Bylaws of Pinebrook Homeowners Association
Restated as of October 1, 1991
Note: The following Bylaws amend and completely restate those Bylaws previously recorded in Volume 210 beginning at page 477.
Article 01 - Name
Name. The name of the corporation is PINEBROOK HOMEOWNERS ASSOCIATION, hereinafter referred to as the “Association”.
Article 02 - Definitions
Section 1. “Association” shall mean and refer to PINEBROOK HOMEOWNERS ASSOCIATION, it successors and assigns.
Section 2. “Properties” shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the Owners.
Section 4. “Lot” shall mean and refer to the record owner, whether one or more person or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 5. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 6. “Declarant” shall mean and refer to PINBROOK ASSOCIATES, its successor and assigns if such successors or assigns should acquire more than one undeveloped lot from the Declarant for the purpose of development.
Section 7. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of County Recorder, Deschutes County, Oregon.
Section 8. “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration.
Article 03 - Meeting of Members
MEETING OF MEMBERS
Section 1. Annual Meeting. The annual meeting of the members shall be held on a day in October and at a time as specifically determined each year by the board of directors. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
Section 2. Special Meeting. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of one-fourth (1/4) of the members who are entitled to vote.
Section 3. Notice of Meetings. Except for a meeting called for the purpose of approving a special assessment for capital improvement or an increase in the maximum annual assessment, written notice of each meeting of the members shall be given by or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote at such meeting, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Written notice of a meeting called for the purpose of approving a special assessment for capital improvement or an increase in the annual assessment shall be sent not less than 7 nor more than 60 days in advance of such meeting. All notices shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Normal Quorum Requirements. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, 15 percent of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Declaration or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote at such meeting shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or be represented.
Section 5. Special Quorum Requirement for Certain Matters. At a meeting called for the purpose of approving a special assessment for capital improvements or an increase in the maximum annual assessment, for amending the the Declaration of Covenants, Conditions and Restrictions, or for amending the Bylaws, the presence of members or of proxies entitled to cast 60 percent of all votes shall constitute a quorum. If the required quorum is not present, another meeting may be called and the required quorum at the subsequent meeting shall be one-half of the quorum required for the previous meeting and so on until a meeting can be held with a quorum. No subsequent meeting shall be held more than 60 days following the preceding meeting.
Section 6. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
Article 04 - Board of Directors
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed by a Board of five directors, who must be members of the Association and residents of Pinebrook.
Section 2. Term of Office. At the first annual meeting the members shall elect five directors for a term of one year, and at each annual meeting thereafter the members shall elect five directors for a term of one year.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining member of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all directors. Any action so approved shall have the same effect as though at a meeting of the directors.
Article 05 - Nomination and Election of Directors
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nomination may be made from among members.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot or by voice vote at the discretion of the Board of directors; provided, however, that if one member requests a secret ballot such election shall be by secret written ballot. At such election the members of their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Article 06 - Meeting of Directors
MEETING OF DIRECTORS
Section 1. Annual Meetings. Annual meetings of the Board of Directors shall be held without notice following the annual meeting of members, at such place and hour as may be fixed from time to time by resolution of the Board.
Section 2. Special Meetings. Special meeting of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Article 07 - Power and Duties of the Board of Directors
POWER AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power to:
(a) adopt and publish by ¾ vote of the Board of Directors rules and regulations governing the use of the Common Area and Facilities, and the personal conduct of the members and their quests thereon, and to establish penalties for the infraction thereof;
(b) amend, by ¾ vote of the Board of Directors, the administrative rules and regulations;
(c) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations;
(d) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Article of Incorporation, or the Declaration;
- declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three consecutive regular meeting of the Board of directors; and
- employ a manager, and independent contractor, or such other employee as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to;
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members of the annual meeting of the members, or at any special meeting when such statement is required in writing by one-fourth (1/4) of the members who are entitled to vote;
- supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
- as more fully provided in the Declaration, to:
(1) fix the amount of the annual assessment against each Lot at least 30 days in advance of each annual assessment period;
(2) send written notice of each assessment to every Owner subject thereto at least 30 days in advance of each annual assessment period; and
(3) foreclose the lien against any property for which assessments are not paid within 30 days after due date or to begin as action at law against the owner personally obligated to pay the same.
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability and hazard insurance, as it may deem appropriate;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(g) cause the common Area to be maintained and repaired.
- provide for payment of maintenance, upkeep and repair expenses with the President and Treasurer both approving and both signing any checks or other payment vouchers.
Article 08 - Officers and their Duties
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The offices of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The officers of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other officers except in the case of special officers created pursuant to Section 4 of this article.
Section 8. Duties. The duties of the officers are as follows:
(a) The president shall preside at all meeting of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
(b) The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
(c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meeting of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
(d) The treasurer shall receive and deposit in appropriate bank account all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and statement of income and expenditures to be represented to the membership at its regular annual meeting and deliver a copy of each to the members.
Article 09 - Committees
The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
Article 10 - Books and Records
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at a reasonable cost.
Article 11 - Assessments
As more fully provided in the Declaration, each member is obligated to pay to the Association in October of each year annual and special assessments which shall be secured by a continuing lien upon the property against which the assessment is made. Any assessment which is not paid in advance in October when due shall be delinquent. If the assessment is not paid within 30 days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 12 percent per annum. The Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and recover interest, costs, and reasonable attorney fees of any such action, and any appeal therefrom, which shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessment provided for herein by nonuse of the Common Area or abandonment of his Lot.
Article 12 - Corporate Seal
The Association shall have a seal in circular form having within its circumference the words: Pinebrook Homeowners association
Article 13 - Amendments
Section 1. These Bylaws may be amended at a regular or special meeting of the members. An amendment of the Bylaws shall not be effective unless approved by the affirmative vote of more than 75 percent of those persons present in person or by proxy at a meeting of members at which the notice and quorum requirements established by Article III, Section 5, of these Bylaws are satisfied and until a copy of the Bylaws as amended and certified by the Secretary of the Association is recorded.
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Article shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
Article 14 - Lot Restrictions
In addition to the provision of the Declaration of Covenants, Conditions, and Restrictions (Common Ares) the members of the Association are further bound by the Declaration of Covenants, Conditions, and Restrictions (Lots) which are recorded in the Deschutes County Records. The restrictions on and requirements respecting the use and maintenance of the Lots privately owned in Pinebrook are designed to prevent unreasonable interference with the use of the Lots and of the Common Area by the several Lot owners.
Article 15 - Miscellaneous
The fiscal year of the Association shall begin on the 1st day of October and end on the 30th day of September of every year.