Original Bylaws
 

(Adopted 10/16/1974, Recorded with Instrument # 83372)



      BY-LAWS

      OF

      PINE LAKES RANCH HOME OWNERS ASSOCIATION, INC.

       

      ARTICLE I.

      Offices

The principal office of the Association shall be in Cascade, Valley County, State of Idaho. The Association may have such other offices, either within or without the State of Idaho, as the Board of Directors may determine, or the affairs of the Association may require from time to time.

ARTICLE II.

Board of Directors

GENERAL POWERS: The property, business and affairs of the Association shall be controlled and managed by the Board of Directors.

NUMBER: The Board of Directors shall originally consist of three (3) members and may be changed from time to time by the members of the corporation, and determined at a meeting called expressly for such purpose; provided, however, that a reduction in the number of directors by amendment of these By-Laws shall not have the effect of reducing the term of an incumbent director.

QUALIFICATIONS: ELECTION: TERM: Directors need not be members of the Association and shall be elected by the members at their annual meeting. At each election for directors, each member entitled to vote shall have the right to cast for any one or more nominees for director a number of votes equal to the number of votes which attach to his membership pursuant to the Articles of Incorporation, multiplied by the number of directors to be elected. The directors, except as otherwise in these By-Laws provided, shall hold office for a period of two (2) years until their respective successors shall have been elected, except that at the first election

of directors, two (2) directors shall be elected for one year, and three (3) directors for two (2) years.

REMOVAL: RESIGNATION: Any director may be removed, with or without cause, by a vote of two-thirds (2/3) of the total number of votes entitled to be cast by the members of the Association at the meeting called for that purpose, Any director may resign by submitting a written notice to the Board of Directors stating the effective date of his resignation, and acceptance of the resignation shall not be necessary to make it effective.

VACANCIES: Any vacancy occurring on the Board of Directors, whether by removal, resignation, death or otherwise, shall be filled by majority of the remaining directors, through less than a quorum of the Board. A director elected to fill a vacancy of the Board of Directors shall hold office until the next annual election of directors and until his successor is duly elected and qualified.

MEETING: There shall be a regular annual meeting of the Board of Directors Immediately following the annual meeting of the members of the Association, and the Board may establish regular meetings to be held at such other places and at such other times as it may determine from time to time. After the establishment of a time and place for such regular meeting, no further notice thereof need be given. Special meetings of the Board may be called by the President or upon written request delivered to the Secretary by any two (2) directors.

NOTICES: WAIVER: Five (5) days notice of special meetings shall be given to each director by the secretary-treasurer. Such notice may be given orally, in person, or in writing served on or mailed or telegraphed to each director. Written saiver of notice signed by, or attendance at a meeting of the Board of Directors by a director shall constitute a waiver of notice of such meeting, except where attendance is for the expressed purposed of objecting to the failure to receive such notice or to defects in said notice.

QUORUM: VOTE REQUIRED: ADJOURNMENT: At any meeting of the Board of Directors a majority of the qualified directors shall constitute a quorum. If a quorum is present, the action of the majority of the directors present and voting shall be the act of the Board of Directors. If a quorum is not present, the majority of directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting.

ACTION OF DIRECTORS WITHOUT A MEETING: Any action required to be taken or any other action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the directors entitled to vote in respect to the subject matter thereof.

      ARTICLE III.

      Officers

GENERAL: The officers of the Association shall be a President, one or more Vice Presidents, and a Secretary-Treasurer, all of who shall be elected by the Board of Directors to serve at the pleasure of the Board.

PRESIDENT: The President shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall direct, supervise, coordinate and have the general control over the affairs of the Association and shall have the powers generally attributable to the chief executive officer of an Association. The President shall be a director and shall preside at all meetings of the members of the Association.

VICE PRESIDENT: A Vice President shall act in place of the President in case of his death, absence, inability or failure to act and shall perform such other duties and have such authority as from time to time delegated to him by the Board of Directors or by the President. The Vice President shall be a director; however, if the Board of Directors shall elect more than one Vice President only one so elected need be a director.

SECRETARY-TREASURER: The Secretary-Treasurer shall be the custodian of the records and the seal of the Association and shall affix the seal to all documents requiring the same and shall see that all notices are duly given in accordance with the provisions of these By-Laws as required by law, and that the books, reports, and other documents and records of the Association are properly kept and filed. The Secretary-Treasurer shall have charge and custody of, and be responsible for all sorts of securities of the Association. He shall deposit all such funds in the name of and to the credit of the Association in such banks and depositories as shall be designated by the Board of Directors. He shall keep books of account and records of his transactions and of the financial condition of the Association and shall submit such reports thereof as the Board of Directors may from time to time require, and, in general, shall perform all of the duties incident to the office of Secretary-Treasurer and such other duties as may from time to time be assigned to him by the Board of Directors or the President. The Board may appoint one or more assistant secretary-treasurers who may act in the place of the Secretary-Treasurer in case of his death, absence, inability or failure to act.

COMPENSATION: Officers, agents and employees shall receive such reasonable compensation for their services as may be authorized by the Board of Directors. Appointment of any officer, agent or employee shall not in and of itself create contractual rights of compensation for services performed by such officer, agent or employee.

DELEGATING OF POWERS: In case of absence of any officer of the Association or for any other reason that may seem sufficient to the Board of Directors, the Board may delegate his duties and powers for the time being to any other officer or any director.

ARTICLE IV

Membership Certificates, Voting Power, and Determination of Property Rights and Interest

 

MEMBERSHIP CERTIFICATES: Each member shall be entitled to receive a certificate of membership, which certificate shall state the number of votes he is entitled to cast as a member of the Association.

MEMBERSHIP:

Qualifications. Each owner of a tract and each condominium project, as described in the Declaration of Covenants, Conditions and Restrictions of Pine Lakes Ranch, recorded in the office of the Recorder of Valley County, Idaho, as Instrument No. 83372, by virtue of being such an owner and for so long as he is such an owner, shall be deemed a member of the Association.

Transfer of Membership. The Association membership of each owner (including Grantor) shall be appurtenant to said tract or condominium project, and then only to the transferee of title to said tract or condominium project. Any attempt to make a prohibited transfer shall be void. Any transfer of title to said tract or condominium project shall operate automatically to transfer said membership to the new owner thereof.

VOTING:

Members shall be owners and shall be entitled to one vote for each tract owned. The owner of each tract may by notice to the Association, designate a person (who need not be an owner) to exercise the vote for such tract. Said designation shall be revocable at any time by notice to the Association by the owner. Such powers of designation and revocation may be exercised by the guardian of an owner’s estate, by his executor or administrator where the latter’s interest in said property is subject to administration in his estate.

Joint Owner Disputes. The vote for each such tract shall, if at all, be cast as a unit, and fractional votes shall not be allowed. In the event that joint owners are unable to agree among themselves as to how their vote or votes shall be cast, they shall

lose their right to vote on the matter in question. If any owner casts a vote representing a certain tract, it will thereafter be conclusively presumed for all purposes that he or they were acting with the authority and consent of all other owners of the same tract.

Cumulative Voting. In any election of the members of the Board, every owner entitled to vote at such an election shall have the right to cumulate his votes and give one candidate, or divide among any number of the candidates, a number of votes equal to the number of votes to which that owner is entitled in voting upon other matters multiplied by the number of directors to be elected. The candidates receiving the highest number of votes, up to the number of the Board members to be elected, shall be deemed elected.

Transfer or Voting Right. The right to vote may not be severed or separated from the ownership of the tract to which it is appurtenant, except that any owner may give a revocable proxy, or may assign his right to vote to a lessee or beneficiary of the tract for the term of the lease or Deed of Trust, and any sale, transfer or conveyance of such tract to a new owner or owners shall operate automatically to transfer the appurtenant vote to the new owner, subject to any assignment of the right to vote to a lessee or beneficiary as provided herein.

Meeting of Owners. There shall be a meeting of the Owners on the 30th day of January of each year at Cascade, Idaho, or at such other reasonable place or time (not more than thirty (30) days before or after such date) as may be designated by notice of the Board given to the Owners not less than ten (10) nor more than sixty (60) days prior to the date fixed for said meeting. A special meeting of the owners may be called at any reasonable time and place by notice of the Board or by the owners having one-fifth (1/5) of the total votes and delivered to all other owners not less than ten (10) nor more than thirty-five (35) days prior to the date fixed for said meeting. The presence at any meeting in person or

by proxy, of the owners entitled to vote at least a majority of the total votes shall constitute a quorum. If any meeting cannot be held because a quorum is not present, the owners present, either in person or by proxy, may, as otherwise provided by law, adjourn the meeting to a time not less than forty-eight (48) hours nor more than thirty (30) days from the time the original meeting was called, at which meeting the quorum requirement shall be the owners entitled to vote at least twenty-five percent (25%) of the total votes. The president of the Association (or the vice-president in his absence) shall act as chairman of all meetings of the owners and the secretary of the Association (or an assistant secretary thereof in his absence) shall act as secretary of all such meetings. Except as otherwise provided herein, any action may be taken at any meeting of the owners upon the affirmative vote of the owners having a majority of the total votes present at such meeting in person or by proxy; provided, however, that the members of the Board may be elected by cumulative voting as provided in Section 6.03 D. of said Declaration above described. At each annual meeting the Board shall present a written statement of the Fund established by such Declaration, itemizing receipts and disbursements for the preceding calendar year and the allocation thereof to each owner. Within ten (10) days after the date set for each annual meeting, the assessment statement shall be delivered to the owners not present at said meeting.

NOTICE: WAIVER: Notice of annual and special meetings of the members must be given in writing and must state the date, hour, place of the meeting, and generally describe the nature of the business to be transacted. Such notice shall be delivered personally to, or deposited in the mail, postage prepaid, addressed at the last known address as shown on the books of the Association, to the owners or any one of the co-owners of each membership as shown on the books of the Association and shall be delivered or deposited

in the mail at least ten (10) days prior to the dated of the meeting.

In the event that a special meeting is called by the members as aforesaid, they shall notify the Secretary-Treasurer in writing of the time, place, and purpose of the meeting in sufficient time to permit the Secretary-Treasurer to give notice to all members in accordance with these By-Laws.

Written waiver of notice signed by or attendance at a meeting by the owners or any one of the co-owners of a membership shall constitute a waiver of notice of such meeting, except to the failure to receive such notice or to defects in the notice.

CERTIFICATES HELD: Membership certificates held in estates or trust may be voted by the administrator, executor, guardian, trustee, conservator or receiver thereof without such membership or title to the tract being transferred to said person.

CONDUCT OF THE MEETING: The meeting will be conducted by the officers in order of their priority. The order of business shall be a call of the roll, a reading of the notice, and proof of the call, report of officers, report of committees, unfinished business, new business, election of directors and miscellaneous business.

ARTICLE V

Incorporation by Reference to Declaration of Covenants, Conditions and Restrictions

Declaration of Covenants, Conditions and Restrictions Incorporated: Pursuant to Article X of the Articles of Incorporation of this Association, the Declaration of Covenants, Conditions, and Restrictions of Pine Lakes Ranch on file and of record in the office of the Recorder of Valley County, Idaho, as Instrument No. 83372, is hereby incorporated by reference and made a part of these By-Laws as if set out in full herein.

ARTICLE VI

Contracts, Conveyances, Checks and Miscellaneous

CONTRACTS: The Board of Directors may authorize any office

of the Association to enter into any contract or execute any instrument in the name of the Association except as otherwise specifically required by the Articles of Incorporation, or by Declaration of Covenants, Conditions and Restrictions above referred to.

CONVEYANCES AND ENCUMBRANCES: Association property may be conveyed or encumbered by authority of the Board of Directors by resolution of the Board of Directors. Conveyances or encumbrances shall be executed by instrument by the President or a Vice President and by the Secretary-Treasurer of the Association.

CHECKS: All checks, drafts, notes and orders for the payment of money shall be signed by such persons as the Board of Directors may authorize.

FISCAL YEAR: The fiscal year or business year of the Association shall begin on the first day of January and end on the last day of December following.

RECORDS: The Association shall maintain accurate and correct records, books and accounts of its business and properties, and they shall be kept at such places as is from time to time fixed and designated by the Board of Directors.

SEAL: The Board of Directors may adopt an Association seal of such design as may be appropriate.

      ARTICLE VII

      Amendments

BY-LAWS These By-Laws may be amended, altered or repealed from time to time by a two-thirds (2/3) vote of the membership of the Association which also holds two-thirds (2/3) of the voting power of the Association in accordance with the provisions of Article VII of the Articles of Incorporation at any annual or special meeting, provided that the notice of such meeting states that such amendment, alterations, or repeal is to be considered.

APPROVED AND ADOPTED this 16th day of October, 1974, by the undersigned, they being the incorporators of Pine Lakes Ranch

Home Owners Association, Inc. and as members of the Board of Directors.

Robert J. Duncan (Signature)

Fred K. O’Brien (Signature)

Jess C. Groves (Signature)