Bylaws updated and recorded

Pursuant to the recent vote held by and results received and documented, the CWLOA Bylaws have been updated. You may open this link to print out a copy here:

2023 Bylaws

Update 3-20-3023: Recording number 3590992

NOTE: As conversion from word processing formatting to web formatting is not complimentary, the verbiage attached below is for your review only, however formatting is not consent with the linked PDF above. The web published content is for reference only. If you have any questions, feel free to contact your board.

 

 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 Landowners’ Association, 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.
    12. If ever a dispute regarding the CWLOA Bylaws occurs, the disputed sections of the CWLOA Bylaws shall always default to the State of Washington RCW statute in effect at the time of dispute so as to allow resolution prior to expense of legal mediation or other remedy involving courts or attorneys whenever applicable.

Article lI – 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 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 1 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 2: As used herein, tract and lot are synonymous.

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

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 $300.00 per year effective July 1 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 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 $150,000.00 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 $100,000.00, at which time the assessment shall become effective again at the July 1, 2015, rate.

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.

 

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.

  1. The Officer Positions of President, Vice President, and Treasurer shall only be filled by domiciled members of the corporation/community. Non- domiciled members shall be eligible to fill all remaining positions only.
  2. 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.

Section 2: The President shall:

  1. Preside at all business meeting of the Association and Board, conducting this by formal order of business, as described in Article X.
  2. Serve as ex-officio member of all committees except the committee on nomination.
  3. See that all directives and resolutions of the board are carried out.
  4. Appoint standing and special committees with the approval of the board.
  5. Co-sign all official correspondence and/or authenticated documents of the Association.
  6. 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:

  1. Assume all the duties of the office of President during the absence or inability of the President to act.
  2. 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:

  1. 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.
  2. 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. Allow the records to be inspected by any member at any reasonable time for proper performance of Association duties.
  4. Maintain the records from this office for the Association’s permanent file as preserved by the Board.
  5. Give notice of all regular meetings twenty-eight (28) days prior to the meeting and all called special meetings at least fourteen (14) days prior to the meeting.
  6. Keep an accurate roll of all current members and members with voting rights (names, addresses, email addresses, phone numbers.)
  7. 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.

Section 5: The Treasurer shall:

  1. Have custody of the Association funds and keep full and accurate accounts of receipts and disbursements in books belonging to the Association.
  2. Deposit all monies of the Association in such depository as designated by the Board.
  3. 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.
  4. 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.
  5. 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.

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 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. All meetings (Annual Meeting, Board Meetings, Special Meetings and any other HOA Meetings) shall be scheduled and held on a Saturday or Sunday.

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 twenty five percent (25%) of the votes in the Corporation.

 Section 4: Not less than twenty-one (21) days and no more than twenty-eight (28) days in advance of any meeting, the 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 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 Restrictive Covenants, 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 assembly, 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. 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.

Section 6: All meetings shall be recorded and records kept of such meetings to be made available for review as requested by any member of the corporation.

 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 association membership after approval by the majority of the members of the Board.

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

  1. Report to the Corporation at the annual meeting the business transacted by the Board during the preceding year.
  2. 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.
  3. 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.
  4. Be vested with parliamentary authority to censure, expel, otherwise discipline any member only after complete investigation and statements from both sides have been heard.
  5. Secure legal counsel as required.

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- Nominations and Elections

Section I: Nominations:

  1. At least 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. The appointed board member shall also notify the Association members of the openings that any member may self- nominate.
  2. 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.
  3. Nominations may be made from the floor, on the day designated, if the nominee has consented to serve if elected.

Section 2: Elections:

  1. Elections shall be held at the annual business meeting on the day designated.
  2. 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. Candidates shall be placed on the ballot in alphabetical order by Sir-name.
  3. 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.
  4. An election committee shall be appointed by the President to conduct the election and report the results to the meeting before adjournment.
  5. Ballots shall be counted by two volunteers not on the Board or ballot nor associated with a member of the Board or ballot. The outcome of the election shall be reported by the President or the Secretary to all in attendance prior to adjournment. 
  6. The 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 numberthat shall not be associated with any specific person or parcel so as to allow for verification and reconciliation purposes.

Article VI- Budget

Section 1:  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.

 

 Section 2: The budget must include:

  1. The projected income to the association by category:
  2. The projected common expenses and those specially allocated expenses that are subject to be budgeted, both by category:
  3. The amount of the assessment and the date of the assessment are due:
  4. The current amount of regular assessments budgeted for contribution to the reserve account:
  5. 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
  6. The current deficiency or surplus in reserve funding expressed on a per member basis.
  7. 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 its contribution to all the line items.

Section 3: The Board, at any time, may propose a special assessment.  The Assessment is effective only if the Board follows the procedures for ratification of a budget described in Sections (1)  and (2) of this Article and the members 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.

Article VII – Quorum

The quorum of the Corporation shall be considered twenty-five (25%) of its members in good standing and not more than thirty-three (33%) percent of the board present or by proxies can be counted toward a quorum..

Article VIII – Fiscal Year

 

The fiscal year shall be July 1 through June 30.

Article IX 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 X – Proxy Voting

 

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 XI – 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.

Article XIII – Facilities

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

  1. That committee shall maintain the road in a good serviceable condition.
  2. 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.

  1. That committee shall maintain the gate in good working order.
  2. 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.
  3. A person from that committee shall be in charge of informing the CWLOA 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 CWLOA shall be notified a minimum of 10 days in advance.