Please Interpret Passage

This paragraph is in our bylaws. Do you read it as those not in attendance are just the proxies? - OR- Those not in attendance are both proxies and those that just blew it off? -OR- Those that blew it off? Thank you. Great board!!

“ 2. For all assessments in excess of $25.00 per year per member, action of the Board of Trustees shall be subject to approval of a majority of the members present at the annual or a special meeting of the membership held
 in accordance with Article II of these Bylaws.  Assessments which exceed $25.00 but are not of an emergency nature, and originate on the floor at a general meeting, must be presented to the members not in attendance, and within fourteen (14) days they must return their vote to be counted.”

This is a paragraph, but because it starts with (2), there's probably a (1) and (3), so you need to read those sections to begin to make sense of this. What section does this paragraph even appear- does this concern a bite fir a special assessment, regular assessment increase, what? Context is everything- you can't just take a piece of something and assume what it may mean.

And why are you mentioning proxies? This wasn't mentioned at all in this passage. Go back to your bylaws and see what it says regarding the use of proxies.

Does it matter? Having all members participate in person or by proxy is exceedingly rare, in my experience. This means that non-emergency assessments exceeding $25 must be "noticed" to all members, not just those present at the meeting in person or by proxy, and all members must be allowed to vote by absentee ballot (and not merely by proxy).

Also I suspect these are very old bylaws. What year are they dated? I say this because notice requirements for member meetings are pretty rigorous. If an owners' meeting does not have this on the agenda, with said agenda sent out as part of the notice of the meeting, then having a vote on this topic is not appropriate in the first place. Under these circumstances, the vote may be legally invalid.

I see Elle & I crossed.

Yes, I've tired to poke around WA statutes in the past, but I'm too slow and they're, for me, too confusing. I quit cold-turkey a while back.

Imo, the statement in the Bylaws is clear enough that there's no need to also search WA statutes.

Assume you're on the Board, MarkS?

BYLAWS
OF xyz CORPORATION
 
ADOPTED APRIL 19,2006

ARTICLE I
 
OFFICES
 
1.  The principal office shall be at zzzzz, Washington.
 
2.  The corporation may also have offices at such other places as the Board of Trustees may, from time to time, appoint or as the business of the corporation may require.  

ARTICLE II
 
MEETINGS OF MEMBERSHIP
 
1.  The place of all meetings of the members shall be at the principal office of the corporation set forth above, or at such other place as determined by the Board of Trustees, and the place at which such meeting shall be held shall be stated in the notice and call of the meeting.
 
2.  The annual meeting of the members of the corporation for the election of trustees to succeed those whose terms expire, and for such other business as may properly come before the meeting, shall be held each year no later than the end of the first quarter of the calendar year.  If the annual meeting of the members be not held as herein prescribed, the election of trustees may be held at any meeting thereafter called pursuant to the Bylaws.  At any meeting of the members, every member shall be entitled to one (1) vote, irrespective of the amount of land owned by such member. The definition of a member in this context is described in Article V.

3.  Special meetings of the general membership may be called at any time by the President, or at the written request to the President, signed by any eight (8) members, stating the purpose of the meeting and the business to be brought before such meeting.
 
4.  Notice of the time and place of the annual meeting of members, or any special meeting of the members, shall be given by the Secretary-Treasurer, or designee, by mailing written or printed notice of the same at least 10 days and not more than 30 days prior to the meeting to each member of record of the corporation addressed to the members’ address as set forth on the books of the corporation.  Proxy requests will be sent with notice of meetings of the membership giving planned business to be voted upon at the meeting, thus permitting members who may not be able to be present at the meeting to instruct their proxy how to vote on the issues on the agenda and thereby avoid needless meetings.
 
5.  A quorum at any annual or special meeting of members shall consist of fifty per cent (50%) of the members, present in person or by proxy.  If a quorum be not present at the properly called members’ meeting, the members there shall have the power to adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a requisite number of members shall be present.  At such adjourned meeting at which the requisite numbers shall be present, any business may be transacted, which might have been transacted at the meeting as originally notified.
 
6.  Transactions of any meeting of members, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if either before or after the meeting, a majority of the members entitled to vote, not present, sign a written waiver of notice, or a consent to the holding of such meeting, or any approval of the minutes thereof.  Any action which may be taken at a meeting of the members may be taken without a meeting authorized by a writing signed by a majority of the members.
 
7.  All meetings of the members shall be governed, as far as parliamentary procedure is concerned, by Robert’s Rules of Order, Revised.

ARTICLE III
 
BOARD OF TRUSTEES
 
1.  The management of all the affairs, property, and business of the corporation shall be vested in a Board of Trustees, consisting of three (3) members, one (1) to be elected at each annual meeting of the members by a majority vote of those present or by proxy, for a term of three (3) years.  A member of the Board of Trustees may be re-elected to succeed himself.  In addition to the powers by these Bylaws and the Article of Incorporation expressly conferred upon it, the Board of Trustees may exercise all such powers of the corporation and do all such lawful acts and things as are not by stature, or by the Articles of Incorporation, or by these Bylaws, directed or required to be done by others.
 
2.  All vacancies in the Board of Trustees, whether caused by death, resignation, or otherwise, may be filled by a unanimous vote of the remainder of the Trustees attending a stated or special meeting called for the purpose.  A trustee thus elected shall hold office for the unexpired term of his predecessor and until his successor is elected and qualifies. Any trustee may be removed for cause by a vote of two thirds (2/3) of those present, or by proxy, at a special meeting of the members called for that purpose.
 
3.  Regular meetings of the Board of Trustees may be held without notice at the principal office of the corporation or at such other place or places, as the Board of Trustees may, from time to time, designate.
 
4.  Special meetings of the Board of Trustees may be called at any time by the President, or in his absence by the Vice President, or any two trustees, to by held at the principal office of the corporation, or at such other place or places that the Trustees may, from time to time, designate. Notice of all special meetings of the Board of Trustees shall be given to each Trustee at least three (3) hours in advance of the meeting.
 
5.  A quorum at all meetings of the Board of Trustees shall consist of a majority of the whole Board, but less than a quorum may adjourn any meeting, which may be held on a subsequent date without further notice, provided a quorum be present at such deferred meeting.
 
6.  No stated salary shall be paid Trustees, as such, for their services, but, by resolution of the Board of Trustees, a sum may be allowed to a Trustee as reimbursement for expenses in attending meetings, or performing other services, exclusively for the corporation.  Nothing contained herein shall be construed to preclude any Trustee from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for the expense of attending committee meetings.
 
7.  Indemnification:  The corporation shall indemnify any and all of it’s present or former officers against expenses actually and necessarily incurred by them in connection with the defenses of any action, suit or proceeding in which they, or any of them are made parties, or a party, by reason of being, or having been Trustees or officers of the corporation, except in relation to matters as to which any such Trustee or officer or former Trustee or officer, or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.  Such indemnification shall not be deemed exclusive of any other rights, to which those indemnified may be entitled, under any Bylaw, agreement vote of members, or otherwise.

ARTICLE IV
 
OFFICERS
 
1.  The officers of the corporation shall be a President, Vice President and a Secretary-Treasurer, who shall be elected for one year by the Trustees at their first meeting after the annual meeting of the members, and who shall hold offices until their successors are elected and qualified.
 
2.  The President shall preside at all meetings of the members and Trustees and shall have general supervision of the affairs of the corporation, shall sign or countersign all certificates, contracts, and other instruments of the corporation as authorized by the Board of Trustees, shall make reports to the Board of Trustees and members, and shall perform all such duties as are incident to his office or are properly required of him by the Board of Trustees.
 
3.  The Vice President shall exercise the functions of the President during the absence or disability of the President.  The Vice President shall have such powers and discharge such duties as may be assigned to him, from time to time, by the Board of Trustees.
 
4. The Board of Trustees, either directly or via designation, shall ensure that notices for all meetings are issued; minutes of all meetings are kept, and shall designate the responsible party who shall have charge of the seal and the corporation books.  The Board of Trustees shall also designate the responsibility for the custody of all the moneys and securities of the corporation and the keeping of regular books of account. This designee shall disburse the funds of the corporation in payment of just demands against the corporation, or as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements and shall render to the Board of Trustees, from time to time, as may be required, an account of all transactions of the financial condition of the corporation.  
 
5.  Vacancies in any office arising from any cause may be filled by the Trustees at any regular or special meeting.
 
6.  The Board of Trustees may appoint such other officers and agents as it shall deem necessary, or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Trustees.
 
7.  The salary of officers or agents of the corporation shall be fixed by the Board of Trustees.
 
8.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or approved by the Board of Trustees may be removed at any time, with or without cause by affirmative vote of a majority of the Board of Trustees.

ARTICLE V
 
MEMBERSHIP
 
1.  Membership shall be available only to owners or purchasers of lots in the plat of the xyz, situated in Section XX Township XX N., Range 1 E W M, Pierce County, Washington and more completely described in the Articles of Incorporation.  Membership shall be based on households situated on the lots within XYZ. There will be one membership (i.e. one official vote on XYZ business at annual or special meetings) per household, with the exception that, if a member owns more than one household, they are entitled to only one vote, consistent with the Articles of Incorporation.  A household is defined as a primary living residence with an existing XYZ authorized water connection, or a parcel on which no house is currently built – but a water availability letter is issued to, or a water availability letter is reserved by the Board of Trustees for a parcel for possible construction of a future household. A household may be located on one parcel or more than one parcel. A parcel is defined by the official Property tax records of Pierce County. Furthermore, a member is defined by official parcel ownership records on file with Pierce County for the parcel(s) on which the household is situated. If there are multiple official owners of the parcels on which one household is located, then those owners must decide on the person responsible for voting on any issues coming before the XYZ community. If there is a disagreement and no one person can be designated by all of the official owners, then there will be no vote counted for this membership. Members must appear at the annual or special meetings, either in person, or by proxy, to have their vote counted. The Board of Trustees will have the authority to resolve any authorization to vote situations that are not addressed in these Bylaws. Membership and certificates evidencing the same shall be inseparably appurtenant to tracts owned by the members, and upon transfer of ownership or contract for sale of any such tract, membership and certificate of membership shall ipso facto be deemed to be transferred to the grantee or contract purchaser.  No membership or certificate of membership may be transferred, assigned or conveyed in any manner other than in the manner herein set forth.
 
2.  In the event of the death of a member, the membership or certificate of membership of such deceased member shall be and become the property of the personnel representative of such deceased member upon appointment and qualification as such in a judicial proceeding and such personal representative shall have all of the rights, privileges and liabilities of such member until title shall be transferred or contracted to be transferred.
 
3.  Except as provided above, all members of the corporation shall have perpetual memberships; and their certificates shall pass to their heirs, executors, administrator or assignees, subject to the provision of these Bylaws and the Articles of Incorporation hereof.

ARTICLE VI
 
ASSESSMENTS AND FEES
 
1.  Except as provided in Paragraphs 2 and 3, Article VI below, the members of the corporation shall be liable for the payment of water usage fees and assessments as may, from time to time, be fixed and levied by the Board of Trustees to effectuate the purposes of this corporation, including, but limited to charges for acquisition, construction and maintenance of community well and water system, construction and maintenance of roads and walkways, construction and maintenance of beach facilities.  Except as provided in Paragraph 3 below, charges and assessments against all members shall be levied by the Board of Trustees, according to the number of households owned or being purchased by each member without distinction or preference of any kind.  All charges or assessments, when collected by the corporation, shall remain the property of the members in proportion to their assessments until such time as such charges or assessments are actually expended.  Failure to pay water usage fees or any water assessments levied by XYZ, in a timely fashion, may result in disconnection of service, per the water system policy.
 
2. For all assessments in excess of $25.00 per year per member, action of the Board of Trustees shall be subject to approval of a majority of the members present at the annual or a special meeting of the membership held in accordance with Article II of these Bylaws.  Assessments which exceed $25.00 but are not of an emergency nature, and originate on the floor at a general meeting, must be presented to the members not in attendance, and within fourteen (14) days they must return their vote to be counted.
 
3.  Members owning or purchasing lots or parcels which are not connected to the water system shall not be subject to water usage fees for those unconnected lots as otherwise required under Paragraph 1 and 2 of this article, until connection(connection, in this sense, is accomplished when XYZ installs a water meter on the property whether the owner of the property has a water connection on their side of  the meter in place or not) to the XYZ water system. All assessments or surcharges wil be due and payable by all members (whether or not the lot/parcel owned is connected or not) at the time of, and in the manner required, by an approved assessment/surcharge.  For purposes of this paragraph a connection shall consist of water service made available to a household as defined in Article V. The XYZ Board of Trustees will maintain, and be authorized to modify and enforce from time to time a Water System Policy that will detail water connection fees, ongoing water usage charges, payment schedules, overdue payment fees, disconnection processes and other pertinent policy information related to the XYZ Water System.
 
4.  From time to time, when any assessments are levied, each member, with respect to the land or interest either owned or being purchased by him, shall pay the amount of such assessment against the same to the corporation, at the office, within thirty (30) days after the mailing of such assessments to the members.  Any such assessments, not so paid by the member, within the said thirty (30) days after mailing notice thereof by the corporation, shall be charged a late fee of $10.00 per  month, until paid in full.  In the event the corporation shall elect to institute suit to enforce the collection of said assessment, the venue  thereof may at the option of the corporation be laid in Pierce County or Kitsap County, Washington and in such suit the amount of such assessment together with all expenses, including a reasonable attorney’s fee, together with interest and accrued interest, shall be recovered as a judgment.
 
5.  The establishment of a reasonable reserve to effectuate the purposes of the corporation together with the costs of taxes or other assessments against the real property held by the corporation shall be deemed necessary costs for which assessments may be made.
 
6.  In the event of the death of a member, the estate of the member shall be bound and obligated to pay any assessments levied to date of death, and the membership certificate shall be transferred to such estate and to the ultimate distributees thereof upon application therefor by the appropriate personal representative of the deceased.
 
7.  Any assessment made pursuant to these Bylaws shall be subject to provisions of the Article of Incorporation.

ARTICLE VII
 
SEAL
 
The corporation seal of the corporation shall consist of the name, town and state.

ARTICLE VIII

AMENDMENTS
 
These Bylaws may be amended at any time by a vote of the majority of the members of the corporation at the annual membership meeting, or at any special meeting of the members duly called for that purpose.

ARTICLE IX
 
DISSOLUTION
 
In the event of dissolution of the Corporation, the assets and liabilities of the Corporation shall be deeded to Pierce County Fire District No.5.

Thanks, Mark, for your bylaws. Only Art. II "3. Special meetings of the general membership may be called at any time by the President, or at the written request to the President, signed by any eight (8) members, STATING the PURPOSE of the meeting and the business to be brought before such meeting." This, to me, means the fee issue needed to be on the agenda

Was this a Special Meeting, Mark? If so, was the purpose to raise the dues over $25 not stated on the agenda? And if not, then I stick with my reply above.

Or, per Art II, #2, was this the Annual Meeting, where it appears any matter may brought up at the meeting: "....and for such other business as may properly come before the meeting." BUT, still, the requirement of VI 2 is that "..must be presented to the members not in attendance, and within fourteen (14) days they must return their vote to be counted.”

Also see the. nature requirement on II 4.

Are you on the board, mark?

Say, JohnC, did you mean for your reply to o on a different thread? This one isn't about changing a Bylaw or covenant???

Mark,

-- Did your HOA ever amend its declaration to make the HOA subject to RCW 64.90?

-- How many members does this HOA have?

-- I do not see anything in the nonprofit corp act that seems helpful.

-- If RCW 64.90 does not apply, then my opinion is that the Bylaws are so horribly done that parsing them is well above the board's paygrade. Even a good attorney would be guessing about the meaning of the paragraph in question, IMO. Enough of asking volunteers either to be superhuman or to pay for an attorney to provide an opinion that a second attorney may very well dispute. I think that the board should just play it safe and put this vote out to all members by mail, asking people to return the ballots by mail.

1. Increases >$25 a year a subject to approval of the members in attendance at a special or annual meeting.
2. If the increase is not emergency in nature, members not in attendance are allowed to return a ballot during a 14 day period following the meeting.
3. If the increase is deemed emergency in nature by the board, the members in attendance approve the increase and no other ballots may be submitted. No proxies.

I agree. We need new bylaws. Where does one go for this other than an attorney?