BYLAWS OF THE CASCADE WOODLANDS LAND OWNER ‘S ASSOCIATION – Compendium

January 18, 2022

BYLAWS OF THE CASCADE WOODLANDS LAND OWNER ‘S ASSOCIATION

A Non-Profit Corporation

COMPENDIUM

12-29-2021

Article I – TITLE AND PURPOSE

  • Original title “Title and Function”

Section 1: The name and title of this body shall be “The Cascade Woodlands Landowner ‘s Association, a nonprofit corporation”, hereinafter referred to as the “Association”.

  • Original text prior to 2008
  • The name and title of this body shall be “The Cascade Woodlands Landowner ‘s Association”, hereinafter referred to as the “Association”.

Section 2: The purpose of the association shall be as follows:

a. To promote and stimulate interest in the Cascade Woodlands Development, which development is delineated on segregation survey of  Cascade Woodlands recorded April 10, 1981, under Auditor’s File number 887274, and is found in Volume 4 of surveys, page 230, records of Lewis County, Washington; and which segregation survey includes real property located in the west half of Section 31, Township 12 North, Range 1 East, Willamette Meridian, and real property located in the east half of Section 36, Township 12 North, Range 1 West, Willamette Meridian.

b. To provide an opportunity for residents and landowners of Cascade Woodlands development to become better acquainted.

c. To assist in and provide a mechanism for enforcement of the restrictive covenants of Cascade Woodlands as amended.

(Prior verbiage removed by 2008, see 1992 version of bylaws for reference; “which restrictive covenants were recorded the 9th day of April, 1981, under Auditor’s File number 8811076, and are found in Volume 401, page 140, et seq., records of Lewis County, Washington, and such amendments or modifications to such covenants and bylaws as duly adopted.”)

d. To maintain the restricted access through the gate at the entrance to the access road of Cascade Woodlands, as well as other Cascade Woodlands facilities.

e. To promote an opportunity for members to discuss and take cooperative action in matters of mutual concern.

f. To establish and maintain contact with neighboring and adjacent landowners, insuring cooperation on matters of joint interest, as well as mutual support of the common activity.

g. To provide a means of communication among members with owners and residents of adjacent land, with similar organizations, with governmental agencies, and with utilities furnishing services and matters of general concern to members.

h. To foster civic interest in the members.

i. To enhance social and recreational opportunities and activities of the members.

j. To elect a Board of Directors and/or officers as provided by the bylaws.

k. To conduct such other activities as may be desirable or beneficial in the judgment of the board of directors, officers, or members.

Article II – MEMBERS

Section  1:  There shall be one class of members of the Cascade Woodlands Landowner’s Association. All members shall have the same rights, privileges, duties, liabilities, limitations, and restrictions. Each member owning or purchasing tracts in Cascade Woodlands shall be entitled to one vote. PROVIDED, HOWEVER, that no individual shall be entitled to more than four votes regardless of the number of tracts owned in excess of four.

In the event that a corporation or more than one natural person or a marital community own or purchase a tract, such corporation or group of individuals shall be entitled to only one (1) vote and shall be required to designate to the Secretary of the Cascade Woodlands Landowner’s Association the name of the individual entitled to that vote. No combination of tract owners or group of tract owners acting in concert shall be entitled to more than four (4) votes regardless of the number of tracts owned in excess of four.

Section 2: As used herein, tract and lot are synonymous.

Section 3: Any person who owns or is purchasing land in Cascade Woodlands development who agrees to abide by the bylaws and covenants attached to the land of this association, and who pays the annual maintenance fee as set forth in Article II, Section III, shall be a member of the Cascade Woodlands Landowner’s Association.

  •  Added or amended on 2-26-1992 Covenants 2-22-2002
  • Added or amended on 5-2002 Covenants 2-22-2002
  • Original Text: Any person who owns or is purchasing land in Cascade Woodlands development who agrees to abide by the bylaws of this association, and who pays the annual maintenance fee as set forth in Article II, Section III, shall be a member of the Cascade Woodlands Landowner’s Association.

Section 4: All individual owners or contract purchasers of tracts within the boundaries of the development of Cascade Woodlands including any portion of any subdivision therein, shall be assessed and pay the sum of $200.00 effective July 1, 2013; $250.00 effective July 1, 2014; $300.00 per year effective 2015, to the CASCADE WOODLANDS LANDOWNERS’ ASSOCIATION, A NON-PROFIT CORPORATION, for a general fund. Said payment shall be due by July 1 of each and every year. Any annual assessment fee not paid on or before July 1 of any year shall be delinquent. Any member whose annual assessment fee is delinquent shall not be entitled to vote on any matters which may come to the attention of the Corporation until such time as the amount of the delinquent annual assessment fee, together with interest on the same at the rate of 12% per anum, calculated from the due date is paid in full. When the sum of $50,000.00 in unexpended funds has been accumulated in the general fund, the annual assessment shall be waived until such time as the general fund has been depleted to the sum of $30,000.00, at which time the assessment shall become effective again at the July 1, 2015 rate.

  • Prior to 2008
  • All members of the Cascade Woodlands Landowner’s Association shall pay an annual maintenance fee in the sum of (1992: $100.00) which maintenance fee shall be payable each year on or before July 1. Notice that the payment of the annual maintenance fee is due shall be mailed to all members prior to its due date, by the Secretary. Any annual maintenance fee not paid on or before July 1 of any year shall be declared to be delinquent. Any member whose annual maintenance fee has been declared to be delinquent shall not be entitled to vote on any matters which may come to the attention of the  Association until such time as the amount of the delinquent annual maintenance fee, together with interest on the same at the rate of 12% per annum, payable monthly, has been paid.
  • Amended on 8-27-2012 3383906 Reichman amended covenants 2012
  • Amended 6-26-1999 3069763 Baine amended covenants 1999
  •  Added or amended on 2-26-1992 Covenants 2-22-2002
  • Added or amended on 6-26-1999 Covenants 2-22-2002
  • Added or amended on 6-9-2012 Covenants 2-22-2002

Section 5: No membership may be assigned or transferred voluntarily or by operation of law except in conjunction with the transfer of title to a lot or lots in the plat of Cascade Woodlands. No person, corporation, or other entity that is not an owner of a lot or lots of the plat of Cascade Woodlands according to the records of Lewis County, Washington, shall be entitled to membership in the Association.

Article III – OFFICERS

Section 1: The officers of the association shall be President, Vice-President, Secretary, and Treasurer. The officers shall be elected for a term of one year, or until no longer legal landowners.

Section 2: The President shall:

a. Preside at all business meetings of the Association and Board, conducting this by formal order of business, as described in Article X.

b. Serve as ex-officio member of all committees except the committee on nominations.

c. See that all directives and resolutions of the board are carried out.

d. Appoint standing and special committees with the approval of the board.

e. Co-sign all official correspondence and/or authenticated documents of the Association.

f. Represent the Association when necessary as official representative for the purpose of advancing the objectives and policies of the organization.

Section 3: The Vice-President shall:

a. Assume all duties of the office of President during the absence or inability of the President to act.

b. Perform such duties as may be delegated to him/her by the President or prescribed by the Board of Directors.

Section 4: The Secretary shall:

a. Take accurate minutes of the proceedings of the meetings of the Board and all other meetings of the Association, and record them in a permanent form to be kept for the Association, and shall perform other secretarial duties as assigned by the board.

b. Type minutes of the stated meetings, an original and seven copies, and distribute them within the month from the meeting date to the officers and board members, retaining the original on file preserved by the board.

c. Give notice of all regular meetings twenty-one (21) days prior to the meeting and all called special meetings at least fourteen (14) days prior to the meeting.

d. Keep an accurate role of all current members and members with voting rights (names, addresses and phone numbers).

  • Present in 1992, 2008 version, no longer present in 2013 version:

  • Section 4: The Secretary shall:

    1. a Take accurate minutes of the proceedings of the meetings of the board and all other meetings of the Association, and record them in a permanent form to be kept for the Association; and shall perform other secretarial duties as assigned by the board.
    2. b Type minutes of the stated meetings, an original and seven copies, and distribute them within the month from the meeting date to the officers and board members retaining the original on file.
    3. c Allow the records to be inspected by any member at any reasonable time for proper performance of Association duties.
    4. d Maintain the records from this office for the Association’s permanent file as prescribed by the board.
    5. e Give notice of all regular meetings 21 days prior to the meeting and all called meetings at least 10 days prior to the meeting.
    6. f Keep an accurate roll of all current members and members with voting rights (names, addresses and phone numbers).
    7. g Notify all applicants of their acceptance as members.

Section 5: The Treasurer shall:

a. Have custody of the Association funds and keep full and accurate accounts of receipts and disbursements in books belonging to the Association.

b. Deposit all monies of the Association in such depository as designated by the

c. Render to the President and board at regular meetings of the board, or whenever they require it, and accurate account of all his/her transactions as Treasurer of the Association and of the financial condition of the Association using Robert’s Rules of Order suggested model for this report.

d. Be Ex-Officio member of all committees having for their function the raising of funds or the preparation of budgets, and prepare a certified report for the annual business meeting

Section 6: Officers shall be elected by written ballot at the annual meeting of this Association. A majority of the members voting shall be required to elect officers. Such elected officers shall begin their term of office the following July. Such elected officers shall hold office for a one-year term or until their successors have been elected. When a vacancy occurs, the Association at its next meeting shall elect a member to fill such vacancy for the unexpired term.

Section 7: Officers of the Association and members of the Board of Directors shall notify in writing the Chairman of the Board of Directors that they are no longer willing or able to perform their duties but shall continue in said capacity for a reasonable time to allow for choosing of a successor.

Article IV – Meetings

Section 1: A general meeting will be held at least annually, during the month of June. Other general membership meetings shall be held when deemed necessary by the Board of Directors.

Section 2: The annual membership meeting shall be held for the election of officers.

Section 3:  When  15% of the members of this association send a written request to the President to call a meeting, he/she shall do so, and a 10-day notice in advance of such meeting shall be sent to each member by the Secretary stating the time, place and subject or purpose of the meeting.

  • sections 4 and 5 (below) added after 1992, present in 2008

Section 4: Not less than ten (10) and no more than twenty-one (21) in advance of any meeting, the President or Secretary shall cause notice to be hand-delivered or sent prepaid first-class mail to the mailing address of each member, or to any other mailing address designated in writing by the member. The notice of any meeting shall state the time and place of the meeting and the business to be placed on the agenda, including the general nature of any proposed amendment to the Articles of Incorporation, Bylaws, any budget or changes in the previously approved budget that result in a change in assessment obligation, and any proposal to remove a Director.

Section 5:  Upon the affirmative vote in open meeting to assemble in closed session, the Board of Directors may convene in closed executive session to consider personnel matters, consult with legal counsel, or consider communications with legal counsel, and discuss likely or pending litigation, matters involving possible violations of the governing documents of the Corporation, and matters involving a possible liability of a member to the Corporation. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes.

Article V – Board of Directors

Section 1: The Board of Directors shall consist of the elected officers and additional elected directors to total seven (7) members. The terms of the directors shall be staggered such that one is replaced in each election.

Section 2: The board shall meet twice each year or more frequently at the call of the chairman, at such times and places as designated by the board.

Section 3: The Board of Directors, with the approval of the majority of its members shall have authority to authorize an expenditure not to exceed $1000.00  for any bona fide or beneficial cause deemed in the best interest of the Association. Expenditures in excess of $1000.00 must be presented to the membership after approval by the majority of the members of the Board.

  • (1992: $500.00)
  • (2008: $1000.00)
  • (2013) $1000.00

Section 4: The board shall transact the general business of the Association in the interim between meetings, and shall:

a. Report to the Corporation at the annual meeting the business transacted by the Board during the preceding year.

  • 1992 verbiage was “Report to the Associaton…” changed by 2013

b. Select a place for the deposit of funds, and provide an auditing for all books as called for by the Board or a majority of Corporation members.

c.  Have the power to fill any vacancies on the Board of Directors except those occurring in the President, Vice President, Secretary or Treasurer.

d. Be vested with parliamentary authority to censure, expel or otherwise discipline any member only after complete investigation and statements from both sides have been heard.

e. Secure legal counsel as required.

Section 5:  The owners by majority vote of the voting power in the corporation present, in person, or by written proxy and at which a quorum is present, may remove any member of the Board of Directors with or without cause.

Article VI – Nominations and Elections

  • Original title and text: Committees

  • The President, with the approval of the Board, shall appoint such committees as may be deemed necessary or desirable ’to perform the functions of the Association and shall define their duties.

  • Amended 6-26-1999 3069763 Baine amended covenants 1999

Section 1: Nominations:

a. Thirty (30) days prior to the notice of the manual meeting, the President will appoint one board member to prepare a slate of candidates for the election. The appointed board member will discuss potential candidates with a minimum of four members of the general membership. Nominees shall have consented to serve before being placed on the ballot. Any member may self-nominate by contacting any board member.

  • Original Text:

  • A nominating committee is to be made up of one Board member and four members in good standing from the general membership.   This committee shall be selected 60 days prior to the Annual Business Meeting. Said committee shall meet prior to the giving of notice of the business meeting and shall prepare a slate of candidates to be elected placed on the ballot.

b. The names of persons nominated as candidates shall be made known to the members in the notice of the annual business meeting at least twenty-one (21) days prior to said

c. Nominations may be made from the floor, on the day designated, if the nominee has consented to serve if elected.

  • Original text “d. An election committee shall be appointed by the President to conduct the election and report the results to the meeting before adjournment.” moved to elections by 2013

Section 2: Elections:

a. Elections shall be held at the annual business meeting on the day designated.

b. Election shall be by secret ballot and simple majority of those voting (in person, by signed Absentee ballot or by proxy) shall elect a candidate.

  • Present in original, present in 2008, missing text in 2013
  • c. Members unable to attend can obtain a ballot from the President and vote prior to the meeting for those candidates placed in nomination by the

d. An election committee shall be appointed by the President to conduct the election and report the results to the meeting before adjournment.

Article VII —BUDGET

  • Original Title “VII – Nominations and Elections”
  • 1992 

Within thirty (30) days after adoption of the board of directors of a proposed regular or special budget of the corporation, the Board shall set a date for a meeting of the owners to consider ratification of the budget, not less than fourteen (14) but no more than sixty (60) days after mailing of the summary. Unless, at that meeting, the owners of a majority of the votes in the Corporation reject the budget, in person or by proxy, the budget is ratified whether or not a quorum shall be present. In the event, the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the owners shall be continued until such time as the owners ratify a subsequent budget proposed by the Board of Directors.

Article VIII – QUORUM

The quorum of the Corporation shall be considered twenty-five percent (25%) of its members in good standing.

Article IX – Fiscal Year

The fiscal year shall be June 1 through May 31.

Article X – Parliamentary Authority

The latest edition of Robert’s Rules of Order shall be the parliamentary authority for the Cascade Woodlands Landowners’ Corporation. The President may at his/her option, and with the approval of the majority of the members present, elect to conduct the meetings informally, providing order is maintained.

Article XI – Proxy Voting

  • Original 1992 Article XI – Amendment
  • These bylaws may be amended by a majority vote by written ballot.
  •  Added or amended on 2-26-1992 Covenants 2-22-2002

Section 1: Any Owner otherwise entitled to vote in accordance with all other requirements for voting may grant such right to another person by written proxy delivered to the Secretary of the corporation, stating the name of the Grantor of the proxy, the date of the proxy and the name of the party entitled to vote. The proxy shall be signed by the grantor. 

Section 2: In the event property is owned by more than one person and in the further event the owners have failed to notify the Secretary of the corporation of the person holding the right to vote, any owner otherwise entitled to vote who attends a meeting in person or by proxy, shall have the right to cast one vote per tract owned, for a maximum of four votes.

Article XII – Amendment

  • Original 1992 Article XI – Amendment
  • These bylaws may be amended by a majority vote by written ballot.
  •  Added or amended on 2-26-1992 Covenants 2-22-2002

The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the members of the corporation, who may amend the bylaws at any annual, regular, or special meeting after notice of the proposed amendment is given not less than fourteen (14) days prior to such meeting. The bylaws may be amended by majority vote of those members present in person or by proxy at a meeting at which a quorum is present.