BY-LAWS OF DUGUALLA COMMUNITY, INC.

AMENDED and APPROVED as of September 21, 2024

ARTICLE I

MEMBERSHIP

Section 1.  Every person(s) who owns one or more lots in Divisions 1 through 9 of DUGUALLA BAY HEIGHTS according to the plats thereof, is a Member in Dugualla Community, Inc., a Washington State Homeowner’s Association. (hereinafter “Dugualla Bay Heights” or “Association”)

Section 2. Dugualla Bay Heights, provides water for its members as well as for non-members. The non-members are considered “users” of the Dugualla Bay Heights water system and facilities but are not members of Dugualla Bay Heights.

     Section 3.  Every Member of Dugualla Bay Heights shall pay any and all amounts billed to the member from the Association within 90 days in order to retain their rights and privileges in the Association.  In the event a member fails to pay an invoice within 90 days of the due date then said member shall have their membership suspended.  The Treasurer of the Corporation shall so mark the records of the Corporation; upon the records being so marked the right to vote and other privileges of the Member are suspended. 

Section 4. Members shall not be financially benefitted either directly or indirectly. Nor shall any member directly advocate for or take such actions that would be detrimental to the Association and for the benefit of another business entity or individual.

ARTICLE II

MEETINGS OF THE MEMBERS

Section 1.  An Annual Meeting of the Members shall be held each calendar year on the third Saturday in September, or such other day as determined by the Board of Directors, in Island County Washington. The Board of Directors shall determine the time and place of the meeting.  If the time and/or place of the Annual Meeting are changed within thirty days of the meeting, a new notice must be mailed to the members per Article II, Section 3.

Section 2.  Special Meetings of the Members may be called by the Board of Directors or upon written request of ten or more Members addressed to the President.  The request shall include an explanation of the purpose of the meeting.  Special Meetings shall be held not less than fifteen days or more than thirty days after the President receives a request for the Special Meeting. If the President fails to call the meeting, any Member may give notice of the meeting per Section 3.

Section 3.  Notice of meetings of the Members stating the time, place and general purpose of the meeting shall be mailed to each Member at their last known address at least thirty days prior to the Annual Meeting, and fifteen days prior to Special Meetings.  For the Annual Meeting, the notice will include a proposed agenda and a list of Director positions that are due for election.  The date the notice is mailed is considered to be the date notification was given.  An entry shall be made in the minutes of the meeting confirming that appropriate notice was given to the Members.

Section 4.  A quorum shall consist of 34% of the votes allocated to Members in person or as represented by duly authorized proxy (RCW 64.38.040).

Section 5.  Any Member may appear at any of the meetings of the Members either in person or by duly constituted proxy.  The numbers of lots a member owns is determined by the number of Island County Parcel numbers assigned.  Each Member is entitled to one vote per each lot owned by that Member.  If multiple Members own a single Lot or Lots then only one vote is cast for each lot and the Owners must determine amongst themselves how to cast the vote. For example, if the Member(s) own(s) 2 lots then the Member(s) is entitled to 2 votes. If the Member(s) own one lot then they are entitled to one vote.  A proxy, to be effective, must be in writing and filed with the Secretary of the Corporation at the time of the meeting or at any time prior to the meeting.  Appearance at a meeting may be by video conferencing or other method that allows for participation.  Any Member, before being qualified to cast a ballot at a meeting of the Association must pay in full any amounts due to the Corporation up to the date of the meeting.

The Association is the owner of several lots within Dugualla Bay Heights. The Association shall refrain from voting except in the event of a tie vote.  Then the Board of Directors shall confer and cast all the votes the Association is entitled to in accordance with the vote of the Board.

Section 6.  A member or the member's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by executing an appointment form in the form provided by the Association.  An appointment form must contain or be accompanied by information from which it can be determined that the Member or the member's agent or attorney-in-fact authorized the appointment of the proxy.  An appointment of a proxy is effective when an executed appointment in the form provided by the Association is received by the secretary.  An appointment is valid for eleven months unless a shorter or longer period is expressly provided in the appointment form.  The death or incapacity of the Member appointing a proxy does not affect the right of the Association to accept the proxy's authority unless notice of the death or incapacity is received by the secretary before the proxy exercises his or her authority under the appointment.  The Association may accept the proxy's vote or other action as that of the member making the appointment and to any express limitation on the proxy's authority stated in the appointment form.  A proxy may be revoked by a Member by delivering notice in the form provided by the Association to the secretary of the Association before the Association has relied upon the proxy.

 Section 7.  Meetings shall not be held without a quorum.  Regular or Special Meetings of the Members shall be adjourned if there are not sufficient Members present, in person or by proxy.  The reason for the adjournment shall be recorded.

Section 8.  The President, or if absent, Vice President, Secretary, or Treasurer, in turn, shall call the meeting of the Members to order and act as presiding officer.  If the Secretary is required to act, a Board member shall be designated from among the remaining Directors to record the proceedings of the meeting.

Section 9.  A financial statement for the preceding fiscal year (1 June to 31 May of each year) shall be distributed to all Members prior to or at the Annual Meeting.  A budget for the upcoming fiscal year (1 June to 31 May) shall be presented to the Members to approve.  The budget shall contain the following:

(a) The current amount of regular assessments budgeted for contribution to the reserve account, the recommended contribution rate from the reserve study (if available), and the funding plan upon which the recommended contribution rate is based;

(b) If additional regular or special assessments are scheduled to be imposed, the date the assessments are due, the amount of the assessments per each owner per month or year, and the purpose of the assessments;

(c) Based upon the most recent reserve study and other information, whether currently projected reserve account balances will be sufficient at the end of each year to meet the association's obligation for major maintenance, repair, or replacement of reserve components during the next thirty years;

(d) If reserve account balances are not projected to be sufficient, what additional assessments may be necessary to ensure that sufficient reserve account funds will be available each year during the next thirty years, the approximate dates assessments may be due, and the amount of the assessments per owner per month or year;

(e) The estimated amount recommended in the reserve account at the end of the current fiscal year based on the most recent reserve study, the projected reserve account cash balance at the end of the current fiscal year, and the percent funded at the date of the latest reserve study;

(f) The estimated amount recommended in the reserve account based upon the most recent reserve study at the end of each of the next five budget years, the projected reserve account cash balance in each of those years, and the projected percent funded for each of those years; and

(g) If the funding plan approved by the association is implemented, the projected reserve account cash balance in each of the next five budget years and the percent funded for each of those years.

Section 10. The agenda for the annual meeting may also provide for discussion and motion of the following: whether or not to engage a company to perform a reserve study (RCW 64.38.065); whether or not to pay for an audit (RCW 64.38.045) of the Association books; Election of Directors to fill any vacancies; approval of the budget for the upcoming year; additional motions and discussions as provided by the Members and the Board.

ARTICLE III

DIRECTORS

     Section 1.  The corporate powers, business and property of the Corporation shall be exercised, conducted and controlled by a Board of Directors.

     Section 2.  Any person of lawful age who is a Member in good standing at the time of their election may be elected or appointed as a Director of this Corporation.

     Section 3.  At the Annual Meeting, the Members shall, by majority vote, elect Directors. The Board of Directors shall be no less than 3 or more than 9 in numbers.  Even-numbered Positions shall be elected in even-numbered years and serve a term of two years. Odd numbered Positions shall be elected in odd-numbered years and serve a term of two years. Elected Directors take office at the conclusion of the Annual Meeting.  If a Director position is still unfilled at the end of the Annual Meeting, the Board may appoint a successor to fill the vacancy.

     Section 4.  The Members shall fill Board of Director vacancies during the Annual Meeting.  Directors shall serve until their terms of office expire, they are removed by vote of the Members, disqualified for any reason, or resign.  There is no restriction on the number of terms that a Director may serve.

     Section 5.  The Directors of this Corporation shall act without compensation.

ARTICLE IV

CORPORATE OFFICERS

     Section 1.  The Board of Directors shall elect the President, Vice President, Treasurer and Secretary for the Association from among Members of the Board following the Annual Meeting and may appoint committees from amongst the members.  If there are only 3 Board Members than there will be no vice president.

Section 2.  PRESIDENT.  The President of the Corporation is the presiding officer at all meetings of the Members and the Board of Directors.  The President has the enumerated powers herein and any additional powers as delegated by the Board of Directors.

Section 3.  VICE PRESIDENT.  The Vice President of the Corporation acts as the President in the absence of the President.

     Section 4.  TREASURER.  The Treasurer of the Association keeps accurate and complete financial records of the Association; including the current budget, detailed receipts and expenditures, and other accounting records. All financial statements and tax returns of the Association. The records shall be maintained for a period of seven years.

     Section 5.  The Treasurer keeps a record of the names and addresses of the Members of the Association. The record of Members shall indicate which Members are delinquent on the payment of dues and assessments.

Section 6.  If the Treasurer is unable or unwilling to perform the duties herein, the President or Vice President assumes those duties or the Board may elect a Board member to fill the remainder of the Treasurer’s term of office.

     Section 7.  SECRETARY.  The Secretary of the Association gives notice of all meetings of the Members and the Board of Directors. The Secretary of the Association shall retain the following records (RCW 64.38.045 (4)):

(a) Minutes of all meetings of its owners and board other than executive sessions, a record of all actions taken by the owners or board without a meeting, and a record of all actions taken by a committee in place of the board on behalf of the association;

(b) The names of current owners, addresses used by the association to communicate with them, and the number of votes allocated to each Member;

(c) Its original or restated declaration, organizational documents, all amendments to the declaration and organizational documents, and all rules currently in effect;

(d) A list of the names and addresses of its current board members and officers;

(e) Its most recent annual report delivered to the secretary of state, if any;

(f) Copies of contracts to which the Association is or was a party within the last seven years;

(g) Materials relied upon by the board or any committee to approve or deny any requests for design or architectural approval for a period of seven years after the decision is made;

(h) Materials relied upon by the board or any committee concerning a decision to enforce the governing documents for a period of seven years after the decision is made;

(i) Copies of insurance policies under which the association is a named insured;

(j) Any current warranties provided to the association;

(k) Copies of all notices provided to owners or the Association; and

(l) Ballots, proxies, absentee ballots, and other records related to voting by owners for one year after the election, action, or vote to which they relate.

The records required to be retained by the Association must be made available for examination and copying by all owners, holders of mortgages on the lots (excepting Membership rosters), and their respective authorized agents at a mutually convenient time and location.

Records retained by an association must have the following information redacted or otherwise removed prior to disclosure:

(a) Personnel and medical records relating to specific individuals;

(b) Contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated;

(c) Existing or potential litigation or mediation, arbitration, or administrative proceedings;

(d) Existing or potential matters involving federal, state, or local administrative or other formal proceedings before a governmental tribunal for enforcement of the governing documents;

(e) Legal advice or communications that are otherwise protected by the attorney-client privilege or the attorney work product doctrine, including communications with the managing agent or other agent of the association;

(f) Information the disclosure of which would violate a court order or law;

(g) Records of an executive session of the board;

(h) Individual lot files other than those of the requesting owner;

(i) Unlisted telephone number or electronic address of any owner or resident;

(j) Security access information provided to the association for emergency purposes; or

(k) Agreements that for good cause prohibit disclosure to the members.

The Association will charge a fee of $25 per hour for all records requested. In the event a Member wants a copy of the records then an additional 50 cents per page fee is required to be paid prior to the release of the records.  Every Member is entitled to an annual request to receive a list of the lots and the owner’s name.

There shall be a $5,000 fine for any Information provided pursuant to this section that is used for commercial purposes.

This section applies to records in the possession of the association on July 23, 2023, and to records created or maintained after July 23, 2023.

     Section 8.  The Secretary shall perform additional administrative duties as needed, such as official correspondence, as assigned by the Corporation President or Board.

     Section 9.  If the Secretary is unable or unwilling to perform the duties herein, the President or Vice President assumes those duties or the Board may elect a Board member to fill the remainder of the Secretary’s term of office.

ARTICLE V

BOARD OF DIRECTOR DUTIES 

     Section 1.  The Board of Directors has the following power:

•To incur indebtedness on behalf of the Association, and authorize the execution of promissory notes or other evidence of indebtedness of the Association, and agree to pay interest thereon.

•To sell, convey, transfer, assign, exchange, lease and otherwise dispose of, mortgage, pledge or otherwise encumber the property, real and personal, and the franchises of the Association. 

•To purchase, lease and otherwise acquire property, real and personal on behalf of the Association and generally to do and perform or cause to be done and performed any and every act, which the Association may lawfully do or perform. Extraordinary expenditures, such as major capital improvements, shall be presented to the Members for approval at the Annual Meeting or at a Special Meeting.  This provision is not meant to restrict the Board of Directors from taking action in an emergency or in situations in which delay could result in the Association incurring liability.

•To employ or engage individuals and corporations to effectuate the reasonable and necessary upkeep, maintenance, and repair of Association properties and water system components.  Employment contracts requiring a time period of greater than one year shall not exceed 3 years.

•To terminate the employment or services upon a majority vote of the Board of Directors.  The Board of Directors may also affix a bond for any and all employees, agents, or officers in the Board’s sole discretion.

•To determine the fees, rates, charges, and collect fees and assessments as determined by the annual budget as well as impose special assessments for unforeseen costs and expenses not included in the budget. 

     Section 2.  Directors stand in a fiduciary relation to the Corporation and must discharge the duties of their positions in good faith and with that diligence, care and skill which ordinarily prudent persons would exercise in similar circumstances.

ARTICLE VI

VACANCIES

     Section 1.  Any Director may be removed, with or without cause, by a majority vote of the Members confirmed as eligible to vote at a Special Meeting called for that purpose.  Members may choose to fill the vacancy, or vacancies, at the same Special Meeting or task the Board to fill the vacancy.

     Section 2.  Members of the Board of Directors shall attend all meetings.  Any Member who does not attend three or more consecutive Regular or Special Meetings of the Members shall be removed from the Board unless the remainder of the Board of Directors votes to the contrary.  If any Director is removed for non-attendance, the Board of Directors shall appoint a successor to fill the vacancy for the remainder of that Director’s term of office.

     Section 3.  When a vacancy occurs among the Directors, except by recall and election of a successor, the Board of Directors shall appoint a successor by a majority vote of the Board of Directors.  An appointed Director holds office until the next Annual Meeting, at which time a successor is elected to fill the remaining term of office, unless the term is expired, in which case, a Director will be elected to fill the position.

ARTICLE VII

BOARD OF DIRECTOR MEETINGS 

     Section 1.  Board of Director Meetings are held at such time and place in the State of Washington as the Board decides. Special Meetings of the Board of Directors may be called any time by the President or on the order of two Directors.

     Section 2.  Directors shall register their addresses with the Secretary.  Notice of meetings mailed to that address or e-mailed to the Directors e-mail address shall constitute valid notice of the meetings.  Notice of Board of Director meetings, stating the time and general purpose of the meeting shall be mailed, e-mailed, or otherwise personally delivered to each Director not later than three days before the meeting.

Section 3.  Every act or decision of a majority of the Directors present at a meeting with a quorum is valid as the act of the Board of Directors.  A quorum of the Board consists of a majority of the directors in office at the time the meeting begins.  Board Members may cast ballots by e-mail, teleconference, regular mail or via video conferencing on any matter before the Board, but a quorum must still be physically present at the meeting.

ARTICLE VIII

PROPERTY

     Section 1.  All property, real or personal (in process of being obtained, interest in or to property of any nature, and wherever situated), shall be the property of the Members of the Association upon dissolution of the Association.

ARTICLE IX

FEES AND ASSESSMENTS 

     Section 1.  If deemed necessary, an annual membership fee may be set by the Board of Directors.  The membership fee may be paid in advance in quarterly or semi-annual installments, or annually, as the board determines.  Upon non-payment of fees for three months from the due date, all rights and privileges of the non-paying Member will be suspended.  The suspension shall continue until all delinquencies and defaults are corrected and all payments brought up to date per the provisions of Article IX, Section 3 below.

     Section 2.  The Board of Directors shall levy regular or special assessments on Members for the purpose of operating and maintaining the water system.  The Board of Directors may establish a water usage rate chargeable to those Members who are connected to the water system.  A billing notice will be mailed to each Member every three months.  Payment in full is due within thirty days of the mailing date of the notice.  The Board of Directors shall establish a water usage rate and charge users connected to the Water System who are not Members of the Association.  The Board of Directors may set separate rates and fees to the non-Member users.  A billing notice will be mailed to each user every three months.  Payment in full is due within thirty days of the mailing date of the notice. 

     Section 3.  In the event of overdue payments, Members and users shall pay to the Corporation the full amount owed including but not restricted to late fees, attorneys’and collection agency fees and costs reasonably incurred in enforcing payment.  The amount owed to the Corporation shall be a lien on the member’s real property (as described in Article I, Section 1), superior to any and all other liens created or permitted by the owner and enforceable by foreclosure proceedings in the manner provided by law for foreclosure of mortgages upon land.  Proceedings for the foreclosure of this lien shall not be commenced sooner than six months after the date the first billing notice was mailed to the Member. 

     Section 4.  In addition to the provisions of Section 3, the Board reserves the right to terminate water service to any Member or user who has not paid water system-related assessments and fees by three months after the due date.  The board will provide written notification to the Member or user at least thirty days prior to terminating service.  The Member or user will be responsible for all costs associated with terminating and reconnecting water service.

 ARTICLE X

BUILDING AND USE RESTRICTION ENFORCEMENT

     Section 1.  As stated in the Building and Use Restrictions for Dugualla Bay Heights Divisions 1 through 9, the Building and Use Restrictions may be enforced by any lot or building site owner or by the Association.  The procedures stated below should be followed in addressing violations of the Building and Use Restrictions.

     A.  Any Member who observes a violation of the Building and Use Restrictions may elect to bring the violation to the attention of the owner of the property on which the violation is occurring.  The Member making the complaint must specify the nature of the violation, the specific provision of the governing documents being violated, and what corrective action is being sought.  If a mutually agreed resolution to the complaint by the parties is achieved, no other action is required.

     B.  If mutual agreement is not achieved, and the complainant wishes to pursue the matter further, the complainant shall restate the complaint, provision of the Association governing documents being violated, and the corrective action being sought in a letter to the owner of the property on which the violation is occurring (if this is not already done).

     C.  If the recipient of this letter fails to respond within thirty (30) days or a mutual agreement in not reached, the complainant may elect to submit a letter to the Board of Directors requesting the Board of Directors intercede. The letter must include a description of the violation, the name and address of the property owner against whom the complaint is being made, the provision of the governing documents being violated, and a list of all of the steps taken up to this point to attempt to resolve the complaint.  A copy of this letter shall be sent to the individual who is the subject of the complaint. 

     D.  If the individual who is the subject of the complaint feels that the complaint does not have merit, that person may submit a rebuttal in writing to the Board of Directors with a copy to the complainant within 30 days of receiving the complaint.

E.  The Board of Directors shall review the complaint and any rebuttal received and attempt to determine if a violation of the Building and Use Restrictions has occurred.

     F.  If the Board determines that no violation has occurred, they will notify the complainant and subject of this in writing.  The notification shall include a detailed explanation of the Board’s decision.

     G.  If the Board determines a violation has occurred, the Board shall attempt to contact the owner on whose property the violation has occurred and request the owner correct the violation.

     H.  If the Board is unable to contact the property owner or the property owner is unresponsive, the Board shall send a registered letter to the property owner citing the violation and specifying the remedy required.  The property owner shall be given 30 (thirty) days to respond to this letter.

     I.  If the property owner responds by the deadline and takes appropriate action to come into compliance to the satisfaction of the Board of Directors, no further action is required except that the Board shall maintain a full and complete record of the complaint and associated actions taken in the community archival files, for a period of seven years.

     J.  If the property owner is unresponsive to the registered letter or fails to come into compliance within a reasonable period of time, the Board of Directors may refer the issue to an attorney requesting action be initiated to enforce the Building and Use Restrictions by proceedings at law.

     K.  Both parties to the complaint shall be kept informed in writing of the actions taken by the Board of Directors.

     Section 2.  Nothing in this article shall infringe on the rights of any lot or building site owner, or by the Association, either individually or collectively, to seek enforcement by proceedings at law or in equity against any person, firm or corporations violating or attempting to violate the Building and Use Restrictions, or any portion thereof, either to recover damages or to restrain violation or to enjoin the use of a structure or structures, or to require performance of any act or removal of a structure or structures, in such form and under such penalties as judgment, order or decree of a court shall provide.  In any litigation to enforce the Building and Use Restrictions, the prevailing party shall be entitled to recover from the losing party reasonable attorney’s fees and court costs as determined by the court to be just, fair and proper. 

ARTICLE XI 

     Section 1.  These by-laws shall be reviewed at least once every five years by the Board of Directors or by a committee established by the Board for that purpose.  Members may submit proposed amendments at any time.  All proposed amendments shall be distributed to the Members at least thirty days prior to the Annual Meeting and shall be voted on at the Meeting.  Amendments may be adopted by a simple majority vote of the Members present in person or by proxy at meeting. 

Street Name Changes

Plat - Old Name - New Name

1 - Shore Drive - Beacon View Dr.

2 - Cedar Loop - Verdi View Dr.

2- Hemlock - Ridgewood Dr.

3 - Hemlock - Ridgewood Dr.

3 - Easement - Verona

4 -  East Shore Dr. - Shorecrest Dr.

5 - Hemlock -  Ridgewood Dr.

6 - Spruce Pl. -  Blue Spruce Pl.

 7 -  East Shore -  Shorecrest Dr.

8 -  Bay St. - Bay Front Ln.

9- West Birch -Hazelwood Dr.

9- Easement -  Blueberry Ln.

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