ECHO GLEN HOA - Amended & Restated Bylaws

ECHO GLEN HOMEOWNERS ASSOCIATION BYLAWS

TABLE OF CONTENTS

SECTION 1: PURPOSE PAGE 3

ALL CORPORATE POWERS PAGE 3

THE ECHO GLEN HOMEOWNERS ASSOCIATION PAGE 3

NONPROFIT ASSOCIATION PAGE 3

CONFLICT OF INTEREST PAGE 3

FISCAL YEAR PAGE 3

SECTION 2: REGISTERED OFFICE AND AGENT PAGE 4

SECTION 3: MEMBERSHIP, VOTING, MEETINGS
AND ADMINSTRATION PAGE 5
MEMBERSHIP PAGE 5

TRANSFER OF MEMBERSHIP PAGE 5
DUES AND ASSESSMENTS PAGE 6

LATE DUES PAGE 6

VOTING ELIGIBILITY PAGE 7

VOTING BY MAIL PAGE 7

VOTING BY ELECTRONIC MEANS PAGE 8

QUORUM PAGE 8

SECTION 4: MEETINGS OF THE MEMBERSHIP PAGE 8

ANNUAL MEETING PAGE 8

SPECIAL MEETINGS PAGE 9

ADJOURNED MEETINGS PAGE 9

SECTION 5: MANAGEMENT OF HOMEOWNERS ASSOCIATION PAGE 9

BOARD MEMBERS AND QUALIFICATIONS PAGE 9 ELECTION AND TERM OF OFFICE PAGE 9

DUTIES OF DIRECTOR PAGE 10

REMOVAL PAGE 10

VACANCIES PAGE 10

ORGANIZATIONAL MEETING PAGE 10

REGULAR MEETING PAGE 11

SPECIAL MEETINGS PAGE 11

QUORUM AND PROXIES PAGE 11

WAIVER OF NOTICE PAGE 11

SECTION 6: OFFICERS PAGE 11

DESIGNATION PAGE 11

ELECTION OF OFFICERS PAGE 11

TABLE OF CONTENTS CONTINUED

REMOVAL OF OFFICERS PAGE 12

PRESIDENT PAGE 12

SECRETARY-TREASURER PAGE 12

SECTION 7: AMENDMENTS TO BYLAWS PAGE13

SECTION 8: REGISTRATION OF MAILING ADDRESS
AND REQUIRED PROXIES PAGE 13

SECTION 9 RESERVE STUDY PAGE 14

SECTION 10 INSURANCE PAGE 15

SECTION 11 TEMPORARY ADOPTION DELETE PAGE 14

AMENDED AND RESTATED BYLAWS OF
THE ECHO GLEN HOMEOWNERS ASSOCIATION

1. PURPOSE

a. ALL CORPORATE POWERS shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of the board of directors of The Echo Glen Homeowners Association except as otherwise provided by the laws under which Pursuant to Articles of Incorporation dated November 4, 1991 and the Protective Covenants for the Homeowners Echo Glen Association (hereinafter referred to as the Declaration).

b. THE ECHO GLEN HOMEOWNERS ASSOCIATION shall do its best to serve the members of the Corporation and to follow the guidance of the City of Lacey in regards to the common areas known as the Wet/Dry pond and Greenbelt or Forested area.

c. NONPROFIT ASSOCIATION This corporation is organized as a non-profit corporation pursuant to RCW 24.03. Due to the non-profit status of the corporation, generation of revenue of any sort, other than donations, membership fees, charges or dues, or earned interest is precluded. (examples of such precluded activities include, but are not limited to, garage sales or charging fees for use of community facilities, etc.)

d. CONFLICT OF INTEREST No Member of the association, or member of the Board, or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operations thereof, and in no event shall any part of the funds or assets of the Corporation be paid as salary or compensation to, or distributed to, or inure to the benefit of any members of the Board. The foregoing, however, shall neither prevent nor restrict the following: (1) reasonable compensation may be paid to any Member or Manager while acting as an agent or employee of the Corporation for services rendered in effecting one or more of the purposes of the Corporation, and (2) any Member or Board member may, from time to time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Corporation

e. FISCAL YEAR The Fiscal year of the Corporation shall begin on January 1st and end on December 31s

2. REGISTERED OFFICE AND AGENT

a. 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 to such business office. Any change of 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.

b. The corporation shall keep at its registered office and or its Secretary-Treasurer office, and or posted online, the following:

i. Current Articles of Incorporation, Protect Covenants and Bylaws;

ii. A record of members, including names and addresses. Sale of member lists by any member or director is prohibited.

iii. A record of officers’ and directors’ names and addresses

iv. Correct and adequate records of accounts and finances

v. Minutes of the proceeding of the following types of meetings including but not limited to general membership, Board of Directors, and subcommittees, etc. Minutes may be written or electronic if capable of being converted to writing

vi. The above records shall be open at any reasonable time to inspection by any member of more than three (3) months standing or a representative of more than five (5) percent of the membership.

vii. Any member requesting to inspect any of the above records must have a purpose for inspection reasonably related to membership interests. Use of the above records by such member is limited to membership interests and may not be sold, or be used to make a profit or made public without the approval of the Board of Directors or the Superior Court of Thurston County

viii. The Superior Court of Thurston County may order inspection and may appoint independent inspectors at the request of any member.

1. Unless the court orders otherwise, cost of inspecting or copying shall be borne by any such member except for the costs of copying the Current Articles of Incorporation, Protect Covenants and Bylaws.

3. MEMBERSHIP, VOTING MEETINGS AND ADMINISTRATION

a. MEMBERSHIP Except as provided by Section 2.a.i hereof, membership in this corporation shall be limited to those persons natural or artificial, owning or having possessory interest in any lot within the following described property, situated in Thurston County, Washington, to-wit:

Lots 1 thru 37 of Echo Glen located in Lacey, Washington, according to the plat recorded in the office of the Thurston County Auditor in Volume 25 Plats page 79 L, file #9204270211

The privileges and facilities shall be extended to the spouse and the children of the member under such rules and regulation as the Board of Directors may prescribe.

i. TRANSFER OF MEMBERSHIP. Membership privileges shall run with the land. Membership of any person shall automatically transfer to any other person who acquires Membership of or possessory interest in any lot described in Section A hereof. Wherever the Secretary-Treasurer receives satisfactory evidence of the transfer of Membership of or possessory interest in any such lot shall register on the books of the corporation a transfer of membership acquiring Membership of or possessory interest. Such transfer of membership shall carry with it all rights privileges and duties of the transferor and shall carry with it the duty to abide by the rules and regulations as set forth by the Board of Directors of the corporation.

ii. TERMINATION OF MEMBERSHIP All of lots of Echo Glen are subject to the Protective Covenants of record including but not limited to the lien and injunctive procedures contained therein.

b. DUES AND ASSESSMENTS Each member shall pay dues, assessments and charges as the membership may from time to time determine.

i. LATE DUES When Dues are considered late the following actions shall be taken by Board

1. July 1: The Board will declare late any member who has not paid their dues or made an alternative arrangement with the Board AFTER July 1 of the current fiscal year.

2. October 1: The Board will start charging interest of 12% a year to be compounded yearly after October 1 of the current fiscal year

3. MARCH 31 OF THE FOLLOWING YEAR, the board would start the process to file a lien against the property. Per the Protective Covenants, the board shall be entitled to recover the cost recover the cost of title search and court costs, together with attorney’s fees.

4. FINANCIAL HARDSHIP. If a member of the association is having a temporary financial hardship the board may develop with said member a special payment plan and not charge interest or file a lien.

a. Once a member’s late dues are in arears over $1,000.00, the member’s special payment shall be changed so that the members dues will be current within eighteen (18) months.

b. If member refuses to develop a new payment plan or fails to make three (3) payments against the revised plan, then the board will start the lien process.

5. SELLING PROPERTY If a member sells their property after any of the dates above and has not paid their dues; the HOA shall bill the Title company for any and all the costs listed above per the protective covenants.

c. VOTING ELIGIBILITY Lot Owners or purchasers shall have one membership vote per lot and the purchaser under a real estate contract, mortgage or deed of trust shall be deemed to be the owner for membership purposes. The vote of any membership by a single marital community may be cast by either spouse without the presentation of authority.

d. VOTING BY MAIL. The Board may decide that voting of the Members shall be by mail with respect to any particular election of the Board or with respect to adoption of any proposed amendment to the Declaration, or with respect to any other matter for which approval by Members is required by the Declaration, in accordance with the following procedure:

i. In the case of election of Board Members by mail, the existing Board members shall advise the Secretary-Treasurer in writing of the names of proposed Board members sufficient to constitute a full Board and of a date at least thirty (30) days after such advice is given by which all votes are to be received. The Secretary-Treasurer within five (5) days after such advice is given shall give written notice of the number of Board members to be elected and of the names of the nominees to all Members. The notice shall state that any such Owner may nominate an additional candidate or candidates, not to exceed the number of Board members to be elected, by notice in writing to the Secretary-Treasurer at the specified address of the principal office of the Corporation, to be received on or before a specified date fifteen (15) days from the date the notice is given by the Secretary-Treasurer. Within five (5) days after such specified date, the Secretary-Treasurer shall give written notice to all Members, stating the number of Board members to be elected, stating the names of all persons nominated by the Board and by the Members, stating that each Owner may cast a vote by mail and stating the date established by the Board by which such votes must be received by the Secretary-Treasurer at the address of the principal office of the Corporation, which shall be specified in the notice. Votes received after that date shall not be effective. Valid votes sufficient to constitute a quorum must be received, and persons with the highest number of votes shall be elected. All persons elected as Board members pursuant to such an election shall take office on the date specified in the notice for receipt of such votes.

1. In the case of a vote by mail relating to any other matter, the Secretary-Treasurer shall give written notice to all Members, which notice shall include a proposed written resolution setting forth a description of the proposed action, and shall state that Members are entitled to vote by mail for or against such proposal and stating a date not less than twenty (20) days after the date such notice shall have been given on or before which all votes must be received and stating that they must be sent to the specified address of the principal office of the Corporation. Votes received after that date shall not be effective.

2. Delivery of a vote in writing to the principal office of the Corporation shall be equivalent to receipt of a vote by mail at such address for the purpose of this Section C.

e. VOTING BY ELECTRONIC MEANS. The Board may decide that voting of the Members may be made by email or other electronic means as may be provided for by the Washington Non-Profit Corporation Act RCW 24.03. Procedures consistent with that Act may be adopted by the Board to conduct votes which meet the intention of the bylaws to provide adequate notice and opportunity to vote to the members consistent with the intent of the Amended and Restated Declaration and Bylaws.

f. QUORUM A quorum of membership votes shall a minimum of fifteen (15) in-person and or mail-in or electronic ballots received by the required date. If a quorum is not reached all proposals are passed as proposed.

4. MEETINGS OF THE MEMBERSHIP

a. ANNUAL MEETING The annual meeting of the members of this corporation shall be on the date and time when the Board of Directors meet to approve the results of the ballots for the new members of directors and the approval of the budget and dues which shall be furnished in the communication containing the ballots.

b. SPECIAL MEETINGS. Special meetings of the membership of this corporation may be called at any time by any five members of the membership or and any member of the board of directors by contacting the Secretary-Treasurer. The Secretary-Treasurer shall set the date and time of the special meeting of the membership within two (2) days of the request. The special meeting shall be on a weekend so that all members of the association shall be able to attend in person or by conference call or other electronic media. The Secretary-Treasurer shall notify all members of the association, given personally, or by mail, telephone or telegraph, or by electronic means consistent with the Non-Profit Corporation Act, which notice shall state the time, place (as hereinabove provided), and purpose of the meeting.

c. ADJOURNED MEETING. Attendance at meetings may be by physical present, tele-conference or other electronic media or by written proxy or ballot. If any meeting of the Members cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may adjourn the meeting to a time scheduled at their discretion.

5. MANAGEMENT OF THE HOMEOWNERS ASSOCIATION

a. BOARD MEMBERS AND QUALIFICATIONS. The Board of Directors shall consist of at least three members and no more than five Board members, at least three of which must be Members. Related Parties who in joint ownership of a property who reside at the same property are eligible to serve as an Officer or Member of the Board provided that their joint votes count per Section 2. b.

b. ELECTION AND TERM OF OFFICE. Board members shall serve two (2) year terms. To provide for staggered terms, two Board members shall be elected in even numbered years, and the remaining Board members shall be elected in odd numbered years. The Board shall elect the officers. Members of the Board and officers shall take office upon election. Each Director shall have one vote, which must be cast in person at meetings of the Board or by any other method of Board member voting provided for in RCW 24.03 and subsequent revisions.

c. DUTIES OF DIRECTORS A director of the corporation shall perform the duties of a director, including the duties as a member any committee of the Board of Directors upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

i. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matter presented

ii. Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or

iii. A committee of the Board of Directors upon which the director does not serve, duly designated in accordance with a provision in the Declaration or these Bylaws as to matters within a designated authority, which committee the director believes to merit confidence; so long as, in any such case. The director acts in good faith after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted

d. REMOVAL. The Membership may remove any member of the Board with or without cause, provided that at least two-thirds of the Membership present vote to remove the Board member at a meeting of the Membership called for that purpose, at which a quorum is present, and after the Board member whose removal has been proposed has had the opportunity to speak on his or her own behalf.

e. VACANCIES. Vacancies in the Board caused by any reason other than the removal of a Board member by a vote of the Association shall be filled by vote of the majority of the remaining Board members, even though they may constitute less than a quorum; and each person so elected shall be a Board member until a successor is elected at the next annual meeting of the Association.

f. ORGANIZATIONAL MEETING. The first meeting of a newly elected Board is held immediately following the receipt of all ballots for the election of the board of directors, approval of the budget and dues of the members, no notice shall be necessary to the newly elected Board Members in order legally to constitute such meeting, provided a majority of the whole Board shall be present.

i. Any Board member may be counted as present if they attend via conference call or other electronic media ay any or all board meetings

g. REGULAR MEETING. Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by a majority of the Board members, but at least two (2) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each Board member, personally or by mail, telephone or telegraph, or by electronic means consistent with the Non-Profit Corporation Act at least ten (10) but not more than sixty (60) days prior to the day named for such meeting.

h. SPECIAL MEETINGS. Special meetings of the Board may be called by the President on three (3) days’ notice to each Board member, given personally, or by mail, telephone or telegraph, or by electronic means consistent with the Non-Profit Corporation Act, which notice shall state the time, place (as hereinabove provided), and purpose of the meeting. Special meetings of the Board shall be called by the President or Secretary-Treasurer in like manner and on like notice on the written request of at least two (2) Board members.

i. QUORUM AND PROXIES. A quorum is deemed present throughout any meeting of the Board if persons entitled to cast fifty percent of the votes on the Board are present at the beginning of the meeting. Proxies may not be used in Board meetings to vote on matters to be decided by the Board.

j. WAIVER OF NOTICE. A Board member may, in writing, waive the notice requirements of Sections 3.7 and 3.8, so that meetings may be held with shorter notice periods. Attendance by a Board member at any meeting of the Board shall be a waiver of the notice requirements unless the Board member objects to notice at the meeting. If all the Board members are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

6. OFFICERS

a. DESIGNATION. The officers of the Corporation shall be a President and Secretary-Treasurer.

b. ELECTION OF OFFICERS. The officers of the Association shall be elected annually by the Board at the organization meeting of each new Board and shall hold office at the pleasure of the Board.

c. REMOVAL OF OFFICERS. Upon an affirmative vote of a majority of the members of the Board, any officer may be removed from his position as an officer but not as a Board member, with or without cause, and his successor elected at any regular or special meeting of the Board called for such purpose.

d. PRESIDENT. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Corporation and the Board The President shall have all of the general powers and duties which are usually vested in the office of the president of a nonprofit Corporation including, but not limited to, the powers to appoint committees form among the Members from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Corporation.

e. SECRETARY-TREASURER.

i. The Secretary-Treasurer duties shall keep the minutes of meetings of the Board and minutes of meetings of the Association; The Secretary-Treasurer shall have charge of such books and papers as the Board may direct; and The Secretary-Treasurer shall in general perform all the duties incident to the office of Secretary-Treasurer. The Secretary-Treasurer shall compile and keep up to date at the principal office of the Corporation a complete list of Members and their registered mailing addresses.

ii. The Secretary-Treasurer duties shall have responsibility for Corporation funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. The Secretary-Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board.

iii. The Secretary-Treasurer shall be authorized to pay all expenditures for budgeted line items without the specific approval of the board. Any expenditure of more than $100.00 not included in a budget line item or any expenditure which exceeds the amount of the budget by $100.00; the Secretary-Treasurer shall notify the Board before authorizing that expenditure and the Board shall approve that expenditure. The Board of Directors must approve a change to the budget.

iv. The Secretary-Treasurer shall be authorized to establish a checking account and a debit card against the checking account for the Echo Glen Homeowners Association. The Secretary-Treasurer shall be authorized pay expenditures via a direct transfer from the checking account.

1. There shall be at least one other board who shall be an authorized signature on all accounts who shall have full authority to make any transactions including but not limited to opening and closing any and all accounts subject to a motion of the board.

v. The Secretary-Treasurer shall provide the Board of Directors by the 10th of each month a statement of income and expenditures.

vi. The Secretary-Treasurer shall at the expiration of its term shall turn over to his or her successor all physical and electronic property of the corporation in the secretary-treasurer’s possession.

7. AMENDMENTS TO BYLAWS These Bylaws (and amendments thereto) for the administration of the Association and the Property, and for other purposes not inconsistent with the Act or with the intent of the Declaration may be altered, amended or repealed and new Bylaws may be adopted by the directors at any regular or special meeting of the board of directors. The amended and restated Bylaws shall be posted on the Echo Glen Website

8. REGISTRATION OF MAILING ADDRESS Each member shall have one and the same registered mailing address to be used by the Corporation for mailing of monthly statements, notices, demands and all other communications; and such registered address shall be the only mailing address of a person or persons' firm, corporation, partnership, association or other legal entity or any combination thereof to be used by the Corporation. Such registered address of a member or members shall be furnished by such members to the Secretary-Treasurer within five (5) days after transfer of title; such registration shall be in written form and signed by the member. Registered addresses may be changed from time to time by similar designation.

9. RESERVE STUDY Pursuant to Washington State state law (REW 64.34.380) the Board of Directors shall conduct a yearly independent reserve study. The Reserve study is to be posted on the Echo Glen Website. The Board of Directors shall evaluate the reserve study and set the reserve fund to that amount. The board shall develop the annual budget and dues for the Corporation considering the reserve study recommendations.

a. The Board of Directors shall establish a reserve fund. The Reserve fund is to prepare funds to cover the repair and replacement of their community's common assets such but not limited to as the wet-dry pond area the greenbelt forest area, monuments, signs, Corporation mail boxes.

b. The reserve fund may be deposited into a savings account, CDs or Money Market funds or other insured financial investments. The reserve funds may not be deposited where principal can be lost and is not insured.

c. Interest earned by the reserve fund cannot be applied to the General fund and must be added to the reserve fund.

d. The Secretary-Treasurer shall have a yearly budget item entitled reserve funds. In January of each new year, the Secretary-Treasurer shall minus from all HOA income from the previous year all HOA expenditures. The Secretary-Treasurer shall develop a proposed amount to be deposited into the reserve fund. The Secretary-Treasurer shall explain to the Board of Directors why the proposed deposit is greater or less than budget item.

e. In January of each New year, the Board shall direct the Secretary-Treasurer to deposit the previous year’s reserve funds into an account pursuant to 9.b.

f. The Secretary-Treasurer is to issue a notice to all members as to the proposed withdrawal from the reserve fund and the purpose of the withdrawal. The membership shall have seven (7) days to request a vote by all members to approve the withdrawal of funds. The Board will hold a vote if ten (10) members request such a vote.

g. Once the seven-day waiting period is up and a vote is not required or if a vote is required and was passed approving the withdrawal. All the members of the Board of Directors must authorize via a written motion directing the Secretary-Treasurer to withdraw the funds and apply those funds to the appropriate account to cover the expenditure.

h. If more than $5,000.00 is withdrawn from reserve funds during any 12-month period an independent financial audit of the Corporation books is required.

10. INSURANCE Per the Articles of Incorporation the Board of Directors shall maintain liability insurance for the protection of Board.

a. The Board of Directors shall purchase also commercial property insurance to protect the physical infrastructure of the common areas of the HOA such as wet/dry pond, greenbelt, monuments, signs etc.

b. The Board of Directors shall also obtain commercial liability insurance to protect the HOA and its members.

DELETE

11. TEMPORARY ADOPTION The Echo Glen Homeowners Board of Directors shall use this document as the latest Bylaws until it has been reviewed by an independent attorney and has been approved by the membership.

12. ADD TREES shrubs, and bushes. Trees, bushes and shrubs near the sidewalk must not block, cover and interfere with the sidewalk. The sidewalk is designed for two (2) people to walk on. The sidewalks must be kept free of moss or other growth which could endanger a person’s safe mobility. Trees hanging over sideways must be hang no lower that ten (10) ft. Trees hanging on the streets must hang no lower than fourteen (14) ft per city requirements.

ADOPTED by the Board of Directors on February 3, 2024

__________________________________

SECRETARY_TREASURER

ATTEST:

__________________________________

PRESIDENT