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REVISED BY-LAWS
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I Section 1. This corporation shall be a non-profit corporation. The term "non-profit" shall not be construed to forbid the accumulation of a surplus or fund for future uses, costs, expenses, depreciation, maintenance, development, expansion or improvement of its facilities stated in the Articles of Incorporation.
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II Section 1. There shall be issued to each member of Treasure Island Country Club, Inc., a non-profit corporation, a membership certificate in this corporation. The purchaser under each contract of purchase or contract to purchase of real property on Reach Island shall receive a membership certificate. Section 2. There shall be endorsed on the membership certificate a description of the real property on Reach Island owned by the member therein or upon which he holds a contract of purchase and the stock shall be inseparably appurtenant to such real property and may be transferred to subsequent owners or purchasers of such real property only. Upon the passing of title to the real property to which the membership certificate relates, the membership and the certificate shall automatically follow such title and vest in the grantee, devisee or assignee.
ARTICLE III Section 1. The owner, purchaser or contract purchaser of each and every tract, or portion of any tract, on Reach Island regardless of the size or value thereof, shall pay to this corporation annual membership dues of $255.00 for each year which dues shall be payable on or before the 31st day of January of each year. This is a lumping of all fees except Asset Replacement Fund and Tax Fund in one sum to be termed "DUES" in the amount of $255.00 per lot (251 lots); while increasing the Asset Replacement Fund in its present form to $173.00 each year and maintaining the Tax Fund in its present form of $22.00 each year for a total of $450.00. Section 2. For the purpose of providing any additional funds over and above the monies collected for membership dues for any corporate purpose, each and every tract on Reach Island, without regard to the value or front footage or square foot area thereof, and the owner of each thereof, shall be subject to such equal and uniform assessments as shall be determined and assessed from time to time by the Board of Trustees of the corporation and such determination shall be final and conclusive, however, the assessments shall not exceed $10.00 annually for each tract; provided, that in the event at any time any of the tracts, according to a survey, shall be divided in ownership, then there shall be assessed against the several portions of any such tracts so divided, and the respective owners thereof, such proportionate part of the amount assessed against the several tracts in said district, so surveyed, as the area in each portion of such divided tract bears to the whole tract, and the determination of the Board of Trustees in that respect shall be final and conclusive; and in such case, the membership certificate appurtenant to the respective parts of the tracts so divided, and liabilities shall exist and be enforceable in the same manner and with the same force and effect as herein provided with respect to membership appurtenant to each tract in said district and the owner thereof. From time to time, as and when any such assessments are levied, each member, with respect to the land to which his stock is appurtenant, shall pay the amount of such assessment against the same to the corporation, at its office, within thirty (30) days after the mailing of notice of such assessment to the stockholder. Section 3. The amount of the dues and assessments, together with all expenses, attorney's fees and costs reasonably incurred in enforcing the same, shall be paid by the member and shall be a lien upon the said land and the membership appurtenant thereto, superior to any and all other liens created or permitted by the owner of such land, and enforceable by foreclosure proceedings in the manner provided by law for the foreclosure of mortgages upon land; and any failure of the member to pay the amount of such assessment or dues or to pay any amount for which he shall be liable, as hereinbefore provided, shall, as an alternative right to the enforcement of the lien for the said assessment or charge or dues which is hereby expressly recognized and confirmed, at the option of the corporation, entitled the corporation to purchase the land upon which the assessment or dues is delinquent upon the payment to the said defaulting member of the amount of the value of said land, less the amount of any and all encumbrances against the same, and upon the exercise of the said option, the said defaulting member shall convey to the corporation the said land and surrender the membership certificate appurtenant thereto, and the corporation shall be entitled in any court proceedings brought, to have a decree of specific performance against such defaulting member for such conveyance. The right to specific performance is hereby provided to relieve the corporation and its members as owners and purchasers of land in said district from the irreparable injury. For the purposes of the foregoing provision, if the value of the land cannot be agreed upon, then the land shall be appraised by three members of the corporation, not members of the Board of Trustees, one of such appraisers to be named by the defaulting member, one thereof by the Board of Trustees, and the third thereof by the two chosen, and the award of such appraisers, or a majority of them, fixing the value of the land shall be final and conclusive upon such defaulting member and upon the corporation. Section 4. For the purpose of fixing the liability for any and all such dues and assessments which may be made by the Board of Trustees, any person who holds a contract for the purchase of a tract in said district, or assignment thereof, shall be deemed to be the owner. Section 5. The lien for any charge or assessment which remains unpaid for a period of six (6) months after it has accrued may be foreclosed against the membership certificate and the real property to which it relates by a suit in the Superior Court of the State of Washington in and for Mason County. The corporation shall be entitled to a sale of the real property to satisfy the lien and shall be entitled to recover its costs and such attorneys' fees as the court may deem reasonable in the lien foreclosure action as a part of its lien. Section 6. For the purpose of providing funds for any corporate purpose, each and every tract on Treasure Island, without regard to the value or front footage or square foot area thereof, and the owner of each thereof, shall be subject to such equal and uniform assessment as shall be determined and assessed by the membership of the corporation at a meeting of the members of the corporation and such assessment and the determination thereof shall be final and conclusive, provided, however, that the vote in favor of the assessment receive two-thirds of the votes of a quorum of the members of the corporation. All of the provisions of Section 1 through 5 hereof, except the $10.00 limitation for annual assessments, shall apply to the assessment made by the membership. Section 7. The owner, purchaser or contract purchaser of each and every tract, or portion of any tract, on Reach Island, regardless of the size or value thereof, shall pay to this Corporation an annual assessment of $195.00 for inclusion in the Asset Replacement Fund. The $195.00 annual assessment will be initiated January 1, 2007 and will be due and payable on or before January 31st of each year. The amount of $195.00 to be divided as follows: The amount of $173.00 to be deposited in the ARF in accordance with all of the provisions of Article III, Section 7., hereof. The amount of $22 to be deposited in a separate Tax Fund. This Tax Fund, with all additional interest earnings from the Tax Fund, to be kept segregated from all monies belonging to this Corporation. The balance in this Tax Fund, or any portion thereof, to be used only for the purpose of paying federal income tax on the Asset Replacement Fund. Excess funds that accrue in the Tax Fund will be transferred to the Asset Replacement Fund upon approval by the Board of Trustees. The Asset Replacement Fund will be operated as follows: I. The collections on the annual assessment for this Fund, together with all additional earnings from investing these amounts, will be kept segregated from all other monies belonging to this Corporation. The balance in this Fund, or any portion thereof, may be used only for the following purposes: Replacement or major repair of one or more of the Corporation’s assets, including, but not limited to, the following: A) The bridge connecting Reach Island to the mainland. B) The water tank, pumps and piping system which serves Reach Island. C) The roadway on Reach Island. A major repair shall be defined as any action which involves the replacement, reconstruction or rehabilitation of a substantial (greater than 10%) portion of any of these assets. A major repair must further involve a sum of at least $25,000. All decisions regarding the expenditure of any amount of this Fund will be made by the Board of Trustees of this Corporation in accordance with the stipulation of this subsection. In a situation involving mandatory compliance with State and/or Federal Law, the Board of Trustees shall be empowered to borrow needed monies from the Asset Replacement Fund with the stipulation that the amount borrowed be repaid the following year by means of an assessment of the membership. II. The proceeds of the annual assessments for this Fund will be invested by the Treasurer of the Corporation, with the assistance of the Board of Trustees and other Officers of the Corporation, and with such other assistance as they may deem prudent. The principal investment objective of the Fund will be to maximize long-term growth of the Fund while at the same time minimizing the risk of loss of invested capital and maintaining liquidity appropriate to the purpose of the Fund. III. The amount of the annual assessment will be reviewed prior to the Annual Meeting in 1987, and at least every five years thereafter. This review will be conducted by the Officers of the Corporation and the Board of Trustees with such assistance as they deem prudent. A recommendation will be made to the membership at the regular Annual Meeting. The review will include: 1) The anticipated cost or replacements and repairs in relation to the level of the Fund at the time of the review and its estimated accumulation value in the future, 2) The Federal income tax consequences to the Corporation of the Fund, and 3) such other factors as may be considered appropriate at that time.
ARTICLE IV Section 1. The Board of Trustees may make reasonable rules and regulations for the use of the tracts or portions of tracts of land on Reach Island.
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V Section 1. An annual meeting of the members of this corporation shall be held on the second Saturday of July of each year for the purpose of electing trustees and for general corporate action. Such meeting shall be held at such place and time as may be designated by the Board of Trustees. Section 2. Special meetings of the members may be called and held at said office of the company (or at any other place designated by the Board of Trustees) at any time by order of 3/5 or more of the membership of the Board of Trustees and shall be called whenever the stockholders of 25% or more of outstanding and issued stock of the corporation shall make application in writing to the Board of Trustees, stating the objective of such meeting. The business transaction at such special meetings shall be confined to the objectives stated in the call. Section 3. Notice of the time and place of each annual or special meeting of members shall be mailed to each member at least five (5) days before the date set for such meeting, addressed to him at his place of residence or business as the same appears on the list of addresses, which shall be kept by the secretary of the corporation. Section 4. At every meeting, each member present shall be entitled to one vote for each membership certificate held of record by such member. Every member entitled to vote may vote in person or by proxy. Such proxy must be in writing and filed with the secretary prior to said vote being cast. Section 5. At all meetings of the members of this corporation the holders of 25% or more of the membership certificates of this corporation shall constitute a quorum for the transaction of business. Meetings at which less than the holders of 25% or more of the membership certificates of the corporation are present may be adjourned to a future date by those who attend provided that notice of such adjournment be mailed by the secretary to each member holding a fully paid certificate of membership.
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VI Section 1. The business affairs of this corporation shall be managed by a board of seven (7) trustees, all of whom shall be members of this corporation. The present Board of Trustees shall hold office until the second Sunday in July, 1966. At the annual meeting to be held on the second Sunday in July, 1966, three (3) trustees shall be elected to serve until the annual meeting to be held in 1969, two (2) trustees shall be elected to serve until the annual meeting to be held in 1968, and two (2) trustees shall be elected to serve until the annual meeting to be held in 1967. At the expiration of the terms of the trustees elected at the annual meeting in 1966, all successors thereof shall be elected by ballot by the members at the regular annual meeting held on the second Saturday in July of each year for a three-year term. Section 2. Vacancies in the Board of Trustees caused by resignation or otherwise shall be filled by the Board of Trustees at any meeting thereof at which a quorum is present, provided, however, that any member appointed to such vacancy shall be appointed to fill out the unexpired term of his predecessor in such office. Section 3. Three Trustees shall constitute a quorum for the transaction of business of the Board. Section 4. The Board of Trustees shall have the general management and control of all the property, business and affairs of the corporation. They shall define and limit the powers and duties of all committees, officers, agents and employees of the corporation not otherwise provided for by these By-Laws. They shall fix all salaries and wages, and the Trustees shall fix the price at which water and electric current shall be made acceptable to each user and shall provide for the cost of the connection charges, and shall fix the charge for the water rates and for electricity used by the members and applicants of the corporation and shall have authority to raise and lower the price of the same at their sole discretion. The Trustees may provide that such water supply and electric current may be discontinued in the event of delinquency in the payment of charge of such services.
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VII Section 1. The officers of the corporation shall be president, vice president, a secretary and a treasurer. The offices of secretary and treasurer may be combined and filled by the same person. All officers shall be elected by the Board of Trustees at its regular annual meeting on the second Saturday of July each year for terms of one year or until their successors are elected and qualified. The Board of Trustees may also create any other office which in their judgment may be desirable. Such additional offices so created shall likewise be elective and filled as herein for other offices provided. All said officials, however, are subject to the control of the Board of Trustees and may be removed at any time by a vote of the majority of the Board of Trustees but otherwise they shall hold their respective offices until the next annual meeting of the corporation. Any and all vacancies which may occur in said offices may be filled by the Trustees at any meeting of the Board. Section 2. The president shall sign all certificates of membership, countersign all checks and sign or countersign all bonds, notes and other evidences of indebtedness issued by the corporation, and shall on behalf of the corporation sign all contracts unless some other officer shall be specially authorized so to do by the Board of Trustees. Unless some other officer, agent or employee of the corporation be appointed by the Board of Trustees to have general oversight, care and management of the property and business of the corporation, the president of the corporation shall perform such duties, subject always to the direction and management of the Board of Trustees, and the Board of Trustees may require a written report from the president to its members, at each annual meeting of the general business condition of the corporation, which report shall be first submitted to the Board of Trustees for their approval. In case of the absence or disability of the president, the vice president shall perform his duties. The vice president shall also perform such duties as may be prescribed by the Board of Trustees. Section 3. The secretary shall be ex-officio secretary of all members' meetings and of the Board of Trustees, and shall keep all records of the corporation and be custodian of the same. He shall give all notices of meetings and perform such other duties as may be assigned to him by the Board of Trustees. In case of his absence or disability, the Trustees may appoint a secretary pro tem to perform his duties. He shall have charge of the books and corporate seal of the corporation and shall in the course of its business affix the same to all bonds and membership certificates issued, and when authorized by the Board of Trustees shall also affix said seal to contracts and other instruments. The secretary shall sign all certificates of membership issued by the corporation. Section 4. The treasurer shall have the custody of all moneys belonging to the corporation, and shall keep the same deposited to the credit of and in the name of the corporation in such place or places as the Board of Trustees may from time to time designate; and shall disburse the funds of the corporation under the direction of the Board of Trustees. He shall keep accurate books of account, showing all receipts and disbursements of the corporation, which shall at all times be open to the inspection of the Trustees. He shall sign or countersign all checks, drafts, orders for money, notes and receipts of the corporation. He shall, whenever called upon, render to the Board of Trustees a report in writing of the financial condition of the corporation, and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Trustees.
ARTICLE VIII Section 1. The corporate seal shall be kept in the charge and custody of the secretary of the corporation, and must be affixed to all instruments requiring a seal.
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IX Section 1. The By-Laws of this corporation may be amended at any regular meeting of the members of the corporation. Before any amendment may be declared adopted, such proposed amendment shall receive 2/3rd's of the votes of a quorum of the members of the corporation, and unless such proposed amendment shall receive such affirmative vote it shall be lost.
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X Section 1. These By-Laws as amended are hereby approved and adopted as the laws, which together with the Articles of Incorporation, shall govern pursuant to the laws of the State of Washington providing therefore and shall take effect immediately. CERTIFICATE OF ADOPTION OF BY-LAWS KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, President and Secretary of the Treasure Island Country Club, Inc. do hereby certify that the above and foregoing By-Laws were duly adopted as amended, as the By-Laws of said corporation, at their meeting held on the 10th of July, 1966, and that the same do now constitute the By-Laws of said corporation. By-Laws filed under Mason County Auditor's #521237, Reel 472, Frame 793 through Frame 798. |