BYLAWS
OF
PIRATES COVE COUNTRY CLUB
A Private, Non-Profit Community Organization
As members of Pirate's Cove Country Club, a non-profit corporation, heretofore
incorporated under Title 24, Revised Code of Washington ("the Club"), we hereby adopt
this 3rd of May, 1971, the following bylaws for the government of the Club, for the
regulation of all internal affairs of the Club and for achievement of the following additional
objectives:
1. To further and promote the community welfare of the owners of the real property
situated at Pirate's Cove in Mason County, State of Washington, described in
Exhibit "A" (referred to hereafter as "the community");
2. To enforce the protective covenants of record relative to the community and to the
Club;
3. To achieve all other objectives and purposes set forth in the Articles of
Incorporation of the Club; and
4. To make the community a better place in which to live and to enjoy life.
Article I
1. Members
The membership of the corporation shall consist of all lot
owners. Membership is automatically acquired by purchase of a lot or tract of land within the Plat of Pirate's Cove, or by court decree or other proper legal proceeding. A purchaser under a contract to purchase shall be deemed to be the owner, but only one of any number of co-owners of any lot or lots
within the community may be a member.
2. Voting Rights
here shall be one vote for each lot within the Plat of
Pirates Cove. Each co-owned or split lot shall be entitled to one vote. It shallbe the duty of any two or more members sharing an interest in a lot or determine how the whole vote shall be cast. No fractional vote shall be recognized. The voting rights of the membership shall be proportionate to
the number of properties served by the corporation and owned by the members.
3. Termination of Membership
Membership shall run with each lot or tract in the Plat of Pirate's Cove and transfer of membership with transfer of the property shall not be subject to the approval of the corporation, its officers, or directors, or of the other members. No member may be expelled nor have his/her voting rights cancelled for any reason other than for transferring ownership to the tract of land.
4. Rights of Members
Each member in good standing of the Club shall have full rights, in accordance with the law, the Articles of Incorporation, protective covenants and these Bylaws and such other reasonable rules and regulations as may be adopted by the Board from time to time, or any amendments of any such, to full use and enjoyment of all properties owned
by the Club. Further, each member shall have one (1) vote per platted lot owned at any meeting of the membership and there shall be no distinction between rights and privileges, liabilities or responsibilities, except those expressly stated herein, among members of the Club.
Article II
1. Dues and Assesments
Each member of the Club shall pay such dues for each calendar year per lot and such assessments per lot as may be levied at such times and in such amounts as the Board may determine; however, dues shall not exceed $15.00 for any one calendar year and, except as provided below, assessments shall not exceed the sum of $25.00 for any one calendar year. If the Board shall determine that an assessment greater than the sum of $25.00 for anyone calendar year is required properly to maintain the property of the Club, it shall, by resolution duly adopted, and mailed to each member at least ten (10) days prior to a vote thereon by the membership, recommend to the membership the level of assessment required. The recommended assessment shall be made by the Club only upon the affirmative vote of the majority of the members present in person or by written proxy at the meeting at which the recommendation is considered.
2. Water Charges
he Pirates Cove Country Club membership voted on July 21, 2001, to transfer ownership of the PCCC water system to Public Utility District #1 of Mason County. This is a permanent transfer of ownership, with possible reversion of the system to PCCC only if PUD #1 becomes insolvent or dissolves. Upon transfer, PUD #1 will assume all fiscal responsibility for water including debt and fee rate schedule. The Pirates Cove Country Club shall no longer levy a water fee on its members. Any member with a water hook-up on their property shall be considered a water user and be charged accordingly by PUD #1. PUD #1, as owner of the system, shall set these fees and charges. If a member chooses to not have service to their property, they shall have no obligation to PUD #1 for water usage, nor shall they pay a facility charge to the utility. Lot owners who later decide to have water service established shall pay a hook-up fee as necessary in order to facilitate the transfer of the Pirates Cove Country Club water system to PUD #1 as approved by the membership.
3. Uniform Amounts Per Lot
Dues, assessments and water charges shall be levied by the Club at a uniform rate per lot within the community, without distinction or preference of any kind, and each such sum shall be payable within thirty (30) days of notice thereof. he community shall consist of all lots as originally platted by the developer. In order to arrive at a uniform rate per lot, the current highest rate shall be used, and thereafter no lot shall be assessed at any different standard other than equally. In the event a lot within the community is purchased by two Or more members, or split between members in any manner, it shall be considered as one lot, and shall be assessed accordingly for dues, assessments and water charges. PROVIDED, however, that in the event adjoining lot owners, by mutual agreement, agree to divide a lot by legal description, with a further prohibition against the use of the dissolved lot for residential purposes, and said agreement be filed with the Mason County Auditor, said lot shall be legally dissolved, including vote, dues and assessments, with the exception that the Club will distinguish between the annual water and water dues assessment and other capitol expenditure assessments.
4. Interest on Delinouencies and Lien Rights to Enforce Payment
Commencing September 1st the year in which such sums are levied, interest shall accrue at 8% per year on any unpaid dues, assessments, or water charges. All dues, assessments and water charges lawfully levied upon any lot or lots within the community together with costs of collection thereof, including a reasonable attorney's fee, shall constitute a lien against the lots or lots for which payable from the date of levy until fully paid and such lien may be foreclosed by the Club in the same manner as provided for the foreclosure of mortgages. Lien rights shall also include interest accrued to date of payment.
Article III
Dissolution
If the Club shall dissolve, or its assets be liquidated, each then member shall receive at a uniform rate per lot his prorata share of the net assets of the Club after satisfaction of any liabilities of the Club, and each lot of each member shall receive by an
appropriate conveyance an undivided right to the use and enjoyment of any real property then owned by the Club within the
community.
Article IV
Meeting of Membership
If the Club shall dissolve, or its assets be liquidated, each then member shall receive at a uniform rate per lot his prorata share of the net assets of the Club after satisfaction of any liabilities of the Club, and each lot of each member shall receive by an
appropriate conveyance an undivided right to the use and enjoyment of any real property then owned by the Club within the
community.
The annual meeting of the membership of the Club shall be held during May, June, or July of each year at such time and
place as the Board may designate in the Notice of the Annual Meeting. Notice of the annual meeting of the membership shall be mailed to each member at his address or record with the Club not less than two weeks prior to the annual meeting.
Special meetings of the membership of the Club shall be held at such times and places as the President of the Club or the
Board may designate in the Notice of Special Meeting. Notice of any special meeting shall be mailed to each member at his
address of record with the Club not less than two weeks prior to the special meeting, and the objects of the special meeting
shall be stated in the notice.
Twenty percent (20% ) of the members in good standing shall constitute a quorum for the lawful transaction of business at
any meeting of the membership, and a majority of any quorum shall determine any question except as otherwise provided by law, the Articles of Incorporation, or these Bylaws. If a quorum is not present at any meeting of the membership, the majority of the members who are present may adjourn the meeting to such future time and place as they shall determine, with at least two weeks notice of such adjournment to be given by mail to each member of record. At a deferred meeting, 15 members of the Club shall constitute a quorum. In every case, a member shall be deemed present at a meeting of the membership if present in person, or by written proxy.
Any member may exercise his right to vote by written proxy, but no proxy shall be valid unless received not later than the
day prior to the meeting for which given, and any proxy may be revoked in person by the member at the meeting for which
given.
Article V
Trustees
The business of the corporation shall be managed by a Board of seven trustees. Upon adoption of these Bylaws by the
membership, four trustees shall be elected for a two year term, and three trustees for a one year term. Thereafter, trustees shall be elected for two year terms or until such time as their successors are elected and qualified, in alternating classes of four trustees and three trustees respectively. A trustee shall be a member of the Club.
The Board shall be responsible for the general management and control of the property, business and affairs of the Club;
subject only to the limitations imposed by the law, and Articles of Incorporation, protective covenants or the express
reasonable rules and regulations as it deems necessary and convenient properly to promote (I) the purposes of the Club and (2) the best utilization of the Club property.
The majority of the trustees shall constitute a quorum for the lawful transaction of business by the Board, and a majority of
the quorum shall determine any question except as otherwise provided by law, the Articles of Incorporation, or these Bylaws. If a quorum is not present at any meeting of the Board, a majority of trustees present may adjourn the meeting to such future time and place as they shall determine, with notice of adjournment to be given to each trustee as otherwise provided for meetings of the Board at a deferred meeting, the quorum of the Board shall consist of not less than three (3) trustees present in person.
Meetings of the Board shall be held at such time and places as the President of the Club may designate in the call of the
meeting. Not less than twenty-four hours notice of each meeting of the Board shall be given to each trustee and notice may be given by telephone.
Any vacancy on the Board, whether caused by resignation, death, or otherwise, may be filled by the remaining trustees, even though less than a quorum, or by the membership of the Club at any meeting of the membership held prior to Board action to fill the vacancy. A trustee elected to fill a vacancy shall hold office for the unexpired term of his predecessor.
Article VI
Adjournment of the Meetings
Failure to hold any meeting of the Board or the membership of the Club shall not in any manner be prejudicial to the interests of the Club, but shall be construed as an adjournment of the meeting to such time thereafter as the meeting shall actually be held.
Article VII
Officers
The officers of the Club shall be as follows: President (which office shall not be combined with any other office), Vice President, Secretary, Treasurer.
Officers shall be elected by the Board of the first meeting of the Board following the annual meeting of the membership. Each
officer shall serve for a term of one year or until his successor is elected and qualified.
President
The President shall be the Chief Executive of the Club; he shall preside at all meetings of the Board and all meetings of the membership; with the Secretary, he shall sign all certificates of membership, contracts, deeds, bonds, and other obligations of the Club, and other instruments authorized by the Board.
Vice President
The Vice President, in the absence or disability of the President, shall perform the same duties and functions as provided to be performed by the President. in the absence or disability of the Secretary, the Vice President shall also perform the duties of the Secretary. The Vice President shall have such other and additional duties as the Board may determine.
Secretary
The Secretary shall be the custodian of all records and documents of the Club. He shall keep a fair and correct minute and record of all meetings of the membership and of the Board. With the President, he shall sign and affix the corporate seal, when appropriate, to all certificates of membership, contracts, deeds, bonds, and other obligations of the Club and other instruments as authorized by the Board. He will give notice of all meetings of the members of the Club and of the Board as set forth in these Bylaws. If at any meeting of the Board the Secretary shall be absent or unable to perform his duties, the President shall appoint a Secretary Pro Tem.
Secretary
The Secretary shall be the custodian of all records and documents of the Club. He shall keep a fair and correct minute and record of all meetings of the membership and of the Board. With the President, he shall sign and affix the corporate seal, when appropriate, to all certificates of membership, contracts, deeds, bonds, and other obligations of the Club and other instruments as authorized by the Board. He will give notice of all meetings of the members of the Club and of the Board as set forth in these Bylaws. If at any meeting of the Board the Secretary shall be absent or unable to perform his duties, the President shall appoint a Secretary Pro Tem.
Treasurer
The Treasurer shall receive and safely keep all monies and securities of the Club and shall disburse the funds of the Club as directed by the Board. At the annual meeting of the membership, and at any time when directed by the Board, the Treasurer shall submit a report setting forth the condition of the financial affairs of the Club, and accounting for all funds and assets received and disbursed since the past report of the treasurer.