BYLAWS OF
AINSWORTH ESTATES RECREATION ASSOCIATION, INC
AN OREGON NONPROFIT CORPORATION AMENDED MAY 23, 1999
1.0 DEFINITIONS.
As used herein, the following terms have the following meanings:
1.0 "Corporation" shall mean the Ainsworth Estates Recreation Association, Inc., an Oregon nonprofit corporation.
1.2 "Board" shall mean the Board of Directors of the Corporation.
1.3 "Declaration" shall mean the Declaration of Covenants, Conditions and Restrictions of the Properties, recorded in the film records of Clackamas County, Oregon, as the same may be amended from time to time.
1.4 "Properties" shall mean the real property in Ainsworth Estates, a subdivision consisting of three phases, the plats of which are recorded in Clackamas County, Oregon, and any other adjoining properties as approved by the Board of Membership.
1.5 "Residential Unit" shall mean and refer to any single family residential lot in the Properties.
1.6 "Ainsworth Estates Pool and Tennis Court" shall mean the pool and tennis court tract located in the Properties.
1.7 "Ainsworth Estates Perimeter" shall mean the parking strips and entrances surrounding Ainsworth Estates located on Pease and Leland Roads.
2.0 MEMBERSHIP
2.1 Membership: As provided in its Articles of Incorporation and its Bylaws, membership in the Corporation shall consist of Proprietary Members, Associates Members and Junior Members.
2.11 Proprietary Members: Each owner of a Residential Unit may be a Proprietary Member of the Corporation, provided, that the purchaser(s) of the Residential Unit under a recorded land sale contract shall be deemed the "owner" of such Residential Unit for purposes of these Bylaws. Each Proprietary member shall be entitled to one vote per Residential Unit owned by such member; provided that if two (2) or more Proprietary Members shall own a Residential Unit in any form of common ownership, the common owners collectively are entitled to one vote, and the common owners shall designate in writing filed with the Secretary of the Corporation, the name of the common owner who shall exercise the voting right for such Residential Unit.
The rights and privileges of a Proprietary Member shall terminate when the holder of a proprietary membership ceases to qualify as an owner, whether by conveying the unit to another or entering into a contract to sell their Residential Unit.
2.12 Associate Members: Each lessee, renter, or other occupant of a Residential Unit that may have membership through the Proprietary Member who satisfied the condition of these Bylaws. Status shall continue in effect during such period as the Associate Member shall be an authorized non-proprietary occupant of a Residential Unit. Associate membership shall carry all of the rights and privileges, and shall be subject to all obligations and responsibilities of Proprietary Membership except that Associate Members shall have no right to vote. At any time an Associate Member shall cease to be a resident of the Properties, or shall become a Proprietary Member, their right and privileges as an Associate Member shall thereupon terminate.
2.13 Junior Associate Member: Other persons not meeting the residency requirement of Proprietary or Associate Members may become Junior Associates Members. Such membership shall be available only to the Commercial operation of a Bed-and-Breakfast at the Ainsworth House. Junior Associate Membership shall carry all of the rights and privileges, and shall be subject to all obligations and responsibilities of Proprietary Membership. Membership (overnight guests) by the commercial bed-and-breakfast operation shall mean that the tenants of such operation shall have the use of the facilities as if they were individual Junior Associate Members. Their use of the facilities shall be directed by the manager of the Bed-and-Breakfast operation. At any time a Junior Associate Member shall cease to be a resident of the Properties or a resident of a home or property, the right and privileges as a Junior Associate Member shall terminate.
2.2 Membership and Voting Rights: Each owner of a Residential Unit may become a property member by completing an enrollment form and payment of the joining fee in the amount of $100.00, or such additional amount as may be established by the Board of Directors, from time to time.
3.0 RIGHTS OF MEMBERS
3.1 Use of Facilities: Each member shall have the right, so long as they are in good standing with the Corporation and are not in default of payment of membership dues and assessments, to use the facilities in accordance with the Bylaws of the Corporation and the operating rules as adopted, and as may be amended from time to time, by the Board of Directors.
3.2 Limitation of Use: Use of the facilities shall be limited to those person(s) residing in the Residential Unit of the Proprietary Member, the Residential Unit of the Associate Member or the Junior Associate Member. Any use by any other person(s) shall be subject to the provisions and control of such operating rules as adopted, and as may be amended from time to time, by the Board of Directors. Any Proprietary Member that grants use of the facilities to an Associate Member under the terms of these Bylaws shall thereafter not be entitled to use of the facilities until such time as the Associate Member shall cease, and the Proprietary Member shall remain, and shall continue in good standing.
4.0 MEETINGS OF MEMBERS
4.1 Place of Meeting: Meetings of the Corporation shall be held at such location in Clackamas County, Oregon as may be designated by the Board of Directors.
4.2 Annual Meetings: The annual meeting of the Corporation shall be held on the third Sunday in May of each year. At such meeting there shall be elected by vote of each member, a Board of Directors, in accordance with the requirements set forth hereinafter. The members may also transact such other business of the Corporation as may properly come before them.
4.3 Special Meetings: It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by not less than 50% of the total voting power of the Corporation and having been presented to the Secretary. The notice of any special meeting shall state a reasonable place, date, and hour of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of sixty (60%) percent of the property members present. either in person or by proxy.
4.4 Notice of Meetings: It shall be the duty of the Secretary to deliver a notice of each annual or special meeting, stating the purpose thereof as well as a reasonable place, date, and hour where it is to be held, to each member entitled to vote at such meeting, at least seven (7) but no more than sixty (60) days prior to such meeting. The delivery of a notice in the manner provided in this Section shall be considered notice served.
The order of business at all meetings of the Ainsworth Recreation Association shall be as follows: (a) Roll call; (b) Reading of minutes of preceding meetings; (c) Reports of Officers; (d) Reports of Committees; (e) Election of Officers/Directors; (f) Unfinished business and (g) New business.
4.5 Books Open: The membership register, books of accounts, and the minutes of the meetings of the members, the Board of Directors, and Committees of the Board of Directors, shall be available for inspection and copying by any member of the Board of Directors, or by members of the Corporation. The Board of Directors shall prescribe reasonable rules with respect to each of the above and for the payment of the costs of reproducing copies of documents.
4.6 Quorum in Voting: The vote of a majority of Proprietary Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members. A quorum is hereby defined as five (5) percent or more of Proprietary Members (in person or by proxy) at any annual or special meeting.
5.0 OFFICERS AND DIRECTORS
5.1 Designation: The principal officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer, all of them a Proprietary Member and serve as the Board of Directors and shall direct the affairs of the corporation.
5.2 Election of Officers: The officers of the Corporation shall be elected at its annual meeting, and serve without compensation. Any vacancy shall be filled by the Board of Directors at its annual meeting or at any special meeting called for that purpose.
5.3 Removal of Officers: Upon an affirmation vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board called for such purpose.
5.4 President: The President shall be the chief executive officer of the Corporation, and shall preside at all meetings of the Corporation and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of the President of a Corporation, including but not limited to the power to appoint committees from among the members from time to time as they may in their discretion decide is appropriate to assist in the conduct of the affairs of the Corporation.
5.5 Vice President: The Vice President shall take the place of the President and perform their duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon them by the Board of Directors.
5.6 Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Corporation; they shall have charge of such books and papers as the Board of Directors may direct; and they shall, in general, perform all the duties incident to the office of the Secretary.
5.7 Treasurer. The Treasurer shall have the responsibility for Corporation funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. They shall be responsible for the deposit of all moneys and other valuable effects in the name and to the credit of, the Corporation in such depositories as may from time to time be designated by the Board of Directors.
6.0 OBLIGATIONS OF PROPRIETARY MEMBERS
6.1 Assessment for Operations: All Proprietary Members and Junior Associate Members are obligated to pay monthly or such other period as in the discretion of the Board of Directors is deemed necessary, a budgeted operating levy to meet all project communal expenses, which may include a liability insurance policy premium and an insurance premium for a policy to cover repair and reconstruction work in case of hurricane, fire, earthquake, other hazards and other reasonable fees to maintain the pool and tennis courts perimeters. The Board of Directors shall prepare a projected annual budget of operations, and shall present such budget for adoption at the annual meeting of the membership. Such budget may include monthly payments to a General Operating Reserve and a Reserve Fund of Replacement. The Board of Directors shall authorize and pay all operating costs, insurance costs, and other communal expenses as included herein, provided, that any single expenditure greater than one thousand dollars ($1,000.00) shall be presented to the membership and voted upon at either the regularly scheduled annual meeting or a special meeting as provided herein. Upon the adoption of the operating budget, the Board of Directors shall prorate such budget levy on an equal basis to all Propriety Members and Junior Associate Members. Each member shall thereafter pay to the Corporation their prorated share in no more than twelve (12) equal monthly installments, each installment to be paid on or before the tenth (10th) day of each month. In the event the Board of Directors shall determine that the estimate of total charges for the current year is, or will become inadequate to meet all expenses of the project for any reason, including nonpayment of any Member's assessment on a current basis, the Board of Directors shall immediately determine the approximate amount of such inadequacy and issue a supplemental estimate of the total charges for each member. The Board of Directors may, at its discretion, prorate any such supplemental levy requirement between the remaining months of the calendar year, or require the supplemental levy to be paid in a single assessment.
Each monthly installment shall become delinquent if not paid on or before the twenty-fifth (25th) day of each month. Each special assessment shall become delinquent if not paid within ten (10) days after the levy thereof. There shall accrue with each such delinquent monthly installment and with each such, delinquent special assessment, interest at the maximum rate permitted by law in the State of Oregon, on such delinquent sums, calculated from the date of delinquency to and including the date full payment is received by the Corporation.
2.1 Membership: As provided in its Articles of Incorporation and its Bylaws, membership in the Corporation shall consist of Proprietary Members, Associates Members and Junior Members.
2.11 Proprietary Members: Each owner of a Residential Unit may be a Proprietary Member of the Corporation, provided, that the purchaser(s) of the Residential Unit under a recorded land sale contract shall be deemed the "owner" of such Residential Unit for purposes of these Bylaws. Each Proprietary member shall be entitled to one vote per Residential Unit owned by such member; provided that if two (2) or more Proprietary Members shall own a Residential Unit in any form of common ownership, the common owners collectively are entitled to one vote, and the common owners shall designate in writing filed with the Secretary of the Corporation, the name of the common owner who shall exercise the voting right for such Residential Unit.
The rights and privileges of a Proprietary Member shall terminate when the holder of a proprietary membership ceases to qualify as an owner, whether by conveying the unit to another or entering into a contract to sell their Residential Unit.
2.12 Associate Members: Each lessee, renter, or other occupant of a Residential Unit that may have membership through the Proprietary Member who satisfied the condition of these Bylaws. Status shall continue in effect during such period as the Associate Member shall be an authorized non-proprietary occupant of a Residential Unit. Associate membership shall carry all of the rights and privileges, and shall be subject to all obligations and responsibilities of Proprietary Membership except that Associate Members shall have no right to vote. At any time an Associate Member shall cease to be a resident of the Properties, or shall become a Proprietary Member, their right and privileges as an Associate Member shall thereupon terminate.
2.13 Junior Associate Member: Other persons not meeting the residency requirement of Proprietary or Associate Members may become Junior Associates Members. Such membership shall be available only to the Commercial operation of a Bed-and-Breakfast at the Ainsworth House. Junior Associate Membership shall carry all of the rights and privileges, and shall be subject to all obligations and responsibilities of Proprietary Membership. Membership (overnight guests) by the commercial bed-and-breakfast operation shall mean that the tenants of such operation shall have the use of the facilities as if they were individual Junior Associate Members. Their use of the facilities shall be directed by the manager of the Bed-and-Breakfast operation. At any time a Junior Associate Member shall cease to be a resident of the Properties or a resident of a home or property, the right and privileges as a Junior Associate Member shall terminate.
2.2 Membership and Voting Rights: Each owner of a Residential Unit may become a property member by completing an enrollment form and payment of the joining fee in the amount of $100.00, or such additional amount as may be established by the Board of Directors, from time to time.
3.0 RIGHTS OF MEMBERS
3.1 Use of Facilities: Each member shall have the right, so long as they are in good standing with the Corporation and are not in default of payment of membership dues and assessments, to use the facilities in accordance with the Bylaws of the Corporation and the operating rules as adopted, and as may be amended from time to time, by the Board of Directors.
3.2 Limitation of Use: Use of the facilities shall be limited to those person(s) residing in the Residential Unit of the Proprietary Member, the Residential Unit of the Associate Member or the Junior Associate Member. Any use by any other person(s) shall be subject to the provisions and control of such operating rules as adopted, and as may be amended from time to time, by the Board of Directors. Any Proprietary Member that grants use of the facilities to an Associate Member under the terms of these Bylaws shall thereafter not be entitled to use of the facilities until such time as the Associate Member shall cease, and the Proprietary Member shall remain, and shall continue in good standing.
4.0 MEETINGS OF MEMBERS
4.1 Place of Meeting: Meetings of the Corporation shall be held at such location in Clackamas County, Oregon as may be designated by the Board of Directors.
4.2 Annual Meetings: The annual meeting of the Corporation shall be held on the third Sunday in May of each year. At such meeting there shall be elected by vote of each member, a Board of Directors, in accordance with the requirements set forth hereinafter. The members may also transact such other business of the Corporation as may properly come before them.
4.3 Special Meetings: It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by not less than 50% of the total voting power of the Corporation and having been presented to the Secretary. The notice of any special meeting shall state a reasonable place, date, and hour of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of sixty (60%) percent of the property members present. either in person or by proxy.
4.4 Notice of Meetings: It shall be the duty of the Secretary to deliver a notice of each annual or special meeting, stating the purpose thereof as well as a reasonable place, date, and hour where it is to be held, to each member entitled to vote at such meeting, at least seven (7) but no more than sixty (60) days prior to such meeting. The delivery of a notice in the manner provided in this Section shall be considered notice served.
The order of business at all meetings of the Ainsworth Recreation Association shall be as follows: (a) Roll call; (b) Reading of minutes of preceding meetings; (c) Reports of Officers; (d) Reports of Committees; (e) Election of Officers/Directors; (f) Unfinished business and (g) New business.
4.5 Books Open: The membership register, books of accounts, and the minutes of the meetings of the members, the Board of Directors, and Committees of the Board of Directors, shall be available for inspection and copying by any member of the Board of Directors, or by members of the Corporation. The Board of Directors shall prescribe reasonable rules with respect to each of the above and for the payment of the costs of reproducing copies of documents.
4.6 Quorum in Voting: The vote of a majority of Proprietary Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members. A quorum is hereby defined as five (5) percent or more of Proprietary Members (in person or by proxy) at any annual or special meeting.
5.0 OFFICERS AND DIRECTORS
5.1 Designation: The principal officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer, all of them a Proprietary Member and serve as the Board of Directors and shall direct the affairs of the corporation.
5.2 Election of Officers: The officers of the Corporation shall be elected at its annual meeting, and serve without compensation. Any vacancy shall be filled by the Board of Directors at its annual meeting or at any special meeting called for that purpose.
5.3 Removal of Officers: Upon an affirmation vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board called for such purpose.
5.4 President: The President shall be the chief executive officer of the Corporation, and shall preside at all meetings of the Corporation and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of the President of a Corporation, including but not limited to the power to appoint committees from among the members from time to time as they may in their discretion decide is appropriate to assist in the conduct of the affairs of the Corporation.
5.5 Vice President: The Vice President shall take the place of the President and perform their duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon them by the Board of Directors.
5.6 Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Corporation; they shall have charge of such books and papers as the Board of Directors may direct; and they shall, in general, perform all the duties incident to the office of the Secretary.
5.7 Treasurer. The Treasurer shall have the responsibility for Corporation funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. They shall be responsible for the deposit of all moneys and other valuable effects in the name and to the credit of, the Corporation in such depositories as may from time to time be designated by the Board of Directors.
6.0 OBLIGATIONS OF PROPRIETARY MEMBERS
6.1 Assessment for Operations: All Proprietary Members and Junior Associate Members are obligated to pay monthly or such other period as in the discretion of the Board of Directors is deemed necessary, a budgeted operating levy to meet all project communal expenses, which may include a liability insurance policy premium and an insurance premium for a policy to cover repair and reconstruction work in case of hurricane, fire, earthquake, other hazards and other reasonable fees to maintain the pool and tennis courts perimeters. The Board of Directors shall prepare a projected annual budget of operations, and shall present such budget for adoption at the annual meeting of the membership. Such budget may include monthly payments to a General Operating Reserve and a Reserve Fund of Replacement. The Board of Directors shall authorize and pay all operating costs, insurance costs, and other communal expenses as included herein, provided, that any single expenditure greater than one thousand dollars ($1,000.00) shall be presented to the membership and voted upon at either the regularly scheduled annual meeting or a special meeting as provided herein. Upon the adoption of the operating budget, the Board of Directors shall prorate such budget levy on an equal basis to all Propriety Members and Junior Associate Members. Each member shall thereafter pay to the Corporation their prorated share in no more than twelve (12) equal monthly installments, each installment to be paid on or before the tenth (10th) day of each month. In the event the Board of Directors shall determine that the estimate of total charges for the current year is, or will become inadequate to meet all expenses of the project for any reason, including nonpayment of any Member's assessment on a current basis, the Board of Directors shall immediately determine the approximate amount of such inadequacy and issue a supplemental estimate of the total charges for each member. The Board of Directors may, at its discretion, prorate any such supplemental levy requirement between the remaining months of the calendar year, or require the supplemental levy to be paid in a single assessment.
Each monthly installment shall become delinquent if not paid on or before the twenty-fifth (25th) day of each month. Each special assessment shall become delinquent if not paid within ten (10) days after the levy thereof. There shall accrue with each such delinquent monthly installment and with each such, delinquent special assessment, interest at the maximum rate permitted by law in the State of Oregon, on such delinquent sums, calculated from the date of delinquency to and including the date full payment is received by the Corporation.
The remedies for nonpayment of operating levy assessments shall include, but not be limited to, through actions by the Board of Directors, the termination of a Member's rights and privileges to the Corporation and its facilities, the enforcement of collection procedures as provided under the laws of the State of Oregon, and such other actions or remedies as the Board of Directors shall deem appropriate.
