during which:
(i) any assessment against his lot remains unpaid, or
(ii) any violation of applicable CC&R's or. of the Association's published rules for which s/he is responsible remains unabated,
(d) The right of the Association, acting through its Board of Directors, to dedicate and transfer any utility system on, or which may be a part of, the Common Area, to Mason County;
(e) The right of the Association to dedicate and transfer all or any part of the remainder of the Common Area to any public agency, authority, or utility for such purposes, in such manner and subject to such conditions as may be consistent with the Association's Articles of Incorporation, these Bylaws, the Washington Nonprofit Corporation Act and RCW Chapter 64.38; and
(f) The nonexclusive right of all other Members of the Association to use, enjoy and have the benefit of the Common Area upon the same terms.
4. (Added August 2011) As provided in RCW 64.38.045(2), records of the Association, including the names and addresses of owners and other occupants of lots, but not including unlisted phone numbers, shall be available for examination by all owners, holders of mortgages on lots, and their respective authorized agents, subject to the following procedures:
(a) If HPMA staff finds that a request does not sufficiently specify desired records, the request may be required to be in writing, adequately specifying the particular records requested.
(b) HPMA staff should attempt to assemble requested records within one week, upon receipt of a specific request. However, up to three weeks may be allowed if the request is for numerous records or is otherwise complex.
(c) If the HPMA manager concludes that there are grounds under applicable law to deny the request, the request shall be referred to the board of directors for review, such review to occur promptly, so that either the records are produced for inspection or the request is denied within three weeks of receipt of the request.
(d) Inspection of records shall occur at the HPMA office during regular business hours. Copies of records made available may be requested, subject to payment of usual copying charges.
(e) If production of the requested records entails substantial staff time, the expense of such time may be charged to the person requesting inspection.
5. Subject to the covenants governing each division of Hartstene Pointe, and subject to such reasonable rules and regulations as the Association may promulgate, an Owner's right to use, enjoy and have the benefit of the Common Area shall be delegable.
MEETINGS OF MEMBERS
1. There shall be a regular annual meeting of the Members of the Association which shall be held on the last Saturday in June of each year at the registered office of the Association in Shelton, Washington, or such other convenient location as may be specified in the notice of the meeting.
2. Special meetings of the Members may be called by the President, or a majority of the Board of Directors. Special meetings may be called at the written request of members having at least 10% of the votes entitled to be cast at such meetings.
3. Each Member of the Association shall be given such notice of all regular and special meeting of the Members as may be required by the Washington Nonprofit Corporation Act and RCW 64.38.035.
4. When Directors or officers are to be elected by the Members, such elections may be conducted by mail.
5. A majority of the Members of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Members. If less than a majority of the Members entitled to vote are represented at a meeting, a majority of the Members so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum,
6. Except as may be otherwise provided in the Washington Nonprofit Corporation Act RCW 64.3 8, if a quorum is present, the affirmative vote of the majority of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation, the Washington Nonprofit Corporation Act or RCW 64.38.
7. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or in order to make a determination of Members for any other purpose, the Board may fix in advance a date as the record date for any such determination. Such record date shall be not more than seventy (70) days, and in case of a meeting of Members, not less than twenty (20) days prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting, the date and hour on which the notice of meeting is mailed, shall be the record date and time for such determination. Such determination shall apply to any adjournment of the meeting.
8. A Member may vote either in person, by mail or by written proxy executed by the Member or his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Any proxy regular on its face shall be presumed to be valid.
9. A waiver of any required Member notice signed either before or after the time stated therein for the meeting by the person or persons entitled to such notice shall be equivalent to giving notice.
BOARD OF DIRECTORS NOMINATION & ELECTION
1. The affairs of this Association shall, after the expiration of the term of office of the initial Directors named in the Articles of Incorporation, be managed by a Board of seven Directors, who must be Members of the Association, in good standing.
2. At the first regular meeting of the Members they shall elect two Directors for a term of one year, two Directors for a term of two years and two Directors for a term of three years; and at each annual meeting the Members shall elect two or three Directors as appropriate, for a term of three years. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director dies, resigns or is removed, s/he shall hold office until the next annual meeting of Members or until her/his successor is elected, whichever is later. Directors need not be residents of the State of Washington.
3. No Director shall receive compensation for any service s/he may render to the Association. However, any Director may be reimbursed for her/his actual expenses incurred in the performance of her/his duties.
4. Nomination for election to the HPMA Board of Directors may be by declaration of candidacy according to a schedule set by the Board of Directors or by nomination made from the floor at the annual meeting.
5. Election to the Board of Directors shall be by secret ballot or by voice vote as appropriate if the number of nominees equals the number of vacant Director Seats, and shall be by secret ballot if the number of nominees exceeds the number of vacant Director seats. At such election, the Members may cast, in respect to each vacancy, as many votes as they are entitled to cast under the provisions of these Bylaws. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
6. All vacancies in the Board, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board, A Director elected to fill any vacancy shall hold office for the unexpired term of her/his predecessor and until her/his successor is elected and qualified. Any Directorship to be filled by reason of an increase in the number of Directors may be filled only by the Members at the next election of Directors by the Members.
7. At a meeting of Members called expressly for that purpose, the entire Board or any Member thereof may be removed, with or without cause, by a vote of the majority of Members then entitled to vote at an election of Directors.
1. (Amended July 2010) The Board of Directors shall regularly meet monthly on the third Saturday and either the second Saturday or the Friday preceding the second Saturday, as may be determined and posted from time to time by the Board. The agenda for meetings on the third Saturday shall be posted for public viewing in the Association’s registered office. The Board may vote on amendments to the Bylaws or Rules and Regulations only at meetings on the third Saturday.
2. (Amended April 2010) A Board meeting may be held without notice immediately after and at the same place as the annual meeting of Members for the purpose of electing officers for the ensuing year.
3. (Amended February 2010) Special meetings of the Board may be called by or at the request of the President, the Secretary or any two Directors, The person or persons authorized to call special meeting must fix the Association's registered office as the place for holding any special Board meeting called by them; except that up to two special meetings of the Board per year (measured from January 1st to December 31st of each year) may be held at a location other than the Association’s registered office if the alternate location is within 100 miles of the Hartstene Pointe gate.
4. Notice of a special Board meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally by telephone or in person at least five (5) days prior to the meeting. The business to be transacted at or the purpose of any special meeting shall be specified in the notice of such meeting and such notice shall be posted for public viewing in the Association's registered office.
5. A majority of the number of Directors fixed by or in the mariner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. The act of the majority of the Directors present at a Board meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation, the Covenants, the Washington Nonprofit Corporation Act or RCW 64.38. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.
6. Waiver of Notice.
Whenever notice is required to be given to any Director under these Bylaws, the Articles of Incorporation, the Washington Nonprofit Act or RCW 64.38, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The business to be transacted at or the purpose of any regular or special meeting of the Board shall be specified in the waiver of notice of such meeting.
By Attendance. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where the Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
Presumption of Assent. A Director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless her/his dissent is entered in the minutes of the meeting, or unless s/he files a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or unless s/he forwards such dissent to the Secretary immediately after adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
7. Except as provided in this section, all meetings of the Board of Directors shall be open for observation by all owners of record and their authorized agents. The Board of Directors shall keep minutes of all actions taken by the Board, which shall be available to all owners.
Upon the affirmative vote in open meeting to assemble in closed session, the Board of Directors may convene in 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 association, and matters involving the possible liability of an owner to the association, 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 open meeting on such motion, or other action which is reasonably identified. The requirements of this section shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.
8. Members of the Board may participate in a meeting of the Board by means by which all Directors participating can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.
9. Any Director may resign at any time by delivering written notice to the President, Secretary or registered office of the corporation,
10. (Amended June 2011) Except as otherwise provided in these Bylaws, all meetings of the directors, of the general membership, and of HPMA committees shall be conducted in accordance with the rules of parliamentary procedure contained in Robert’s Rules of Order, Revised.
POWERS AND DUTIES OF DIRECTORS
1. The Board of Directors shall have power to:
(a) Supervise and control the improvement, maintenance and use of land in said community. The Board may adopt and publish rules, regulations and policies in carrying out such responsibilities and may establish penalties for infractions of such rules, regulations and policies governing Hartstene Pointe, including the use of private property therein, the use of the Common Area and the facilities located thereon, and the personal conduct of the Members and their guests; and to establish penalties for the infraction thereof;
(b) Suspend the voting rights and the right to use the Common Area of any Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing for infraction of published rules and regulations;
(c) Exercise all corporate powers, duties and authority of the Association and manage the business and affairs of the Association except as may be otherwise provided in the Articles of Incorporation, the Covenants, the Washington Nonprofit Corporation Act or RCW 64.38;
(d) Declare the office of any Director vacant in the event such Director shall be absent without excuse from three consecutive meetings of the Board of Directors if he/she was given proper notice thereof;
(e) (Amended August 2012) Employ a manager, independent contractors, or such employees as the Board may deem necessary, and to prescribe their duties;
(i) The General Manager’s duties span multiple disciplines, including Common Area Management, Maintenance Operations, Personnel Management, Accounting and Administration, Relationship Management and Governance.
(ii) Under the general oversight of the Board of Directors and pursuant to any applicable policies or procedures adopted by the Board, the Manager is responsible for all aspects of day-to-day management, maintenance and upkeep of the common area, including the forest and vegetation, HPMA buildings and other facilities and the infrastructure and amenities of Hartstene Pointe. The Manager is expected to act independently with subsequent reports to the Board, except in instances where consultation with the Board is required. In those instances, the Manager is expected to bring recommendations and suggestions for alternative courses of action to the Board.
(f) Contracts, Loans, Checks, Deposits, etc.
(i) Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, Such authority may be general or confined to specific instances.
(ii) Loans to the Association. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
(iii) Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness shall be issued in the name of the Association, shall be signed by such officer or officers, and agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board.
(iv) Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select.
(g) The Board may provide for a corporate seal which shall have inscribed thereon the name of the Association, the year and state of incorporation and the words "corporate seal”.
(h) (Amended April 2010) These Bylaws and the Rules and Regulations may be altered or amended by a majority vote of the Board at two successive regular meetings and/or special meetings at least two weeks apart, or by a majority vote of the Members at the annual meeting of the Membership, provided that notice of any proposed amendment or alteration shall be posted for public viewing in the Association’s registered office at least five days prior to any meeting at which such a vote is taken.
The first vote taken by the Board shall reflect preliminary approval and the intent to post the proposed amendment for public review and comment for at least 14 days. The second vote taken by the Board shall constitute final approval of the Bylaw or Rules amendment. If any changes are made to the original motion at the second reading, the board may adopt the amended motion by a two-thirds vote or in its discretion, may post the amended motion for public review and comment, and take a final vote at a subsequent meeting.
2. It shall be the duty of the Board of Directors to:
(a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Membership, or at any special meeting when such statement is requested in writing by one-fourth of the Members who are entitled to vote;
(b) Supervise all officers, agents and employees of this Association and to see to it that their duties are properly performed;
(c) As more fully provided in the pertinent Covenants, to fix and collect the assessments against each lot which, under the applicable Covenants, is subject to assessment;
(d) Issue or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states that an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) Procure and maintain adequate liability and hazard insurance on property owned by the Association;
(f) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(g) Cause the Common Area and the facilities thereon to be properly maintained;
(h) Hear and decide appeals from decisions of the Permit Control Committee pursuant to the applicable Covenants;
(i) Review, ratify or rescind or take any other action deemed appropriate with respect to any act of committee or its members.
3. The foregoing enumeration of the powers and duties of the Board of Directors is not
OFFICERS AND THEIR DUTIES
1. The officers of this Association shall be a president, vice president, who shall at all times be members of the Board of Directors, a secretary, a treasurer, and such other officers as the Board may from time to time by resolution create,
2. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
3. The officers of the Association shall be elected annually by the Board and each shall hold office for one year or until the next annual meeting, whichever is later, unless s/he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
4. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
5. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary, Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
6. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer s/he replaces.
7. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
8. The duties of the officers are as follows:
A. President. The President shall preside at all meetings of Members and Directors, shall have general supervision of the affairs of the Association, and shall perform all such other duties as are incident to such office or are properly required of the President by the Board of Directors. When present, the President shall preside over all meetings of Members and Directors. With the Secretary or other officer of the Association authorized by the Board of Directors, the President may sign deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except when the signing and execution thereof has been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Association or as required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
B. Vice-President(s), During the absence or disability of the President, the Vice-President, in the order designated by the Board, shall exercise all functions of the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to her/him from time to time by the Board.
C. Secretary and Assistant Secretaries. The Secretary shall issue notices for all meetings, except notices for special Members meetings and special Directors meetings called by the requisite number of Members or Directors, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall perform such other duties as are incident to such office or as are properly required of the Secretary by the Board. The Assistant Secretary, or Assistant Secretaries in the order designated by the Board, shall perform all duties of Secretary during the absence or disability of the Secretary, and at other times shall perform such duties as are directed by the President or the Board.
D. Treasurer. The Treasurer shall have the custody of all monies and securities of the Association and shall keep regular books of account, The Treasurer shall disburse the funds of the Association in payment of the just demands against the Association or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Board, from time to time as may be required of the Treasurer, an account of all transactions as Treasurer and of the Association's financial condition. The Treasurer shall perform other duties incident to her/his office as are properly required of her/him by the Board. The Assistant Treasurer, or Assistant Treasurers in the order designated by the Board, shall perform all duties of Treasurer in the absence or disability of the Treasurer, and at other times shall perform such other duties as are directed by the President or the Board.
9. In the case of absence or inability to act of any officer of the Association and of any person herein authorized to act in the place of such person, the Board may from time to time delegate the powers or duties of such officer to any other officer, Director or person whom it may select,
Within thirty (30) days after adoption by the Board of Directors of any proposed regular or special budget of the Association, the Board shall set a date for a meeting of the owners to consider ratification of the budget not less than fourteen nor more than sixty days after mailing of the summary. Unless at that meeting, a majority of the votes in the Association reject the budget in person or by mailed ballot, the budget is ratified whether or not a quorum is present. In the event the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the owners shall be continued until such time as the owners ratify a subsequent budget proposed by the Board of Directors.
1. (Amended December 2012, July 2014, May 2017) Committee Creation: By Resolution, the Board of Directors has created the following member committees: Finance/Long Range Planning Committee; Moorage Committee; Island House Committee; Common Area Stewardship Committee; Permit Review Committee; Recreation Committee, Safety Committee, Ad Hoc Research and Advisory Committee and Emergency Preparedness Committee. Specific provisions regarding the authority, duration, makeup, and operating procedures of the respective committees are set forth below. Creation of any future committee shall be by Board Resolution and amendment of the Bylaws to expressly address the authority, duration, makeup, and operating procedures of the new committee.
2. Authority: Member committees shall exercise no Board duties and no Board duties have been or shall be delegated to any member committee. Member committees shall act solely in an advisory capacity pursuant to Board directives. Member committees may advise the Board as specified in the individual committee Purposes and Objectives, but shall not implement any recommendations or undertake any operations beyond their advisory role without the express approval of the Board.
3. Duration: Every committee shall exist until the time that a majority vote by the Board dissolves the committee.
4. Makeup: The specific number of committee members for each committee is set forth below. Each member shall serve from the time he/she is appointed by the Board until the time that he/she resigns, or is terminated by a majority vote of the Board. Committee appointments and terminations shall be recorded in the Association minutes. Records of committee membership shall be kept current and shall be maintained as Association records.
All committee members must be owners of real property within HPMA’s jurisdiction; however, the Board may appoint persons as honorary members, without affecting the composition or quorum of a committee, and without regard to whether such persons are members of HPMA.
Honorary members may attend and speak at committee meetings, but may not vote, make motions, or otherwise engage in the parliamentary proceedings of a meeting.
a. Finance/Long Range Planning Committee – minimum of five (5) committee members; maximum of nine (9) committee members.
b. Moorage Committee – minimum of five (5) committee members; maximum of seven (7) committee members, with said minimum and maximum numbers not including two (2) designated alternate members who shall fill any moorage committee vacancy and who shall also participate as a committee member (including voting) in the absence of any committee member.
c. Island House Committee – minimum of three (3) committee members; maximum of nine (9) committee members.
d. Common Area Stewardship Committee – minimum of five (5) committee members.
e. (Amended October 2012, Amended May 2017) Fire Hazard Committee – minimum of five (5) committee members
f. Permit Review Committee shall consist of three (3) members, and up to three (3) alternates.
g. Recreation Committee shall consist of a minimum of 5 members.
h. (Amended April 2015) Newsletter Committee shall consist of at least 3 members.
i. (Amended July 2014) Ad Hoc Research and Advisory Committee shall consist of a minimum of one (1) member and may consist of as many members as the Board deems necessary based on tasks imposed upon the committee at any particular time and as specified in the associated Board resolution; committee members shall be appointed for limited terms based on their willingness and ability to research and provide information to the Board on specific assigned subject matter, and shall serve until the time that such membership is terminated, whether by the Board based upon project completion or for any other reason with or without cause, or by committee member resignation.
j. (Added May 2017) Emergency Preparedness Committee - minimum of (5) committee members; maximum of 13 committee members.
5. Committee Operating Procedures:
a. Equal vote: Every committee member shall have an equal vote with respect to votes taken by the member’s respective committee.
b. Committee Chairman: The Board shall designate one committee member as committee chairman, and the chairman shall be responsible for general committee administration. The Board may consider a recommendation for committee chairman approved by the vote of the majority of the respective committee, and may accept or reject said recommendation. The committee chairman shall have an equal vote as a member of the committee.
c. Committee Meetings: Member committees may establish their own meeting schedules. Said schedules, including meeting place and time, shall be set forth in written form and shall be maintained as an Association record. The meeting schedule established by the committee shall be available as an Association record not less than fourteen (14) days prior to the committee meeting, and said meeting schedule shall not be changed except by majority vote by the committee. Any meeting schedule change shall be made available as an Association record not less than five (5) days prior to the next committee meeting.
d. Special meetings of the committee shall be called by the committee chairman as the chairman deems necessary, or by the committee chairman upon receipt of a request by the majority of the members of the committee. Special committee meetings require notice to all committee members and notice posted at the Association’s registered office five (5) days prior to the meeting. Notice shall be in writing or other form expressly agreed to by the recipient committee member, and shall state the date, time, place and purpose of the special meeting.
e. Committee Meeting Participation: All committee members present in person or by conference telephone or similar communication method shall be eligible to cast a vote on any issue presented. Such presence of a simple majority of committee members shall constitute a committee quorum for voting purposes. Of the quorum present at the meeting, a simple majority vote of members present shall constitute the committee decision. Committee meetings shall be open for observation by all Association members. If the committee chair, in his/her sole discretion, opts to open a committee meeting to participation by non-committee members (for example, public comment), opportunity for participation shall be afforded on an equal basis to all HPMA members opting to participate.
f. Unless otherwise specified herein, member committees shall follow the operating procedures applicable to meetings of Directors set by Bylaws Art. V.
6. Committee-Specific Purposes and Objectives:
a. Finance/Long Range Planning Committee – The primary purpose of the Finance Committee shall be to advise the Board regarding development and monitoring of all financial practices and plans for HPMA, including but not limited to advising the Board regarding operating budgets and capital budgets. In fulfilling these responsibilities, the Committee shall:
In fulfilling these responsibilities, the Committee shall, among other things:
1. Receive and review input from all property owners, committees, board members and staff who chose to submit input regarding projected needs of the Association.
2. Recommend to the Board of Directors major priorities after applying a priority-setting process that includes the use of preliminary cost estimates.
3. Work with HPMA staff and the Treasurer, to develop draft operating and capital budgets with funding recommendations to present for Board action and Lot owners’ approval where appropriate.
4. Prepare/update draft long-range plans for the preservation, major maintenance needs (not day-to-day maintenance), and enhancement of capital assets at Hartstene Pointe and present the draft plans to the Board for consideration.
5. Participate in periodic reviews of financially-related plans and submit recommendations to the Board of Directors for consideration and action.
6. Review the Treasurer’s reports and provide comments to the Board of Directors as deemed appropriate.
7. Make recommendations to the Board of Directors regarding appropriateness of financial review versus full audit on an annual or special needs basis.
8. Perform other advisory tasks per Board directive, including draft document preparation for Board review and preparation of comments and/or recommendation on issues as assigned.
b. Moorage Committee – The primary purpose of the Moorage Committee shall be to perform duties as assigned by the Board, including but not limited to:
1. Evaluating the HPMA Marina facilities.
2. Developing an annual budget, for Board consideration and action.
3. Developing recommendations for repairs and upgrades for Board consideration and action.
4. Developing operating policies and procedures for Board consideration and action.
5. Preparing reports and recommendations to the Board for consideration and action.
6. Receiving information submitted by the membership and others regarding Marina issues, and forwarding the same for review by the Board along with recommendations for Board consideration and action.
c. Island House Committee – The primary purpose of the Island House Committee shall be to perform duties as assigned by the Board, including but not limited to:
1. Developing draft recommendations regarding Island House assessments for Board consideration and action;
2. Developing draft recommendations regarding Island House maintenance policies and procedures for Board consideration and action;
3. Receiving information submitted by the membership and others regarding Island House Issues, and forwarding the same for review by the Board along with recommendations for Board consideration and action;
4. Developing draft reports of recommended maintenance needs, budget requirements, and other relevant issues for review and action by the Board;
5. Acting to ensure that the Board remains informed of relevant Island House issues.
d. (Amended December 2012) Common Area Stewardship Committee – In order to promote community stewardship of our common area natural spaces, the primary purpose of the Common Area Stewardship committee shall be to advise the Board on issues affecting the common area and engage owners in board-approved projects and practices that promote the preservation and enjoyment of our natural spaces. In fulfilling these responsibilities, the Committee shall, among other things:
1. Develop common area projects aimed at maintenance and conservation of the natural resources of Hartstene Pointe, and are consistent with board-approved goals. Focus primarily on common area projects for replanting and erosion prevention, preservation of the common area, storm water management, and habitat enhancement. Work with Safety & Fire Hazard Committee on fire safety and prevention projects, and with Hartstene Pointe Water-Sewer District Commissioners on projects relating to common area storm water management/aquifer replenishment and related matters. Projects may be proposed to the committee by owner/s, manager, board members, and/or other committee member/s.
2. Develop and submit for board review a general set of guidelines for such common area projects based on board-approved objectives, including expected benefit to owners, cost, and methods for evaluating project outcomes, and consultant recommendations, if any.
3. Evaluate proposed projects against these criteria, and submit recommendations to the board regarding the appropriateness and priority of each proposal.
4. For specific projects, work with the general manager to provide implementation plans, including objectives, cost, specific activities, time-lines, labor, and other resources needed (including volunteer and staff time), method for evaluation, etc. (Any hiring of outside consultants or vendors must be approved by the board on a project-by-project basis.) Submit proposed plan to board for approval.
5. Implement board-approved projects with assistance of owners and/or staff.
6. Assist in the evaluation of project outcomes, as requested by the board.
7. Work with the general manager and board to develop a process to engage community members in ongoing interest in common area conservation projects.
e. (Amended October 2012, May 2017) Fire Hazard Committee – The primary purpose of the Safety and fire Hazard Committee shall be to perform duties as assigned by the Board, including but not limited to:
1. (Amended May 2017) Providing fire safety reports and recommendations to the Board for Board consideration;
2. (Amended May 2017) Receiving information submitted by the membership and other third parties regarding fire safety issues, and forwarding the same for review by the Board along with recommendations for Board consideration and action;
3. Developing draft policies and procedures as appropriate for Board review and action;
4. Coordinating with the Pointe Manager and Patrol Officer pursuant to specific directives by the Board.
5. Maintaining our membership as a Firewise community.
6. Developing and implementing fire safety procedures as appropriate for our locality and fire hazard conditions.
7. Develop community education and awareness activities.
f. (Amended June 2013) Permit Review Committee – The primary purpose of the Permit Review Committee shall be to recommend to the Board suitable actions relating to the enforcement of the CC&Rs (architectural controls, building restrictions, land use restrictions) in accordance with applicable Rules & Regulations and County Ordinances; and to perform duties as assigned by the Board, including but not limited to:
1. Consistent processing of applications with established posting and communication procedures;
2. Evaluating owner permit applications for new building and exterior alterations, maintenance and repair;
3. Evaluating owner permit applications for tree and brush cutting and trimming pertaining to (or for the purpose of) home safety, daylight improvement, satellite signal windows, and view corridor
maintenance, to assure compliance with HPMA and Mason County regulations;
4. Evaluating and processing other owner activities that may require a permit;
5. Instructing and monitoring, as necessary, the tree trimmers and cutters relative to specific approved permit requirements and related HPMA policies as needed;
6. Holding permit-required owner and contractor meetings and processing paperwork for construction work on owner structures, and monitoring work progress for general rule compliance;
7. Providing PRC-related appeal support when requested by the Board;
8. Maintaining permit applications supply and updating for owner use at the office and on-line.
g. Recreation committee -- The primary purpose of the Recreation Committee shall be to perform duties as assigned by the Board, including but not limited to:
1. Evaluation of Recreational operations and facilities, including but not limited to compliance with all applicable regulations, insurance requirements, maintenance requirements, potential improvements, and daily management requirements, and providing related information and recommendations to the Hartstene Point Manager and the Board for consideration and action.
The committee’s jurisdiction will include all aspects of recreation, such as swimming, tennis, basketball, pickle ball, Pea Patch, 4th of July activities, clubhouse recreational facilities, fitness center, picnic areas, and any other recreational activities that exist or might arise.
2. Receiving information submitted by the membership and other third parties regarding Recreational related issues, and forwarding the same for review by the Hartstene Point Manager and the Board along with recommendations for Board consideration and action.
3. Develop draft documents such as policies and procedures for Recreational operations, for consideration and action by the Board.
h. (Amended February 2015) The Newsletter Committee --The primary purpose of the Newsletter Committee shall be to perform duties as assigned by the BOD, including but not limited to:
1. Publication of a newsletter within policy guidelines, Policy 1.01 Communications.
2. Coordinate with the Manager concerning organization of the mailings.
3. Notify Committee Chairs, Manager, BOD President and others as needed of deadlines.
4. Notify within allotted budget.
i. (Amended July 2014) Ad Hoc Research and Advisory Committee -- The primary purpose of the Ad Hoc Research and Advisory Committee shall be to perform duties as assigned by the Board, including but not limited to:
1. Research assigned topics as assigned by the Board, including but not limited to issues regarding formation of policies, rulemaking, researching and evaluating various matters, and other specific tasks clearly defined by Board action and not otherwise assigned to other
j. (Added May 2017) Emergency Preparedness Committee - The primary purpose of this committee is to research and define an Emergency Operating Plan (EOP) adapted specifically for Hartstene Pointe based on FEMA Community Emergency Response Team (CERT) guidelines and to advise the Board on steps for implementing such an emergency plan.
In order to fulfill this responsibility, the Committee shall, among other things:
1. Communicate regularly with Hartstene Pointe membership on their responsibilities for emergency preparation.
2. Provide opportunities for volunteers to train for specific that might be needed in an emergency.
3. Make recommendations to the Board regarding coordination of preparations and activities before and during an emergency.
4. Recommend the set up and maintenance of a command center for use during an emergency including radio equipment and group supplies. Recommend protocols for water protection, sewage control, search and rescue, triage, evacuation, and other community support efforts.
5. Make budget recommendations to the Board of Directors to implement and sustain the Hartstene Pointe Emergency Operating Plan.
BOOKS AND RECORDS
In accordance with RCW 64.38.045(2), books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Covenants administered by the Association, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any Member at the business office of the Association. Charges for cost and copies will be posted.
1. As more fully provided in the pertinent covenants, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within 30 days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 9% per annum, and the Association may bring an action at law against the property; and interest, costs, and reasonable attorney fees in any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessment provided for herein by nonuse of the Common Area or abandonment of her/his lot.
2. (Amended April 2012) Annual Assessments are due January 1st of each year. Special Assessments are due after membership approval, on a date determined on the advice of the Treasurer, by the Board of Directors. Payments may be made annually or quarterly. Annual payments will not incur interest charges if paid on or before January 31st of the year for which the assessment is due. Special Assessments paid on an annual basis will not incur interest charges if paid on or before the last day of the month in which the special assessment is due as determined by the Board of Directors. If a property owner wishes to pay assessments on a quarterly basis, the quarterly amount due will not incur interest charges if paid within 30 days of the due date. This additional time for payment without penalty is a “grace period” and does not change the original due date. HPMA computes quarterly payments as one-fourth (1/4 or 25%) of the total annual payment.
3. (Amended April 2012) Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within 30 days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 9% per annum, and the Association may bring an action of law against the property; and interest, costs and reasonable attorney fees in any such action shall be added to the amount of such assessment. At a minimum, these costs shall include a $25 fee. No owner may waive or otherwise escape liability for the assessment provided for herein by nonuse of the Common Area or abandonment of his/her lot.
4. (Amended April 2012) At least annually, the Association shall prepare or cause to be prepared, a professional, independent review of a financial statement of the Association. The financial statement shall be audited at least annually by an independent certified public accountant, but the audit may be waived if sixty seven percent (67%) of the votes cast by owners, in person or by proxy, at a meeting of the Association at which a quorum is present, vote each year to waive the audit.
1. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control and in the case of any conflict between the Covenants and these Bylaws, the Covenants shall control.
2. The accounting year of the Association shall be the calendar year, provided that if a different accounting year is at any time selected for purposes of federal income taxes, the accounting year shall be the year so selected.
3. The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing such notices as may be required by law, and the registered agent shall have a business office identical with such registered office. Any change in the registered agent or registered office shall be effective upon filing such change with the Office of the Secretary of State of the State of Washington, unless a later date is specified.
INDEMNIFICATION OF DIRECTORS, OFFICERS, COMMITTEE MEMBERS, EMPLOYEES & OTHER AGENTS
1. Directors, Officers & Committee Members. The Association shall indemnify its Directors, officers and duly appointed committee members to the fullest extent permitted by the Washington Nonprofit Corporation Act ("Act"), as the same exists or may hereafter be amended (but, in the ease of alleged occurrences of actions or omissions preceding any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than the Act permitted the Association to provide
prior to such amendment).
2. Employees and Other Agents. The Association shall have power to indemnify its employees and other agents as set forth in the Act.
3. No Presumption of Bad Faith. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contenders or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed, in the case of conduct in the person's official capacity, the person's conduct was in the Association's best interests, and in all other cases, the person's conduct was at least not opposed to the Association's best interests, and with respect to any criminal proceeding, that the person had reasonable cause to believe that the conduct was lawful.
4. Advances of Expenses. The expenses incurred by a Director, officer or committee member in any proceeding shall be paid by the Association in advance at the written request of the Director, officer or committee member, if the Director, officer or committee member:
(a) furnishes the Association a written affirmation of such person's good faith belief that such person is entitled to be indemnified by the Association; and
(b) furnishes the Association a written undertaking to repay such advance to the extent that it is ultimately determined by a court that such person is not entitled to be indemnified for the expenses and without regard to the person's ultimate entitlement to indemnification under this Bylaw or otherwise.
5. Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Association and the Director, officer or committee member who serves in such capacity at any time while this Bylaw and relevant provisions of the Act and other applicable law, if any, are in effect. Any right to indemnification or advances granted by this Bylaw to a Director, officer or committee member shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if
(a) the claim for indemnification or advances is denied, in whole or in part, or
(b) no disposition of such claim is made within ninety (90) days of request therefore.
The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting a claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition when the required affirmation and undertaking have been tendered to the Association) that the claimant has not met the standards of conduct which make it permissible under the Act for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors, independent legal counsel or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Association (including its Board of Directors, independent legal counsel or its members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
6. Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of Members or disinterested Directors or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding office. The Association is specifically authorized to enter into individual contracts with any or all of its Directors, officers, employees, or agents respecting indemnification and advances, to the fullest extent permitted by the law.
7. Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a Director, officer, committee member, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
8. Insurance. To the fullest extent permitted by the Act, the Association, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.
9. Amendments. Any repeal of this Bylaw shall be prospective only and no repeal or modification hereof shall adversely affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any officer, Director, committee member, employee or agent of the Association.
10. Savings Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, the Association shall indemnify each Director, officer, committee member, employee or other agent to the fullest extent permitted by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.
11. Certain Definitions. For the purposes of this Bylaw, the following definition shall apply:
(a) "Association" includes any successor entity of the Association in a merger, dissolution or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
(b) "Director means an individual who is or was a Director of the Association or an individual who, while a Director of the Association, is or was serving at the Association's request as a Director, officer, committee member, employee, or agent of another foreign or domestic corporation, association, partnership, joint venture, trust, employee benefit plan, or other enterprise. A Director is considered to be serving an employee benefit plan at the Association's request if the Director's duties to the Association also impose duties on, or otherwise involve services by, the Director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a Director.
(c) "Expenses" include attorney fees.
(d) "Official capacity" means:
(i) when used with respect to a Director, the office of Director in the Association; and
(ii) when used with respect to an individual other than a Director, as contemplated in the Act, the office in the Association held by the officer, committee Member or the employment or agency relationship undertaken by the employee or agent on behalf of the Association. "Official capacity" does not include service for any other foreign or domestic Association or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
(e) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
ARTICLE V, Section 1; Amended July 2010
ARTICLE V, Section 2; Amended April 2010
ARTICLE V, Section 3; Amended February 2010
ARTICLE VI, Section 1, paragraph h; Amended April 2010
ARTICLE IX; Replaced July 2010, Amended May 2017
ARTICLE 11, Section 4; Amended August 2011
ARTICLE XI, Sections 2-4; Amended April 2012
ARTICLE VI, Section e (i), (ii); Amended August 2012
ARTICLE IX, Section 5; Amended August 2012
ARTICLE IX, Section 4e and 6e; Amended October 2012
ARTICLE IX, Section 1, 4d and 6d; Amended December 2012
ARTICLE IX, Section 6f; Amended June 2013
ARTICLE IX, Sections 1, 4h, 6h; Amended July 2014
ARTICLE IX, Section 4h; Amended February 2015
ARTICLE IX, Section 5h; Amended April 2015