From a Neighbor: Bylaws Amendments

Cascade Woodlands Landowners Association Members.
The Board of Directors has stated in the June 13, 2022, letter that they plan to hold a Special meeting to go over the proposed changes to the Bylaws, however, that is not part of the present agenda.
I also do not believe that the March 3, 2022, letter presents the Bylaw changes in a manner that is conducive to being able to review the changes and come with an informed opinion.  The reason being, there is usually more than one proposed change to an item of the Bylaws, and you would have to go back and forth through the original and 4 possible proposed changes to find what all the comments are that might apply to that single change.  Also there have been some other changes that have been proposed that are not in the March 3,2022, letter.  Therefore, I have prepared a different presentation that I think will make things easier to review and make an informed decision.   Also, I have requested the reasons for the changes from both the Smiths and Marty since they were missing in the March 3, 2022, letter.  Unfortunately, Marty is the only one that supplied me with reasons which I have included.  For those of you that do not have a color printer, I will have a number of copies that I can hand out at the Annual Meeting since I feel that this is a very important matter.
I will be at the potluck after the meeting to answer any questions you might have concerning this matter or anything else you might like to talk about.  As an added note the attorney made his changes to the Bylaws to the LETTER of the RCWs and did not intrepid the RCWs as it applies to our HOA.  Sue stated I could not change any of the attorneys’ words at the Special Meeting after the March 3, 2022 letter and I, therefore, asked her to send my changes to the attorney for comment and again I still have not received anything from her or the Board.
Looking forward to talking to all of you and getting your comments.
Bill Fortig
OPEN AND SAVE OR PRINT THE COLOR PDF BELOW

Suggested changes to bylaws

OPEN AND SAVE OR PRINT THE COLOR PDF ABOVE

Legend of the changes to the Bylaws.

1) “Black”, Latest copy of the Bylaws.

2) “Red”, Attorney’s proposed revisions to the Bylaws.

3) “Green”, Bill Fortis’s proposed revisions to the Bylaws.

4) “Blue”, Marty Sederberg’s proposed revisions to the Bylaws.

5) “Orange”, Tom & Sue’s proposed revisions to the Bylaws.

6) “Violet”, Reasons for the proposed change and by who

 BYLAWS OF CASCADE WOODLANDS LANDOWNERS’ ASSOCIATION

A NONPROFIT CORPORATION


Article I – Title and Purpose


Section 1: The name and title of this body shall be Cascade Woodlands LandownersAssociation, a nonprofit corporation”, hereinafter referred to as the Corporation”.


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

  1. 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 No. 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, Rangel East, Willamette Meridian, and real property located in the east half of Section 36, Township 12 North, Rangel West, Willamette Meridian.
  2. To provide an opportunity for residents and land owners of Cascade Woodlands development to become better acquainted.
  3. To assist in and provide a mechanism for enforcement of the restrictive covenants of Cascade Woodlands, as amended.
  4. 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.
  5. To promote an opportunity for members to discuss and take cooperative action in matters of mutual concern.
  6. To establish and maintain contact with neighboring and adjacent land owners, insuring cooperation on matters of joint interest, as well as mutual support of common activities.
  7. 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.
  8. To foster civic interest in the members.
  9. To enhance social and recreational opportunities and activities of the members.
  10. To elect a Board of Directors and/or officers as provided by these Bylaws.
  11. To conduct such other activities as may be desirable or beneficial in the judgement of the Board of Directors, officers, or members.


Article ll Members

Section 1: There shall be one class of members of the Corporation. 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 for each tract owned; provided, however, that no individual shall be entitled to more than four votes, regardless of how many tracts he or she may own or purchase.

In the event that a corporation or more than one natural person or marital community own or purchase a tract, such corporation or group of individuals shall be entitled to only I vote per tract and shall be required to designate to the Secretary of the Corporation, in writing, the name of the individual entitled to that vote. No combination of owners or group of tract owners acting in concert, shall be entitled to more than four votes regardless of the number of tracts owned in excess of four.

 Section 1:  Remove “or is purchasing”

Reason:  It is in conflict with section 5.  You are not a member of the organization until your deed is recorded in Lewis County. 

Section 1: There shall be one class of members of the Corporation. 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 regardless of the number of tracts owned.

Reason:  No reason given.


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


Section 3: Any person who owns or is purchasing land in Cascade Woodlands development shall be a member of the Corporation.

Section 3:  Remove “or is purchasing”

Reason:  It is in conflict with section 5.  You are not a member of the organization until your deed is recorded in Lewis County. 

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 effectiveJuly1,2013; $250.00effectiveJuly1,2014; $300.00 per year effective July 1, 2015 to the CASCADE WOODLANDS LANDOWNERS1 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 I 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 annum, 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.

Section 4: Attorney change OK.

Section 4: Revise $50,000.00 to $75,000.00 and the $30,000.00 to $50,000.00.

This was also suggested by the Smiths

Reason:  It has become painfully obvious that our road has lasted longer than we had expected and that the cost of resurfacing has gone up more than we expected at the time we set the limits.  Also, some residents or landowners are on fixed incomes and have budgeted for the $300.00 per year and some will have a very hard time to come up with a special assessment on top of the normal assessment and this should avoid that from happening.

Section 4:  Add: Any member who incurs a cost billable to Cascade Woodlands Landowners’ Association, for which they have not received prior authorization from a majority of the board, are liable for these costs. Any member who incurs these costs shall not be entitled to vote on any matters that come before the Association until these costs are reimbursed to the Association, together with a 12% per annum penalty, calculated from when the cost is incurred until it is paid in full.

Reason:  No reason given.

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 Corporation.

Section 6: All members are expected to abide by the Cascade Woodlands posted speed limit of 20 mph, for safety reasons and to be considerate to all land owners within and outside Cascade Woodlands.
Reason:  No reason given.  Note this item is an item for the Restrictive Covenants.

Article III Officers:   Has been moved to the end of the Bylaws for this process.

Reason:  It is up to the officers to apply the Bylaws and the will of the community and not drive the changes to the Bylaws.  Therefore, the changes made to the Bylaws will have to be incorporated into Article III. 


Article IV Meetings

Section l: 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 1:  A general meeting ——– by the Board of Directors.  All meetings (Annual Meeting, Board Meetings, Special Meetings and any other HOA Meetings) shall be scheduled and held on a Saturday or Sunday

.

Reason: This allows for the most participation of the community at any type of HOA meeting.  This has also been the standard of the HOA except in the Last 5 years.

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

 Section 3: Special meetings of the Corporation may be called by the President, a majority of the Board of Directors, or by the owners having ten percent (10%) of the votes in the Corporation.

Section 3: Special meetings of the Corporation may be called the President, a majority of the Board of Directors, or by the owners having at least 51% of the votes in the Corporation.

Reason:  No reason given.   

 Section 4: Not less than ten (10) days and no more than twenty-one days 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 4:  Change “twenty-one (21)” to” twenty-eight (28)” and the two “days” are OK.  Then in the last sentence after Bylaws add “Restrictive Covenants”.

Reason:  No one will fault you for giving the members more time to review your included information and you do not have to get everything out on exactly the 21 first day as is now required for the Annual Meeting.   Also, if anything is modified or changed in the “Restrictive Covenants” it must be presented to total membership for approval. Also, whatever the change is here it also must be reflected in Article III Section IV Item e

Article IV, Section 4 Revise

“President or Secretary shall cause notice to be hand-delivered, publicly published in a known and readily accessible location or source and/or sent prepaid first class mail.

Reason: Modern tools should be utilized to ensure standard processes are utilized to enable community members to easily access information while protecting the privacy of members. Also reduces costs, expedites the flow of information.

 

Delete: “the President” Not consistent with President duties. Add… or by email for those members who have an email permission slip on file with the Secretary of the Association.

Reason:  No reason given.   

Section 5: Upon the affirmative vote in open meeting 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 IV, Section 5

Management meetings or other meetings where an official vote is not being conducted may be held via a digital conferencing platform similar to ZOOM or Google Groups for expedience and convenience, and all members may attend as desired to meet requirements otherwise outlined within the By-Laws.

Reason: A convenient and efficient way to allow participation of any and all members of the corporation to be included in the process. Also allows simpler access to meeting and can be recorded for future reference should an issue arise. Transparency, convenience and involvement. 

 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 who are not officers 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 $2000.00 for any bona fide or beneficial cause deemed in the best interest of the Corporation. Expenditures in excess of $2000.00

must be presented to the membership after approval by the majority of the members of the Board.

Section 3: I have no issue with the changes made, but I would like to see the word “Association” before the first membership.

Reason: To distinguish more between the two memberships that we are speaking about.

Section 4: The Board shall transact the general business of the Corporation 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.

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 vacancy on committees, on nominations and on the Board of Directors except those occurring for the President, Vice President, Secretary, or Treasurer.

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

e. Secure legal counsel as required.

Section 4: What are the implications of being censored or expelled?

Reason:  No reason given.   


Section 5: The owners by majority 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 V, Section 5, a. Add

If any single property has eligible members who have been elected to hold more than one board position, that single property shall not be entitled to more than a single representative vote on any action unless such single property also possesses an additional property that may make them otherwise eligible to cast two supporting votes.

Reason: Having more than one member of a household on the board allows the potential for a weighted vote, which, unless otherwise supported, should never be in question. 

Article V, Section 5, b. Add

If at any time an elected officer or board member has been found to have violated any of the bylaws, they shall automatically be removed from the office and replaced with the last election count second-place candidate.

Reason: Adherence to the bylaws as an elected representative is essential to building trust and confidence. Allowing an elected member who may blatantly disregard the rules in which they are entrusted to enforce is a dereliction of duty and should not be tolerated. By installing the runner up, this will maintain a fully operational board that will have the ability to function as intended and carry out the duties in an efficient manner.

Section 5: Remove “Proxy” and replace with “Absentee Ballot”

Reason:  No reason given.   This requires changing the Bylaws in numerous other places such as Article VI Section 2b and 2c, Article VII Section 1, the entire Article XI including Sections 1 and 2, and Article XII 


Article VI- Nominations and Elections


Section I: Nominations:

a. Thirty (30) days prior to the notice of the annual 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.

Section1: a Add:  At the beginning of the sentence “At least “Thirty days (30) prior to the annual meeting – – – -.   Also revise the last sentence to “The appointed board member shall also notify the Association members of the openings that any member may self-nominate.”  and remove” Any member may self-nominate.”

Reason: The association should be notified which positions are open and that members can self-nominate. 

Section 1 a: Change to: At least 30 days prior to the Annual Business Meeting, members who wish to run for a position on the Board, will provide written notice to the Secretary of the position they intend to run for, and for inclusion on the ballot.

Reason:  No reason given.   

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 meeting.

Section 1:  Nominations: b. Put a period after meeting and remove “at least twenty-one (21) days to said meeting”

Reason:  The balance of the sentence is unnecessary and is stated else ware.

c. Nominations may be made from the floor, on the day designated, if the

nominee has consented to serve if elected.


Section 2: Elections:

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

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

Section 2b:  Add “Candidates shall be placed on the ballot in alphabetical order by Sir-name.”

Reason: No person should be allowed to rank a person’s position on the ballot by placing one person above the other

Section 2 b: Remove “Proxy” and add “signed secret absentee ballot”

Reason:  No reason given.   

c. Members unable to attend may obtain a ballot from the President and vote prior to the meeting for those candidates placed in nomination by the nomination committee, or may vote by proxy.

Section 2c: Replace this section with the following:  Member unable to attend the Annual Business Meeting, may obtain a ballot from the President or Secretary, and vote prior to the meeting for those candidates placed on the ballot or they may write in their own candidate.

Reason:  No reason given.   

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

Section 2: Elections: e.  Add “Ballots shall be counted by two volunteers not on the Board or ballot nor associated with a member of the Board or ballot”.

Reason:  This way there can be no cause for stating there was tampering with the ballot counting.

Article VI, Section 2, e. Add

All ballots shall be prepared by the CWLOA so that the ballot paper shall be unique. and able to be differentiated by-election and shall also have a sequential number that shall not be associated with any specific person or parcel so as to allow for verification and reconciliation purposes.

Reason: To ensure the confidence and to provide a trackable process supported by a verifiable document trail. 

Seeton 2d: The secret election ballots shall be tallied by two members of the Association who are not on the ballot or who have been added as write ins on the ballot. The outcome of the election shall be reported by the President or the Secretary to all in attendance prior to adjournment.

Reason:  No reason given.   

Article VIIBudget

Revise to reflect the Section numbering per the Association attorney.

Reason:  No reason given.   This is already done since I used the attorney’s revision as Base Line.

Section 1:  Within thirty (30) days after adoption by the Board of Directors of a proposed regular or special budget of the Corporation, the Board must provide a copy of the budget to all the unit owners and 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) fifty (50) days after mailing of the summary. Unless, at the meeting, the owners of a majority of the votes in the Corporation reject the budget, in person or by proxy, the budget and any assessments against the unit included in the budget are 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.

Section 1: Revise as stated.

“If the budget is not approved or ratified at the Annual or Special Meeting, then within thirty (30) days after the adoption of a new proposed special budget of the corporation by the Board of Directors,  the board must provide a copy of the new proposed budget to all the members of the association and shall set a date for a Special Meeting of the members to consider the ratification of the new Budget, per the requirements of a special meeting, but not more than fifty (50) days of mailing of the new Board approved Budget.   Unless, at the Special Meeting the members of a majority of the votes in the corporation reject the new budget, in person or by proxies, the new budget and any assessment against the owners included in the budget are ratified weather or not a quorum shall be present.  In the event the new proposed budget is not ratified or the required notice is not given, the periodic budget last ratified by the membership, shall be continued until such time as the members ratify a subsequent budget proposed by the board of Directors as stated herein.”

Reason:  To try to reduce the number of meetings required while still staying within the new RCWs.  Also, to remove all the inferences to apartment complexes wording.

Section 1 (first paragraph): Remove “by proxy” and insert “absentee ballot”.

Reason:  No reason given.   

 Section 2: The budget must include:

a. The projected income to the association by category:

b. The projected common expenses and those specially allocated expenses that are subject to be budgeted, both by category:

c. The amount of the assessment per unit and the date of the assessment are due:

Section 2: c. Remove “per unit”

Reason: There is no difference in assessments within the association.

d. The current amount of regular assessments budgeted for contribution to the reserve account:

e. A statement of whether the association has a reserve study that meets the requirements of RCW 64.90.550 and, if so, the extent to which the budget meets or deviates from the recommendations of that reserve study: and

f. The current deficiency or surplus in reserve funding expressed on a per unit basis.

Section 2: f. Remove “per unit” and replace with “member”

Reason:  There is no difference in assessments within the association.

Section 2: g.  “In the event of a special assessment outside of the association, that assessment shall also be stated in the budget with its’ due date, and it’s contribution to all the line items.”  

Reason:  That the association can see the effect of any assessment outside of the association has on the budget such as with the road maintenance.

Section 3: The Board, at any time, may propose a special assessment.  The Assessment is in effective only if the Board follows the procedures for ratification of a budget described in Section (1) of this Article and the unit owners do not reject the proposed assessment.  The Board may provide that the special assessment may be due and payable in installments over any period it determines and may provide a discount for early payment.

Section 3: Revise “Section (1)” to “Sections (1) and (2)’ also “unit owners” to “Members”

Reason:  The board should follow the requirements of both sections and again we are not an apartment complex.

Article VIII – Quorum


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

Add to the end of the sentence “And not more than thirty-three (33%) percent of the board present or by proxies can be counted toward a quorum.”  

Reason: This way the board cannot be the major or only influence on a decision.


Revise Quorum from 25% to 40% of members in good standing.

Reason:  No reason given.   

Article IX Fiscal Year

The fiscal year shall be June 1 through May 31.

Revise the fiscal year from June 1 through May 31 to July 1 through June 30. 

Reason:  to reflect the due date of the annual assessment.


Article X Parliamentary Authority


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

Article XI Proxy Voting

Eliminate proxy voting entirely and change to absentee ballot.

Reason:  No reason given.   

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 grant 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


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.

Eliminate “by Proxy” and change it to “absentee ballot”.

Reason:  No reason given.   

Add Article XIII – Facilities

Section 1:  The President with the help of the Board shall establish a group of people for a road committee.

a:  That committee shall maintain the road in a good serviceable condition.

b:  That committee shall obtain a minimum of 3 bids for any work to be done on the road which cannot be handled internally and report the bids to the community at one of the meetings.

Section 2:  The president with the help of the Board shall establish a gate committee.

a: That committee shall maintain the gate in good working order.

b:  That committee shall obtain a minimum of 3 bids for any work to be done on the gate which cannot be handled internally and report the bids to the community at one of the meetings.

c:  A person from that committee shall be in charge of informing the CWLA of any disruption of the normal gate operation.  This shall be done as soon as possible If it is due to damage or anything else unforeseen, however, if the gate is to be locked open for an event the CWLA shall be notified a minimum of 10 days in advance.  

Reason:  These are things that used to be handled without standing committees, however, this is no longer the situation for a period of time

 

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 in the Corporation.

Section 1: Attorney change OK.

ADD OR AMEND ARTICLE Ill (Officers) Article Ill, Section 1, a.

The Officer Positions of President, Vice President, and Treasurer shall only be filled by full-time owner-occupant residents of the community. Non-full-time owner-occupant residents shall be eligible to fill all remaining positions only.

Reason: Main operational officers should be available for emergency purposes and should not possess or remove documents from the community.

Article Ill, Section 1, b. Add

No owner or member of “the corporation” shall be eligible to hold any office if they are in violation of any CWLOA rule or requirement and it shall be the responsibility of the elections committee to provide eligible candidates for all positions as detailed in Article VI  Nominations and Elections, Section 1, a.

Reason: If any member of the community fails to adhere to community guidelines, they cannot be relied upon to ensure that the rules are properly enforced against others.

Article Ill, Section 1, c. Add

No single property is allowed to hold more than one of the executive positions at any time.

    Reason: Equal distribution or responsibility ensures trust and confidence in the decisions of the board.

Article Ill, Section 1, d. Add

If an officer resigns, they forfeit the right to run for any executive position moving forward.

Reason: Subject to illness, military deployment or other legitimate reasons, if anyone resigns, their commitment to fulfill their obligations is suspect and they should not have the right to cause potential disruption moving forward.

Section 2: The President shall:

a. Preside at all business meeting 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 nomination.

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 the 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 meeting 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.

c. Allow the records to be inspected by any member at any reasonable time for proper performance of Association duties.

d. Maintain the records from this office for the Associations permanent file as preserved by the Board.

e. 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.

However, the change is made in Article IV Section 4; Section 4e must be the same.

Section IV  The Secretary Shall: Item e: Modified to reflect Meetings Article IV section 4.

Give notice of all regular meetings not less than ten (10) days and no more than twenty-one (21) days in advance of any meeting, and all called special meetings at least fourteen (14) day prior to the meeting.

Reason:  No reason given.  

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

Section 4: f. Add “e-mail address” to the list.

Reason:  It is an important form of communication that we have used for years.

Article Ill, Section 4, g.

Shall publish, record and report vote counts in a manner that shall reflect the exact verbiage of the motion that was voted on, how the vote was taken, and the numbers for and against the said motion.

Reason: To ensure the accurate documentation of any process that will affect the community and to prevent future challenges to any process so as to ensure confidence in the CWLOA Board

Item f:  Add: email permission slips and email addresses.

Reason:  No reason given.   However, Permission slips are just another item covered under d above.


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 Board.

c. Render to the President and Board at regular meetings of the Board, or whenever they require it, an 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.

Item c: Delete using Robert’s Rules of Order as the suggested model for this report.

Reason:  No reason given.   

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 5: d:  This was added by the attorney and was not identified as such.

Reason:  Must be identified as an added item and I have no issue with it.

Section 5: e Add “Present to the Association at the Annual Meeting a budget for the following year that has been approved by the board and follows the requirements in the Restrictive Covenants and Article VII -Budget: Section 2. here in.  If for some reason the Treasurer and the Board deem this cannot be accomplished It shall be stated that it is in violation and why, with an alternate Budget to be presented at the Annual Meeting.  If this alternate is not approved then the Treasurer will proceed with Article VII -Budget: Section 1.”

Reason: To reduce the amount of Association Meetings required to approve a budget for the following year.

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.