AMENDED AND RE-STATED BY-LAWS
LIVING AT BRIDGES HOMEOWNERS ASSOCIATION
This Amended and Restated Bylaws of Living at Bridges Homeowners Association ("Bylaws") amends and restates those certain Bylaws of Bridges Homeowners Association adopted by the Association as of August 29, 2007, in their entirety.
ARTICLE 1- DEFINITIONS
As used in these Bylaws, the following definitions shall apply:
1.1 Association. The term "Association" shall mean the LIVING AT BRIDGES. HOMEOWNERS ASSOCIATION, a not for profit corporation fanned under Revised Code of Washington Chapter 24.03 (the "Act"), and its successors and assigns.
1.2 Declaration. The term "Declaration" shall mean the Declaration of Covenants, Conditions, and Restrictions of the Plat of Bridges, recorded on December 20, 2007, under King County Recording No. 20071220000096.
1.3 Principal Office. The principal office of the Association shall be located initially at 33455 6th Ave S, 1-B, Federal Way, Washington, 98003. The Association may have such other offices, either inside or outside the State of Washington, as the Board of Directors may determine or as the Association's affairs may require.
1.4 Other Terms. Unless the context requires otherwise, the definitions in Article 1 of the Declaration, as amended from time to time, shall otherwise apply, and are incorporated herein by this reference.
ARTICLE 2 - APPLICATION OF BYLAWS
These Bylaws shall apply to all present or future Members of the Association, Owners or others having a full or partial legal or equitable interest in a Lot, Mortgagees, lessees, tenants, licensees and occupants of Lots or Homes, and their guests and employees, and any other persons using the Project and Common Areas and facilities thereof.
ARTICLE 3 - PURPOSE AND POWERS
3.1 Purpose. The purpose of the Association is to administer the Project pursuant to the applicable provisions of the Act, RCW Chapter 64.38 (as amended from time to time, including any successor statutes), the Declaration, these Bylaws, the Association's Articles of Incorporation (the "Articles") and the Rules and Regulations.
3.2 Powers. The Association shall have the powers enumerated in the Act, the Articles and in the Declaration.
ARTICLE 4- MEMBERSHIP — VOTING — REGISTRATION MATTERS
4.1 Membership. Each Owner shall automatically become a Member of the Association upon acquisition of an ownership interest of a Lot and shall be entitled to participate personally or through a designated representative, as provided in the Declaration and these Bylaws.
4.2 Voting. Votes shall be exercised by the Owners as provided in the Declaration.
4.3 Proxies. Votes may be cast in person, absentee ballot, or by proxy.
Proxies shall be in writing, meet the requirements outlined in them, and must be filed with the Secretary of the Association before the appointed time of each meeting of the Owners, or as stated on the proxy. No proxy shall be valid for a period longer than twelve (12) months after the date thereof.
4.4 Registration of Members and Mortgagees. The Board of Directors shall maintain a register containing the names and addresses of the Owners, their designated representatives and the holders or assignees of any voting right or proxies that have been filed with the Association. Owners who sell or convey their interests in Lots shall promptly report to the Board the name and address of their successor or successors in interest.
4.5 Evidence of Ownership. Any person becoming an Owner of a Lot or acquiring an interest therein entitling that person to exercise voting rights as, or on behalf of, a Member of the Association, shall not be entitled to exercise such voting rights until such person shall furnish to the Secretary of the Association a copy of a recorded deed or other instrument vesting that person with title to the Lot or with the voting rights pertaining thereto, which instrument shall remain in the files of the Association.
4.6 Registration of Mailing Address. Multiple Owners of a Lot shall designate a single mailing address to be used by the Association for mailing of statements, notices, demands and all other communications; and such address shall be the only mailing address of the persons, firm, corporation, partnership, association or other legal entity, or any combination thereof, to be used by the Association. Such address shall be registered by such Owners with the Secretary of the Association within five (5) days after receipt of title or interest in a Lot. Such registration shall be in written form and signed by the Owners of the Lot or by such persons as are authorized by law to represent the interests of all of the Owners thereof. If no such address is registered, or if all of the Owners cannot agree, then the mailing address, as listed in public tax assessor records, shall be the registered address until the registered address is furnished under this section. Registered addresses may be changed from time to time by similar designation.
ARTICLE 5 - MEETING OF MEMBERS OF THE ASSOCIATION
5.1 Meeting Place. All meetings of the Members shall be held at such reasonable place within the State of Washington, as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.
5.2 Annual Meeting Time. The annual meeting of the Members for the election of directors and for the transaction of business, such as ratification of the budget, shall be held in the fourth quarter of each calendar year, with the date to be designated by the Board and given notice of as required.
5.3 Special Meetings. Special meetings of the Members for any purpose may be called at any time by the President, the Board or upon the written request of Owner(s) of at least ten percent (10%) of all eligible Lots.
5.4 Order of Business and Conduct of Meetings. The President shall preside over all meetings of the Association, and. the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted and all other transactions occurring at such meetings. The order of business for the meeting shall be decided upon by the Board, to include the following:
- Attendance, proof of notice, quorum requirement and status
- Reports of Officers and Committees
- Association business matters, such as election of directors
- Pending and new matters Open forum
5.5 Notice. Notice of the time and place of the annual or special meeting of Members shall be given to each Member by delivering personally or by mailing a written notice of the same, at least fourteen (14) days, and not more than sixty (60) days, as defined by the RCWs. If a meeting is a special meeting of the Members, the notice shall also state the purpose(s) for which the meeting is called.
5.6 Voting List. At least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting, shall be made, arranged in alphabetical order, with the Lot address of and number of votes held by each, which list shall be kept on file with the Secretary of the Association, for a period of ten (10) days prior to such meeting. The list shall be kept open at the time and place of such meeting for the inspection of any Member.
5.7 Quorum. The quorum of Owners at any annual or special meeting of the Association shall be the presence, in person, by absentee ballots, or by proxy, of persons holding ten percent (10%) or more of the total eligible votes, unless otherwise expressly provided herein. If a quorum is present at any such meeting, any action may be taken by an affirmative vote of a majority of the total votes present at the meeting, except as otherwise expressly provided in the Declaration or these Bylaws.
5.8 Waiver of Notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except where a Member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of any notice required to be given any Members, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.
5.9 Action by Members Without a Meeting. Any action required or which may be taken at a meeting of Members, may be taken if a consent in writing, with email and other electronic communication methods allowed, setting forth the action so taken shall be approved by majority of the Members entitled to vote with respect to the subject matter thereof.
5.10 Action of Members by Communications Equipment. Members may participate in a meeting of Members by means of a conference telephone or similar communication equipment of which all persons participating in the meeting can hear or communicate without interruption at the same time, and participation by such means shall constitute presence in person at a meeting.
5.11 Written Ballots. Any vote that may be taken at any annual or special meeting of the Members may be taken without a meeting if the Board determines that the matter or matters shall be decided by written mail ballots. The Board shall deliver a written mail ballot to each Member (provided that only one ballot shall be delivered to and cast by Units with multiple Owners) at the registered address of such Member for receiving notices. The written mail ballot shall set forth each proposed action and provide an opportunity for the Member to vote for, against, or abstain on each matter.
All solicitations for votes by written mail ballot shall indicate the number of responses needed to meet the quorum requirements, state the percentage of affirmative votes required to approve each matter, and specify the date and time by which the written mail ballot must be received by the Association to be counted. A written mail ballot may be revoked by a Member at any time before the response deadline.
Approval of action by written mail ballot shall be valid only when the number of written mail ballots received satisfies the quorum requirement for a meeting of the Members, and the number of affirmative votes cast by written mail ballot meets or exceeds the number of votes required to approve the action if a vote had been held at a meeting of the Association. The results of each action taken by written mail ballot shall be certified by the Secretary and shall be included in the minutes of meetings of the Members in the permanent records of the Association. Such action shall have the same force and effect as a vote of the Members at a meeting. Within ten (10) days after receiving authorization for any action by written mail ballot, the Secretary shall publish the results in a manner which fairly summarizes the material features of the authorized action.
5.12 Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members present at such meeting may adjourn the meeting to a time not less than five, nor more than thirty (30) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business may be transacted which might have been transacted at the meeting originally called. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meeting.
Members present at a duly called or held meeting at which quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than quorum, provided that any action taken is approved by at least the majority of the votes required to constitute quorum.
ARTICLE 6 - THE BOARD OF DIRECTORS
6.1 Number and Powers. The Association shall be administered and managed as provided in Sections 5.2 and 5.3 of the Declaration. The Board of Directors shall initially consist of the Declarant. After the Declarant turns over control of the Association to the Owners, the Board of Directors shall consist of three (3) to seven (7) directors, who shall be elected by the Members; only one Member per Lot is eligible to run for the Board of Directors. The terms of the directors shall be staggered by vote at the Handover meeting of Members, with one director to serve for a one (1) year term, another to serve for a two (2) year term and the third to serve for a three (3) year term; if there are more than three (3) Board members elected, the fourth and seventh Director will serve for one (1) year, the fifth Director will serve for two (2) years, and the sixth Director will serve for three (3) years. After the initial Handover Meeting, Directors will be elected to a three (3) year term. Except as otherwise provided herein, elections of directors shall take place at the Association's annual meeting. Each Member may cast one vote for each position to be filled from the slate of candidates on which such Member is entitled to vote. There shall be no cumulative voting. That number of candidates equal to the number of positions to be filled receiving the greatest number of votes shall be elected; directors may be elected to serve any number of consecutive terms. After hand off to the Owners, Directors need to be Members. In addition to the powers and authority expressly conferred upon it by these Bylaws and the Declaration, the Board of Directors may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Declaration or by these Bylaws directed or required to be exercised or done by the Members.
6.2 Change of Number. The number of directors may at any time be increased by amendment of these Bylaws. In no event shall the number of directors be decreased to less than three (3) directors.
6.3 Vacancies. All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by vote of the Members at a special meeting of the Members called for such purpose. In the event such a meeting is not called within twenty (20) days after written notice of a vacancy is given to the Members, the vacancy may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected shall hold office for the unexpired term of his predecessor and/or until his successor is elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the Members.
6.4 Removal of Directors. Any director may be removed with or without cause by a majority of a quorum of the Members at a special meeting of the Association called for such purpose.
6.5 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such place or places within the State of Washington as the Board of Directors may from time to time designate. The annual Board of Directors meeting shall be held without notice immediately after the adjournment of the annual meeting of Members.
6.6 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President, or in his absence, by any director, to be held at such reasonable place within the State of Washington, as the persons calling the meeting may designate.
6.7 Notice. Notice of the time and place of all special meetings of the Board of Directors shall be given to each director by delivering personally or by mailing a written notice of the same, at least three (3) days prior to the meeting. Such notice shall state the purpose or purposes for which the meeting is called.
6.8 Quorum. A majority of the Board of Directors shall constitute a quorum. The Board of Directors shall act by majority vote of those present at its meetings where a quorum exists.
6.9 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
6.10 Registering Dissent. A director who is present at a meeting of the Board of Directors at which action on a matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
6.11 Executive and Other Committees. Standing or temporary committees may be appointed from its own number by the Board of Directors from time to time and the Board of Directors may from time to time invest such committees with such reasonable powers as it may see fit, subject to such conditions as may be prescribed by the Board. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Association. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any Member thereof, of any responsibility imposed by law.
6.12 Compensation. Directors shall not be paid compensation for their services, as such; provided, that nothing herein contained shall be construed to preclude any director from serving the Association in any other capacity and receiving reasonable compensation for services rendered in such other capacity.
6.13 Action by Directors Without a Meeting. Any action required or which may be taken at a meeting of the directors, or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be approved via email or other electronic communication before such action by all of the directors, or all of the Members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
6.14 Action of Directors by Communications Equipment. Any action required or which may be taken at a meeting of directors, or of a committee thereof, may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.
6.15 Committees. The Board may appoint such committees as it deems appropriate to perform such tasks and to serve such periods as the Board may designate by resolution. Each committee shall operate in accordance with the terms of such resolution.
ARTICLE 7 - OFFICERS
7.1 Designations. The officers of the Association shall consist of a President, Secretary and Treasurer, who shall be appointed or elected by the Board of Directors. The Board may also from time to time appoint or elect a Vice-President, an Assistant Secretary and an Assistant Treasurer and such other officers as in their judgment may be necessary. The officers shall be appointed or elected for a term of one (1) year by the directors at their first meeting after the annual meeting of Members, and shall hold office until their successors are elected and qualified. Any two (2) or more offices, except President and Secretary, may be held by the same person.
7.2 The 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 the office or are properly required by the Board of Directors.
7.3 Vice-President. During the absence or disability of the President, the Vice-President, if any, shall exercise all the functions of the President. The Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.
7.4 Secretary and Assistant Secretary. The Secretary shall issue notices for all meetings, except for notices for special meetings of the Members and special meetings of the directors which are called by the requisite number of Members or directors, shall keep minutes of all meetings, shall have charge of the corporate books, and shall make such reports and perform such other duties as are incident to that office, or are properly required of him or her by the Board of Directors, The Assistant Secretary, if any, shall perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board of Directors.
7.5 The Treasurer and Assistant 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 of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required, an account of all his or her transactions as Treasurer and of the financial condition of the Association. The Treasurer shall perform such other duties incident to that office or that are properly required of him by the Board of Directors. The Assistant Treasurer, if any, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors.
7.6 Delegation. In the case of absence or inability to act of any officer of the Association and of any person herein authorized to act in his place, 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 other person whom it may select.
7.7 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.
7.8 Other Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
7.9 Compensation. The Board may authorize the payment of reasonable compensation to any officer or agent who performs substantial services for the Association in carrying out management functions.
7.10 Term - Removal. The officers of the Association shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
7.11 Bonds. The Board of Directors may, by resolution, require any and all of the officers to give bonds to the Association, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
ARTICLE 8 - NOTICES
Except as may otherwise be required by law or be specifically provided otherwise in the Declaration or these Bylaws, any notice to any Member, officer or director shall be delivered either personally or by mail as provided in the Declaration. Mailing addresses may be changed from time to time by notice in writing to the Board. Notice to be given to the Board may be given to the President or Secretary of the Board of Directors.
ARTICLE 9 - RULES AND REGULATIONS
The Board of Directors may from time to time adopt such rules and regulations (the "Rules and Regulations") as may be necessary or advisable to insure compliance with or to supplement the covenants, conditions and restrictions set forth in the Declaration, or as may reasonably be required for the use, occupancy and maintenance of the Property, and common areas and facilities. When so adopted, such Rules and Regulations shall be binding upon all Owners and occupants of the Property. The Board of Directors may from time to time amend any such Rules and Regulations. Except to the extent already set forth in the Declaration, such Rules and Regulations shall be stated in writing and shall be made available to each Owner, tenant, Mortgagee or other party having a legitimate interest therein, upon request to the Secretary of the Association.
ARTICLE 10 - AMENDMENTS
In addition to any amendment of these Bylaws authorized by the terms of the Declaration, these Bylaws may be altered, amended or repealed by an affirmative vote of sixty percent (60%) of the Members at a meeting of the Association duly called for that purpose and, to the extent that the amendment affects any of the following matters, the consent of fifty one percent (51%) of first Mortgagees, including federal mortgage agencies: voting rights, assessment liens and subordination of such liens; reserves for maintenance, repair, and replacement of Common Areas; insurance or fidelity bonds; responsibility for maintenance and repair; the boundaries of any Lot (except minor Lot line adjustments); reallocation of interests in the Common Areas; convertibility of Lots into Common Areas or of Common Areas into Lots; imposition of any restrictions on the right of an Owner to sell or transfer his or her Lot; a decision by the Association to establish self-management when professional management had been required previously by first Mortgagee; and any action to terminate the legal status of the Project after substantial destruction or condemnation occurs.
ARTICLE 11 - CONFLICT WITH DECLARATION OR LAW -INTERPRETATION
These Bylaws are intended to comply with and supplement the Declaration and Articles. If any of these Bylaws conflict with the provisions of the Declaration, the provisions of the Declaration will control. The provisions of these Bylaws shall be liberally construed to effectuate their purposes to create a uniform plan for management and operation.
ARTICLE 12 - MISCELLANEOUS
12.1 Fiscal Year. The Association's fiscal year shall be the calendar year unless the Board establishes a different fiscal year by resolution.
12.2 Parliamentary Rules. Except as may be modified by Board resolution, Robert's Rules of Order (current edition) shall govern the conduct of Association proceeding when not in conflict with Washington law or the governing documents.
12.3 Conflicts. If there are conflicts among the provisions of Washington law, the Articles of Incorporation, the Declaration, and these Bylaws, the provisions of Washington law, the Declaration, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.
Adopted by the Association as of the 22nd of June, 2020.
The Amended and Restated ByLaws 6/22/2020