The Orchards Homeowners Association
Bylaws
Article I
Definitions
1.01
Nature of Bylaws.
The following paragraphs contain provisions for the regulation and management of The Orchards Homeowners Association, a nonprofit corporation organized and operating under the laws of the State of Washington, hereinafter referred to as “Association”.
1.02
Remedies.
All persons subject to these Bylaws shall have the enforcement remedies described in the Declaration.
Article II
Membership Meetings
2.01
Annual Meeting.
There shall be at least one meeting annually. The first annual meeting of the members shall be held within one year of the date of incorporation of the Association. Except for the initial meeting, the annual meeting of the association shall be held at a time and place designated by the Board of Directors. In the event such annual meeting is omitted by oversight or otherwise, it may be held at a subsequent special meeting called in accordance with the provisions of these Bylaws and the laws of the State of Washington, and any business transacted or elections held at such meetings shall be valid as if transacted or held at the annual meeting.
2.02
Notice.
The Board or its delegates shall give to the members a notice of the annual meeting not less than ten (10) days nor more than fifty (50) days prior to the date fixed for the meeting. The notice shall be sent and addressed in the manner set forth in Section 3.08.
2.03
Special Meeting.
Special meetings of the membership of the Association may be called from time to time at the discretion of the President, a majority of the Board of Directors, or the members having twenty percent (20%) of the total votes. Written or printed notice stating the place, day, hour, and purpose for which the meeting is called shall be personally delivered or mailed to each member’s last known address not less than ten (10) nor more than fifty (50) days before the meeting at the direction of the president or secretary. No business shall be transacted at a special meeting excepts as stated in the notice, unless by consent of four-fifths (4/5) of the members present, in person or by proxy.
2.04
Conduct of Meeting.
The president of the corporation shall preside at all meetings of the members, and the secretary of the corporation shall record the minutes of all such meetings.
2.05
Quorum. Amended December 5, 2006 by the Board of Directors to be: At any meeting of the membership of the corporation, the presence of the voting members entitled to vote, or the proxies entitled to vote, thirty four (34%) percent of the total votes of the Association shall constitute a quorum. The act of a majority of the members present shall be the act of the membership, provided a quorum is met, unless a greater number of votes is required by the Declaration, Articles of Incorporation or these Bylaws, in which case said required number of votes must be cast to be the act of the membership.
Amended January 11, 2014 by the Board of Directors re: Quorum: That in the mailing of the annual letter, we notify the membership that we are having the meeting and are going to be voting on an issue(s) which require a 34% participation. We would ask them to send in their vote pertaining to the issue(s) to be decided on by
a date one week before the annual meeting. In cases where we do not receive the 34% membership feedback, the vote of those members present at the annual meeting will serve as a majority vote.
2.06
Voting.
Each member of the Association shall be entitled to one (1) vote in person or by proxy for each Lot owned by said Member. If a person owns more than one Lot, he or she shall have votes for each Lot which he or she owns. Votes allocated to a Lot may be cast pursuant to a proxy duly executed by the Lot Owner.
A proxy is void if it is not dated or purports to be revocable without notice. Unless stated otherwise in the proxy, a proxy terminates eleven (11) months after its date of issuance. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his/her/its Lot.
Article III
Board of Directors
3.01
Qualification and Number.
The Board of Directors shall consist of five (5) persons, so long as there are always at least three (3) directors and shall be a member of the Association. So long as there are a minimum of three (3) directors, the number of directors may at any time be increased or decreased by the members by amendment to these Bylaws at any annual, regular, or special meeting.
3.02
Election.
Subsequent to the election of the initial board by the members, each year thereafter the directors shall be elected by a vote of the membership at the annual meeting of the membership as provided herein. Voting for the election of directors shall be by ballot unless otherwise directed by the Board of Directors. Each member shall have the right to vote for as many persons as there are directors to be elected, but no member shall be entitled to cumulate votes.
3.03
Term.
Directors shall hold offices for three (3) years or until their successors shall have been elected and qualified, unless sooner removed as provided in these Bylaws. The initial Board of Directors shall determine whether each shall serve a one, two, or three year term so as to effect expiration of the terms of the appropriate member of the board of directors at the time of the next annual meeting. At the expiration of each initial term of office, the members shall elect a successor director for a three (3) year term. Any director may be elected to serve an additional term or terms.
3.04
Resignation.
Any director may resign at any time by giving written notice to the corporation, the Board of Directors, the president or the secretary of the corporation. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon its acceptance by the Board of Directors.
3.05
Removal.
A director may be removed at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the votes cast by the members having voting rights with regard to the election of any director, represented in person or by proxy at a meeting of the members at which a quorum is present. Notice stating that a named director shall be considered for removal and the cause, if any, for such removal must be mailed to the director prior to a duly called meeting of the board of directors at the same time and in the manner prescribed for the notice of the meeting.
3.06
Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the remaining Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor. A vacancy among the Board of Directors shall be deemed to exist upon death, resignation, or removal of a director.
3.07
Meetings.
The Board of Directors shall hold no less than two (2) scheduled meetings per year one of which shall occur immediately after the annual meeting of the members. The dates of the meetings shall be established at a meeting of the Board prior to the annual meeting. The established dates will be announced at the annual membership meeting. The meetings shall be held at such place as the Board may direct. The president, or the vice president in the president’s absence, shall call meetings of directors to order and shall act as chair of such meetings. The secretary shall record the minutes of the meeting. Roberts Revised Rules of Order shall govern all meetings of the directors and any of its committees unless in conflict with the laws of the state of Washington or the Articles of Incorporation or the Bylaws of the corporation.
Special Board meetings may be called by the president or any one (1) director.
3.08
Notice of Meetings.
Notice of each meeting of directors and of any special Board meeting stating the place, day and hour of such meeting and, if such meeting is a special meeting, the purpose for which such meeting is called shall be given to each director prior to the date of the meeting. Notice shall be given by the secretary personally, by telephone or by mail. Notice by mail shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the director’s last known address. Attendance of a director at a meeting shall constitute a waiver of notice, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Directors may waive notice of meetings, and written of notice executed either before or after the meeting shall be sufficient. Any adjournment or adjournments of a Board meeting to another time and place may be held without new notice being given.
3.09
Quorum.
A majority of the number of directors present at the beginning of the meeting shall constitute a quorum for the transaction of business. The act of the majority shall be the act of the Board of Directors where a quorum exists. If there shall be less than a quorum present, those present may adjourn the meeting from time to time without notice other than by announcement at the meeting. At any subsequent meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
3.10
Voting.
Each member of the Board of Directors shall possess one (1) vote in matters coming before the Board. A director may vote only in person and not by proxy.
3.11
Action Without a Meeting.
Any action which must or may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Such consent shall have the same effect as a unanimous vote.
3.12
Powers and Duties.
The business and affairs of The Orchards Homeowners Association shall be managed by the Board of Directors. The Board of Directors shall have power to:
(a)
Adopt and publish rules and regulations governing the use of particular area(s) (and facilities, if any), within the Properties and the personal conduct of the members, their tenants, and their guests thereon and to establish penalties for the infraction thereof;
(b)
Suspend, after notice and a hearing, the membership of a Lot Owner during any period in which such members shall be in default in the payment of any assessment or charge levied by the Association. Such rights may also be suspended, after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;
(c)
Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;
(d)
Employ a manager and independent contractor or such other employees as they deem necessary, and to prescribe their duties.
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 members, or at any special meeting when such statement is required in writing by one-fourth (1/4) of the members who are entitled to vote;
(b)
Supervise all officers, agents and employees of this corporation; and to see that their duties are properly performed;
(c)
As more fully provided in the Declaration, to:
(1)
At such time as the Association commences fixing assessments, fix the amount of the general annual assessment against each lot not less than sixty (60) days in advance of the beginning of each fiscal year; fix all assessments, utility charges, reasonable reserves and reserve funds and such other assessments and charges as are described in the Declaration;
(2)
Send written notice of each assessment to every owner subject thereto in advance of each assessment, together with the due date thereof, and collect said assessments when due; and
(3)
Foreclose the lien against any individual Lot or Lots, bring an action against the Owner personally obligated to pay the same, accelerate assessments or otherwise exercise the rights accorded the Board with respect to collection of assessments in the Declaration or otherwise by law, in the event any assessments or charges are not paid within thirty (30) days after due date.
(4)
Impose and levy reasonable fines in accordance with an established schedule adopted by the board of directors and furnished to the owners for violation of the covenants, bylaws, rules, and regulations of the association. Amendment. December 2010: The HOA board will deliver warnings concerning noise ordinance violations with written complaint from a home owner. The HOA board can send a fine concerning noise ordinance violations only after receiving written proof that the City of Cheney Police were contacted concerning the violation.
(d)
Issue or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment or other charges have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment or other charges have been paid, such certificate shall be conclusive evidence of such payment;
(e)
Procure and maintain adequate liability and hazard insurance on common property of the Association and such other insurance as it deems appropriate;
(f)
Cause all officers or employees having fiscal responsibilities to be covered by fiduciary coverage or be bonded, as it may deem appropriate;
(g)
Cause the Common Property, as defined in the Declaration, and other areas as set forth in the Declaration to be maintained, repaired and replaced;
(h)
Exercise architectural control as described in the Declaration;
(i)
Perform such other duties as authorized or required by the Association, the Declaration, and Washington General law.
3.15
Loans.
No loans shall be made by the Association to any director.
Article IV
Officers
4.01
Qualification.
All officers shall be members of the Association. Amended 11-08-11. Volunteers to the Board of the Homeowner’s Association must be in good standing with all current HOA dues, fines and fees paid.
Amended 12-10-13 to read: If a qualified homeowner cannot be found to fill a Board position, the Board may ask a qualified resident, renter of the Orchards to fill the position, or the Board may contract out to a qualified person from outside the Orchards to fill the position (See Article III, 3.12 (d).
4.02
Officers.
The officers of the corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and Architectural Liaison person. The Board of Directors may, by resolution, combine the officer positions for secretary and treasurer.
4.03
Election and Term of Office.
Officers shall be elected by a majority vote of the homeowners (provided a quorum is met) at the Annual Meeting of the membership as provided herein. Each officer will serve a one (1) year term, but may serve a maximum of three (3) years.
4.04
Powers and Duties of Officers.
A.
President.
The president shall supervise all activities of the Association; execute all instruments in its behalf, except those noted in subparagraph C., unless otherwise limited by resolution of the Board of Directors; preside at all meetings of the Board of Directors and of the membership of the Association; call such meetings of the membership as may be deemed necessary, other than the annual meeting of the membership; and perform such other duties usually inherent with such office.
B.
Vice President.
The vice president shall perform all the duties of the president in his absence and such other duties as the Board directs. The Board of Directors may vest in the vice president such powers as the Board deems appropriate, by resolution.
C.
Secretary.
The secretary shall keep accurate minutes of all meetings; shall attend to the giving and serving of all notices of the corporation; shall have custody of all the original records, papers, files and books of the corporation (except books of account and valuable papers properly in the custody of the treasurer); shall attest all instruments in writing executed in the name of the corporation and requiring the secretary’s signature; shall obtain and have available at all times the names and addresses of the members of the Architectural Committee, and shall provide said information to any member upon their written or oral request; and, in general, shall perform all the duties incident to the office of secretary and such other duties as the president and/or Board of Directors shall designate.
D.
Treasurer.
The treasurer shall receive and be accountable for all funds belonging to the Association; pay all obligations incurred by the Association when payment is authorized by the Board of Directors; maintain bank accounts and depositories designated by the Association; and render periodic financial reports; cause, if requested by Owners holding two-thirds (2/3) of the voting power of the Association, an audit of the Association books to be made by a certified public accountant at the completion of a fiscal year, the cost of which will be assessed equally among all members. All checks, drafts, notes or other obligations for the payment of money shall be signed by the treasurer and/or such other officer as designated by the Board of Directors.
E. Architectural Liaison. Amendment January 2011. The Architectural Liaison will be responsible for distribution and evaluation of approval forms for any addition and/or change to a residential property. This Board member, under the rules and regulations of the Bylaws, will approve or deny any of the above said changes.
4.05
Removal.
Any officer may be removed at any time by action of a majority of the Board of Directors present at a special meeting called for such a purpose, provided a quorum is met.
4.06
Vacancies.
Any vacancy among the officers of the corporation because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
4.07
Resignation.
Any officer may resign at any time by giving written notice to the Board of Directors, the president or the secretary of the corporation. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon its acceptance by the Board of Directors.
4.08
Delegation.
If any officer of the Association is absent or unable to act and no other person is authorized to act in such officer’s place, by the provisions of these Bylaws, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or any other person it may select.
Article V
Committees
5.01
Creation.
The Board of Directors, by majority vote, may designate and appoint one (1) or more committees as it shall see fit.
5.02
Powers and Duties.
Such committees shall have and exercise the authority of the Board of Directors, under the direct supervision of the president and the Board of Directors, in the management of the Association. No such committee shall have the authority with reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member, director or officer; amending the Articles of Incorporation; or other action required to be approved by the members or the Board of Directors or officers.
5.03
Compensation.
No compensation shall be paid to directors or officers of the Association. Amendment: As of the January meeting of 2008, the Homeowners dues of the Board members shall not be collected in recognition of their service on the Board. If a board member is removed from office or resigns, the remainder of that homeowner’s yearly dues must be paid from that point forward. However, the Board of Directors may reimburse directors, officers and members for reasonable expenses actually incurred in carrying out assigned duties. Any payments made to a director, officer or other member of the Association for any expense incurred by a director, officer or other member of the Association which shall be determined to be unreasonable, in whole or in part, by the Internal Revenue Service shall be reimbursed by such director, officer or member to the corporation to the full extent of such determination of unreasonableness. It shall be the duty of the Board of Directors to enforce repayment of such amount.
Article VI
Books and Records
The Association shall keep accurate and complete books and records of account and shall keep minutes of the proceedings of its members, if any, the Board of Directors, and committees, if any. All books and records of the Association may, upon request and during reasonable business hours, be inspected by any member or director or any proper purpose. The Declaration, Articles of Incorporation, Bylaws and any rules or regulations promulgated, together with such other items as are required by law, shall be available for inspection by any member at the principal office of the Association. The Board by rule from time to time may set reasonable charges for copies of instruments, preparation and recording of amendments, statements as to unpaid assessments and similar services permitted or required by the Declaration, Articles, Bylaws, or general Washington law. The books and records of the Association shall be on a calendar year.
Article VII
Assessments
As more fully provided in the Declaration, each member is obligated to pay the Association annual and special assessments and charges. These assessments and charges are secured by a continuing lien upon the property against which the assessments and charges are made. Any assessments or charges which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear late charges Revision. 06-15-2011: of $25.00 per month. After no more than three months in arrears (90 days), the account can/will be turned over to a collection agency, and the Association may bring an action at law against the owner personally obligated to pay the same or foreclose the lien against the property, or exercise such other rights as are provided in the Declaration or by law generally, and interest costs and reasonable attorney’s fees of any such collection or action shall be added to the amount of such assessment and/or charge. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Properties or abandonment of his or her Lot.
Article VIII
Waiver of Notice
Whenever any notice whatsoever is required to be given by these Bylaws or the Articles of Incorporation or any of the nonprofit corporation laws of the state of Washington, 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 equivalent to the giving of such notice for all purposes.
Article IX
Amendment
These Bylaws may be altered, amended or repealed by a majority vote of the Board of Directors (provided a quorum is met) in a special meeting called for the purpose; provided, that the Board shall not approve any such alteration, amendment or repeal that would be inconsistent with or contrary to the rights of members or first mortgagees under the Declaration.
Article X
Rules and Regulations
10.01
Condition and Repair.
No building or structure upon any Lot covered by this Declaration shall be permitted to fall into disrepair, and each such building and structure shall at all times be kept in good condition and repair.
10.02
Use of Property.
No portion of the Common Area, or any Lot or any structure thereon shall be used for the conduct of any trade or business or professional activities. Noxious or undesirable acts or undesirable use of any portion of the Property, including (but not limited to acts or uses causing noise which interfered with the peaceable enjoyment of neighboring properties) is prohibited and shall not be permitted. Lot owners are responsible for the compliance of their tenants and guests in regards to rules and regulations of The Orchards. In the event of non compliance by tenants and or guests the lot owners will be subject to the associated remedy. Amendment. December 2010: The HOA board will deliver warnings concerning noise ordinance violations with written notification from the home owner. The HOA board can send a fine concerning noise ordinance violations only after receiving written proof that the City of Cheney Police were contacted concerning the violation.
10.03
Garbage Disposal.
All refuse, garbage and trash shall be kept at all times in covered containers, which shall be kept and maintained within the enclosed structure of the garage, or appropriately screened from view behind a fence or behind the house, except when necessarily placed for pick up by garbage removal services. Revision 03-08-11. Garbage cans must be put away within 24 hours of garbage collection. No lumber or scrap, refuse, trash or other materials shall be kept, stored or allowed to accumulate on any Lot. There is absolutely no dumping of any kind on vacant lots or in common areas.
The Architectural Control Committee and/or Association through its agents shall have the right to enter upon any vacant Lot for the purpose of removing weeds, brush, growth or refuse, and charge the cost thereof to the Owner and which shall become a Limited Assessment against the Lot.
10.04
Animals.
No animals, livestock or poultry of any kind shall be raised, bred or kept on any Lot except that dogs, domestic cats or other household pets may be kept for an Owner’s personal use, provided:
(a)
Such animals are not bred or maintained for any commercial purpose.
(b)
Dogs and cats shall be limited to two (2) per household.
(c)
Any such household pets shall be properly restrained and controlled at any time they are within the Project.
(d)
Any kennel for animals which is constructed or maintained on any Lot, shall be (1) screened from view so as not to be visible from anywhere within the Project and in a location and of construction approved by the Architectural Control Committee; (2) located and maintained in a manner to avoid any endangerment of or nuisance to, adjacent Lot Owners; and (3) maintained in a clean, odor free and insect free manner.
(e)
The Owner is responsible to cleanup after their animal’s deposits on any property within the Project.
(f)
Notwithstanding the foregoing, household pets shall not be kept which unreasonable bother or constitute a nuisance to Owners of other Lots.
10.05
Landscaping.
Prior to landscaping upon any Lot, the Owner shall submit a landscaping plan to the Architectural Control Committee for approval.
(a)
Within 6 months following initial occupancy of the dwelling structure, weather permitting, each Lot shall be improved with front yard landscaping, including watering systems, specified in the plan approved by the Architectural Control Committee, and back yard completion must take place within 12 months after occupancy.
(b)
All yard areas shall be landscaped, sodded or seeded and maintained in a professional manner and in accordance with an approved landscaping plan.
Amendment adopted by homeowners January 9, 2016: Lawns will be watered and
mowed weekly. Should mandatory watering restrictions be put in place, homeowners
may allow their grass to go dormant; they cannot, however, let the grass die and yard area turn to dirt and weeds. The lawns will still need to be mowed periodically
(vegetation NTE 4”) to keep any weeds that take over the lawn cut down. Common weeds like dandelions and those noxious weeds shown in the Washington State Noxious Weed Control Publication must be mowed down when they get 4” high so that they do not bloom or produce seeds. This applies to all yards, beds and gravel areas on the lot. If the property is not maintained, the Board will contact the homeowner via certified letter, and if the issues are not resolved within seven (7) days, someone acting on behalf of the Homeowner’s Board may enter the property (see Article X, 10.03) and do the work needed to bring the property up to standards. The homeowner will be fined $50 per occurrence in addition to costs of resolution. Unpaid fines will be sent to collection.
(c)
The lot owner shall be required to plant and maintain grass in any and all grassy swales located on their Lots, including at the rear of any Lot, and such Lot Owner shall not allow any filled, grade changes, or floatable obstructions in the drainage area.
10.06
Sidewalks.
All sidewalks in the project must remain clear of any obstruction that prevents clear passage, i.e. basketball hoops, toys, etc. All Lot Owners are responsible to remove snow from the sidewalks in front or on the side of your property.
10.07
Vehicle Restrictions. REVISED: September 10, 2006 by the Board of Directors to be:
No campers, recreational vehicles, trailers, boats or motorcycles shall be parked upon any Lot unless fully enclosed in a garage or fenced or screened in a manner specifically approved for that Lot by the Architectural Control Committee, and shall not be parked on any street or Common Area within the Project. No snowmobiles, snow removal equipment, golf carts, semi-truck and/or trailer, maintenance equipment or similar equipment or vehicles, and non working or unlicensed or commercial vehicles or greater than three quarter ton in size and no junk cars or other unsightly vehicles shall be parked on any Lot at any time, unless fully enclosed in a garage on said lot and shall not be parked on any street. All other parking of equipment shall be prohibited, except as approved in writing by the Architectural Control Committee. No parking areas or driveways shall be constructed or maintained except as approved by the Architectural Control Committee. Parking bays or areas, or driveways, are prohibited in areas between side Lot lines and buildings or approved driveways unless specifically approved by the Architectural Control Committee.
The speed limit on all the private streets within the Project will be 20 miles per hour maximum in accordance to Washington State RCW 46.61.419 and will be enforced by the City of Cheney police department and/or the Orchards HOA.
Vehicle parking is prohibited in all posted fire lanes, both entrances, all sidewalks (must have a minimum of 4 feet clearance at all times), and all other marked or designated areas. All vehicles must be at least fifteen feet from a fire hydrant and fifteen feet from the corners of the streets. Non-compliance of the parking policy will result with vehicle citations, vehicle towing and/or property owner fines enforced by the City of Cheney police department and/or the Orchards HOA. The available parking areas are not to accommodate residential overflow of vehicles but are intended for guests and visitors. Use your garages and driveways. Vehicles are not allowed to hang over the driveways onto the sidewalks. Amendment approved by Homeowners January 9, 2016: Vehicles cannot be park permanently on the streets, more than 72 hours. If, during the winter they impede the snowplow, they will be tagged with a violation notice giving them 72 hours to remove the vehicle or the Association will have the vehicle towed and impounded at the owner’s expense.
10.08
Amendment. Approved by the Board of Directors, December 2010: It is possible to apply, directly to the HOA board, for a waiver of specific by-laws using the form entitled: "The Orchards Home Owners Association" by-law waiver.
