BY-LAWS OF MAPLE HILLS MAINTENANCE CO.
SECTION 1. This corporation shall be conducted as a non-profit maintenance corporation for the purposes set forth in the Articles of Incorporation for the area situated in King County, Washington known as Township 23 North, Range 6 East W.M.
SECTION 2. The corporation shall have power to levy and collect assessments against its members and against the tracts owned or purchased by them for the purposes in its Articles or Incorporation and By-Laws set forth, and to sell or forfeit their interest in the corporation for default with respect to any lawful provisions of said Articles of Incorporation and By-laws and upon forfeiture of any such property by law and in the By-laws provided may transfer the membership of such defaulting member.
SECTION 3. The purposes for which this corporation was created may be altered, modified, enlarged or diminished by the vote of two-thirds of the members at a meeting duly called for such purpose, notice of which meeting shall be given in the manner provided by the By-Laws of giving of notice for the election of trustees.
SECTION 1. The membership of the corporation shall consist of and be limited to the owners or purchasers of tracts in the area described in Article II of the Articles of Incorporation, who shall have one membership regardless of the number of tracts, so owned or purchased, and the interest of each member shall he equal to that of any other member, and no member can acquire any interest which shall entitle him to any greater voice, vote or authority in the corporation than any other member. A purchaser under a contract of purchase shall be deemed to be an owner for membership purposes. If any tract or tracts are held by two or more persons, the several owners of such interest shall be entitled collectively to cast one vote.
SECTION 2. Except as herein before otherwise provided and as declaratory of the foregoing, no membership shall be voted unless represented by the owner or purchaser as aforedescribed of an individual tract or tracts to which it is and shall be inseparably appurtenant.
SECTION 3. Membership and certificates of membership evidencing the same shall be inseparably appurtenant to tracts owned by the members, and upon transfer of ownership, or contract of sale, of any such tracts, membership or certificates of membership shall ipso facto be deemed to be transferred to the contract purchaser. No membership or certificate of membership may be transferred, assigned, or in any manner conveyed, other than in the manner herein before set forth. In the event of the death of a member, the membership and certificate of membership of such member shall be and become the property of the personal representative of such deceased member upon his appointment and qualification as such in a judicial proceeding and such personal representative shall have all of the rights, privileges and liabilities of the deceased member until title shall be transferred or contracted to be transferred.
SECTION 4. No membership shall be forfeited nor member he expelled except upon foreclosure far non-payment of assessments, and no member may withdraw except upon transfer of title, to the real property to which his membership is appurtenant, as elsewhere herein provided. No compensation shall be paid by the corporation upon any transfer of membership and no member whose membership is transferred shall be entitled to share or participate in any of the property or assets of the corporation.
SECTION 5. In the event that any member of this corporation, his family or guest shall violate the Articles of Incorporation or By-Laws of this corporation, or the rules and regulations established by the Board of Trustees, such member may be prohibited from using the facilities, voting, and enjoying the benefits of this corporation for such a period as the President or Board of Trustees shall direct.
In the event of the dissolution of the corporation each person who is then a member shall receive his pro rate proportion of the property and assets after all of its debts have been paid.
Trustees and Officers
SECTION 1. Corporate powers of the corporation shall be vested in a Board of Trustees. The number of trustees who shall manage the affairs of the corporation shall be five. At any meeting or special meeting called therefor the members may increase or decrease the number of trustees to any number not mom than nine or less than three.
SECTION 2. Trustees shall be elected to serve for two years, or until their successors are elected and duly qualified
SECTION 3. Each trustee shall be an incorporator or a member who shall not have lost his right to vote by reason of having disposed of land to which his membership is appurtenant
SECTION 4. In the event a trustee ceases to be the owner of the land to which his membership is appurtenant or of a contract far the purchase thereof, he shall thereby cease to be a trustee and his office shall become vacant upon written notification without action other than to spread such fact upon the minutes of the Board of Trustees.
SECTION 5. At the first meeting of the Board of Trustees after each annual meeting of the members, the Board of Trustees shall elect a president, vice-president, secretary and treasurer. The board may also at any time appoint an executive secretary and/or assistant secretary and/or assistant treasurer. Officers of the corporation so elected shall hold office for the term of one year and until their successors are qualified. Any officer may be suspended or removed by a majority vote of all of the trustees.
SECTION 6. No trustee or officer, except the executive secretary and/or the assistant secretary and/or the assistant treasurer shall receive any salary of or compensation from the corporation.
SECTION 7. Any vacancy occurring in the Board of Trustees shall be filled by appointment by a majority of the remaining trustees. The person so appointed shall hold office until the next regular meeting of the members of the corporation, at which annual or adjourned annual meeting the vacancies for the remainder of the original terms, if any, shall be filled by election by the members in the regular manner.
SECTION 1. Annual meetings of the members of the corporation shall be held at the principal place of business of the corporation or at such other place as the board of Trustees may elect. The annual meeting shall be held in June of each year at a time and date to be set by the Board.
SECTION 2. Special meetings of the members may be called at any time by the president or a majority of the Board of Trustees or by members representing twenty-five percent of the tracts within the jurisdiction of the corporation. Notice of a special meeting, stating the object thereof, shall be given by the secretary by mailing such notice to each member not less than five days prior to the date on which such meeting is to be held.
SECTION 3. At all annual and special meetings of the members, twenty percent of all of the paid-up members of the corporation shall constitute a quorum for the transaction of business. Each member shall be entitled to one vote unless such privilege has been suspended as provided in Article Il, Section 5.
SECTION 4. Special meetings of the Board of Trustees shall be called at any time by the secretary an order of the president or of a majority of the Board of Trustees. The secretary shall give each trustee notice, personally, verbally, by mail or by telephone, of all regular and special meetings at least one day previous thereto.
sECTION 5. A member may exercise his right to vote by proxy.
Powers and Duties of Trustees
SECTION 1. Subject to limitations in the Articles of Incorporation and the By-Laws and the Laws of the State of Washington, all powers of the corporation shall be exercised by or under the authority of, and the business affairs of the corporation shall be controlled by, the Board of Trustees. Without prejudice to such general powers, and subject to the same limitations, it is hereby expressly declared that the trustees shall have the following powers;
SECTION 2. To select and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the By-Laws, fix their compensation and require from them security for faithful service.
SECTION 3. To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or the By-Laws, as they may deem best.
SECTION 4. To issue certificates of membership only to the owners or purchasers of tracts hereinbefore described, subject to such conditions or terms as proved in the, Articles of Incorporation and the By-Laws.set forth.
SECTION 5. To charge and/or assess the several parcels of land and the owners thereof as hereinbefore more particularly
SECTION 6. To cause to be kept a complete record of all minutes and acts and to present a full statement to the regular annual meeting of members showing in detail the condition of the affairs of the corporation.
Duties of Officers
SECTION 1. President. The President shall preside at all meetings of the trustees and members; he shall sign as President all certificates of membership and all contracts or other instruments in writing authorized by the Board of Trustees; he shall call special meetings of the trustees or of the members whenever he deems it necessary; he shall have and exercise under the direction of
the Board of Trustees the general supervision of the affairs of the corporation; he shall be responsible for the enforcing of the Articles of Incorporation and By-Laws and any rules and regulations established by the Board of Trustees and levying such penalties as he deems necessary as provided for in Section 5, Article 2, hereof.
SECTION 2. Vice-President The Vice-president shall preside at all meetings in the absence of the president, and in case of the absence or disability of the president shall perform all other duties of the president which are incidental to his office.
SECTION 3. Secretary. The Secretary shall issue all notices and shall attend and keep the minutes of all meetings; he shall have charge of all corporate books, records and papers; he shall be custodian of the corporate seal, shall attest his signature and impress with the corporate seat all written contracts of the corporation, and shall perform all such other duties as are incidental to his office.
SECTION 4. Treasurer. The Treasurer shall keep safely all moneys and securities of the corporation and disburse the same under the direction of the Board of Trustees. He shall cause to be under the direction of the Board of Trustees. He shall cause to be deposited all funds of the corporation in a bank selected by the trustees. At each annual meeting of the members, and at any time directed by the trustees, he shall issue and present a full statement showing in detail the condition of the affairs of the corporation.
SECTION 5. The executive secretary and/or assistant secretary and/or assistant treasurer, if appointed by the Board of Trustees, shall perform such duties as may be designated by it.
SECTION 6. Any officer, other than the president, may Occupy two offices concurrently if the Board of Trustees so directs.
Certificates of Membership and Transfers
SECTION 1. A certificate of membership in the corporation shall be issued to each member. All such certificates shall be signed by the president or vice-president, or the secretary.
SECTION 2. All membership and certificates evidencing same shall be, inseparable appurtenant to the tract, tracts or fractional tracts owned by the holder thereof and upon sale or contract to sell such memberships and such certificates shall become the property of the grantee or purchaser as hereinbefore provided.
No transfer of membership shall entitle the transferee to vote the same until it has been established to the satisfaction of the secretary that such transfer is bona fide and has been made in the manner provided.
SECTION 3. Unless specifically requested by the owner and holder thereof, it shall not be necessary that certificates of membership be actually issued by any owner or purchaser of a tract or tracts within the said district may exercise all of the rights and privileges and shall be subject to all. e. die liabilities of Membership without the actual issuance and possession of such certificates of membership.
SECTION 1. The members of the corporation shall be liable for the payment of such charges or assessments as may from time to time be fixed and levied by the Board of Trustees pursuant to the Articles of Incorporation and these By-Laws and subject to the provisions of said Articles and By-Laws. A lot shall be considered as part of an estate when it is owned and adjoins the residence and is used as one occupied residence and/or estate. Charges and assessments against all members shall be levied by the Board of Trustees without distinction or preference of any kind except that the assessment for vacant lots shall be less than the assessment for lots on which a house has been constructed. All charges or assessments, when collected by the corporation, shall remain the property of the members until such time as such charges or assessments are expended pursuant to the Articles of Incorporation and By-Laws of the corporation.
SECTION 2. From time to time, as and when my assessments in this Articles IX are levied, each member with respect to the land or interest therein to which his membership is appurtenant, shall pay the amount of such assessment against the same to the corporation, at its office, within thirty days after the mailing of the notice of such assessment to the members. The assessment shall bear interest from due date at the rate of the higher of eighteen percent per annum or four percentage points above the equivalent coupon issue yield (as published by the Federal Reserve Bank of San Francisco) of the average bill rate for twenty-six week treasury bills as determined at the first bill market auction, conducted during the preceding calendar month. The amount of such assessment and interest thereon, together with all expenses, attorneys fees and costs reasonably incurred in enforcing the same, shall be paid by the members and shall be a lien upon said land and the membership appurtenant thereto, superior to any and all other liens (except as in Section 3 of this Article otherwise provided, created or permitted by the owners of such land and enforceable le by foreclosure proceedings in the manner provided by law for foreclosure of any said liens in this Article IX provided shall be commenced except upon the expiration of four months from and after the date of mailing said notice of assessment in this is section described.”
SECTION 3. First mortgage liens placed upon any of said tracts which we recorded in accordance with the laws of the State of Washington shall be, from the date of recordation of such, superior to such assessments and the liens resulting therefrom as are levied by the corporation subsequent to the date of recordation of the first mortgage.
SECTION 4. All expenses attorneys fees and costs reasonably incurred in enforcing the articles of incorporation, by-laws, restrictions, conditions and covenants shall be paid by the member in violation off same.
The by-laws may be amended at any time by the affirmative vote of two thirds of the members in attendance or represented by proxy (vote) at a meeting duly called for such purpose. Twenty percent of the paid up members of the corporation shall constitute a quorum at such a meeting.
The Seal of the corporation shall be in circular form and shall contain the words “MAPLE HILLS MAINTENANCE CO.” and the words “CORPORATE SEAL WASIHNGTON 1959” in the form and style as affixed in these By-Laws by the impression of said corporate seal.
Date of Adoption
These By-Laws are duly adopted by the corporation and the corporate seal thereof affixed on the 14th day of August, 1959. J.E. SWANSON, JR.
BENJAMIN M. CLIFFORD
SUBSCRIBED AND SWORN TO before me this 14th day of August, 1959.
VELTA M. STROMBERG
NOTARY PUBLIC in and for the State of Washington, residing at Seattle.