These Bylaws replaced the covenants by the membership with a vote of over 80% by all the members at the May 16, 2009 annual meeting. More than 67 proxy votes were received. The annual meeting was well attended.
KAHLER GLEN ATHLETIC CLUB
Chapter 1_____________________________________________________________________ Name, Mission and Members
The name of this corporation, as set forth in Article I of the corporation’s Articles of Incorporation filed on June 5, 2001, is the Kahler Glen Athletic Club (referred to herein as the “Club”).
The Club is organized under the Washington Nonprofit Corporation Act (RCW 24.03) for operation of a Members only club formed for the purpose of owning and maintaining the multi-use recreational facility (located at 20625 Haight Drive, Leavenworth, WA, 98826) for the use of its members and guests.The facility initially is equipped with an indoor heated pool, spa, sauna, sports-court, exercise room and exercise equipment, locker rooms, restroom facilities and patio area.The Club may modify, add, or delete the aforementioned general recreational facility categories by a 51% majority vote of the members entitled to vote on the matter.
Membership is open to any person or family of good character and responsible credit background.The Club accepts applications for membership without regard to race, creed, color, sex or national origin. Memberships apply to the Members and his or her direct family.The Club shall have the following classes of Members for the purpose of establishing voting rights and obligations of membership as set forth in these Bylaws and on other matters submitted to the Voting Members for a vote.
(a)Charter Members.The initial founding members of the Club who became members on or before August 1, 2001 constitute the “Charter Members” and shall pay the full monthly dues as determined by the Board of Directors.Charter Members have the right to vote on the election of persons to the Board of Directors and shall have the right to vote on any other matter properly put forth to the members for a vote as required by these Bylaws, the Articles of Incorporation for the Club or the Washington Nonprofit Corporation Act.There are a total of 89 Charter Memberships as determined by the Board of Directors.
(b)General Members.Any new members who pay the full membership initiation fee and the full monthly dues as determined by the Board of Directors shall constitute “General Members.”General Members shall have the right to vote on the election of persons to the Board of Directors and shall have the right to vote on any other matter properly put forth to the members for a vote as required by these Bylaws, the Articles of Incorporation for the Club or the Washington Nonprofit Corporation Act.
(c)The Board of Directors of the Club may establish additional limited categories of membership by resolution adopted by a majority of the Board.Additional membership categories may include temporary memberships, restricted memberships and other non-voting types of memberships (“Category (c) Members”).
(d)Charter Members and General Members are referred to jointly herein as “Voting Members.”Each Charter or General membership shall retain one vote for any matter presented to the Voting Members for a vote.
1.4Additional Member Rights and Obligations.
(a)The Board of Directors shall limit the number of Category (c) Members to 40 additional members.The total membership shall not exceed 150 members, but may be increased with a majority vote of the Voting Members.
(b)Charter Members enjoy the benefit of free lockers.
(c)The General Member initial initiation fee shall be $7,500 and shall increase or .decrease in cost as determined by the Board of Directors.
(d)Each Member has the right to use all the Club’s facilities, and in the case of Voting Members, the right to use the Club’s facilities is extended to such Members’ direct families.Voting Members’direct families consist of the purchaser of the membership, his or her spouse or partner, their parents, their children and grandchildren.Other extended family are considered guests of the Voting Member and, unlike general guests, can use the Club facilities with permission of the Member with the Member’s access card while staying in the home of a Voting Member. The extended family guest need not be accompanied by a Member.Other non-relative guests must be accompanied by the Voting Member or by one of their direct family guests.Each Voting Member shall provide a list of names and relationships in writing to the Secretary of the Club of all persons who will be using the facility, including extended direct family guests or general guests.The list may be amended and modified annually or as required.
(e)A Voting Member or a person in their direct family must accompany all guests other than extended family guests described above in subsection (d).Guests who live outside of a 30-mile radius and who do not own property in ChelanCounty are allowed when accompanied by a Voting Member or a person in their direct family.General guests and extended family guests who live within the 30-mile radius shall be limited to 2 visits per year.A guest is subject to all the rules and regulations of the Club.All Members and guests must sign in the register upon entry to the facility.
(f)Transfers of Membership.Any Voting Member who is current in the payment of all KGAC dues, fees and charges, may transfer his or her membership by sale or gift to a living person (e.g. specifically excluding transfer to a corporation, trust, limited liability company, partnership, etc.).If the transfer is by sale, it may be for such price and on such terms as the transferor and transferee decide.The transfer shall be subject to the approval of the Board of Directors of the Club, and shall not be valid until the new transferee completes the registration process and pays an administrative fee to the Club.Until the transfer has been consummated, the transferor shall remain liable for all Club dues and charges.A transfer by gift to a spouse, partner, son, or daughter, or other person, shall not be effective until the Board of Directors has approved the transferee for membership.The transferor must be current in the payment of all Club dues, fees and charges, and the new member must complete the registration process and pay an administrative fee to the Club.
(g)Transfers Upon Death. Upon the death of a Voting Member, the personal representative of the member’s estate shall determine the new transferee. The term “personal representative” as herein shall include a person appointed or confirmed by a court as executor, administrator, or personal representative of a decedent’s estate, or a trustee under a living trust, or a surviving spouse or other distributor under a community property agreement. Any such transfer shall not create greater rights than the decedent had in his or her membership. The transfer shall be subject to the approval of the Board of Directors of the Club and shall not be valid until the new member (transferee) completes the registration process and pays an administrative fee to the Club. Until the transfer has been consummated, the transferor shall remain liable for all Club dues and charges.
(h)Dissolution or Legal Separation.Upon entry of a decree of dissolution or legal separation of a Voting Member, the membership shall pass to or be retained by the spouse awarded the same who shall be entitled to the same rights and privileges and subject to the same dues and assessments as the membership afforded. The transfer shall be subject to the approval of the Board of Directors of the Club, and shall not be valid until the new transferee (member) completes the registration process and pays an administrative fee to the Club. Until the transfer has been consummated, as herein provided, the transferor shall remain liable for all Club dues and charges.
(i)The foregoing subsections (e), (f), (g) and (h) only apply to Voting Members.Category (c) Members may not transfer their memberships and upon the death or the dissolution of marriage or legal separation of such a member, all membership rights and obligations hereunder shall cease.
Voting Rights and Member Meetings
Subject to these Bylaws, the Articles of Incorporation for the Club, Voting Members shall have the right to vote, as set forth in these Bylaws, on:
(a) the election/appointment of Directors by majority vote and the removal of Directors by two-thirds of the votes cast by the Voting Members;
(b) any amendment to these Bylaws that materially and adversely affects member voting rights;
(c) budget adoption and ratification, as set forth in Section 2.6;
(d) annual audit waiver, as set forth in Section 7.1; and
(e) any other matters that may properly be presented to members for a vote, pursuant to this Club’s Articles, Bylaws or action of the Board of Directors.
Category (c) Members shall have the right to attend all Club meetings and participate in the discussions but shall have no right to vote.
2.2Member Voting by Proxy or Ballot
On matters on which Members have a right to vote, a Voting Member may vote in person or may vote by mail, by electronic transmission, or by proxy in the form of a record (as defined by RCW 24.03.005) executed by the Member.
A proxy executed by a Member may be transmitted to the Board of Directors by regular or express mail, private carrier, personal delivery, facsimile, or by electronic transmission along with sufficient information to determine the sender’s identity.The Board of Directors may provide the Voting Members with a form of proxy.A Member may not revoke a proxy given pursuant to this Section except by actual notice of revocation to the person presiding over a meeting of the Club.A proxy is void if it is not dated or if it purports to be revocable without notice.Unless stated otherwise in the proxy, a proxy terminates six (6) months after its date of issuance.
Whenever proposals are to be voted upon by Members, the vote may be taken by mail or by electronic transmission (i.e., email) if the text of each proposal to be voted upon is set forth in a record (as defined by RCW 24.03.005) accompanying or contained in the notice of meeting.The vote may be taken by electronic transmission if the Club has designated an address, location or system to which the ballot may be electronically transmitted and the ballot is electronically transmitted to such address, location or system in an executed electronically transmitted record.
2.3Register of Members
The Board of Directors shall cause a register to be kept containing the name and addresses and type of membership of all members of the Club.
The annual meeting of Members of the Club shall be held during the first week of May or on a date fixed by the Board of Directors, which date shall not be less than fourteen (14) nor more than fifty (50) days after notice of the meeting is given to the Members.At the annual meeting, the Members shall transact such business as shall properly come before the meeting.The Members may use the annual meeting to conduct the budget ratification process described in Section 2.6.
Special meetings of the Members for any purpose or purposes may be called at any time by the president of the Club or by any four Directors.Special meetings of the Members may also be called by Voting Members having at least one-twentieth (1/20th) of the votes entitled to be cast at such a meeting.Upon request by such Members, it shall be the duty of the secretary to call such a special meeting of the Members, at such time and place as the secretary may fix, not less than ten (10) nor more than fifty (50) days after receipt of the request.If the secretaryneglects or refuses to issue such call within five (5) days of the receipt, the Members making the request may issue the call, specifying the time and place of the meeting.The person or entity requesting the Special Meeting shall state in writing the purpose or purposes of the meeting.Notice of the time and place and purpose or purposes for which the special meeting is called, shall be delivered to each Member entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting.
2.6Dues and Budget Adoption
All Members shall pay semi annual dues each fiscal year to fund the operating expenses necessary to maintain and operate the Club in a well maintained and safe condition.Invoices shall be forwarded to each Member for payment in May and November which shall be payable by the 20th day of the following month.Operating cost estimates for the fiscal year shall be forwarded to every Member 30 days in advance of the Annual membership meeting to be held in the 1st week of May.
The Club shall pay for all costs associated with operating the Club including: electricity, road maintenance, sewage, domestic and irrigation water, snow removal, material and supplies, property taxes, building and liability insurance, labor and site supervision, loan interest expenses, capital and lease expenses, and any other such expenses, which from time to time, may be required to safely and effectively maintain and operate the facility.Dues shall vary in price each year based on the total number of members, class of membership, principal and interest loan balance, estimated operations expense and capital assessment charges.
Within thirty (30) days after adoption of any budget, supplemental budget or Special Assessment by the Board of Directors that results in an increase in Assessments, the Board of Directors shall provide a summary of the increased assessment to all Members at least 30 days prior to the effective date of the increased assessment.There shall be no obligation to call a meeting to consider the increased assessment unless a petition of the Voting Members, as provided for special meetings in the Bylaws, is presented to the Board within ten days after delivery of the notice of increased assessment.The budget, supplemental budget or Special Assessment shall be effective unless disapproved at a meeting of the Voting Members representing sixty-seven percent (67%) of the votes in the Club reject the budget, in person or by proxy, whether or not a quorum is present.In the event the proposed budget, supplemental budget or Special Assessment is rejected, the periodic budget or supplemental budget last adopted by the Board shall be continued until such time as the Board proposes and adopts a new budget, supplemental budget or Special Assessment.
An adequate reserve shall be collected from the annual dues for the replacement of large capitalized items.The reserve fund shall be used exclusively for large-scale capital repairs and improvements, construction projects or capital equipment purchases.An initial reserve fund of $5000 shall be established the first year of operation from annual dues and shall be incrementally increased each year as determined by the Board of Directors.Capital improvements may be assessed by the Board of Directors for special projects as required; however, any capital improvement assessment over $10,000 not in an approved budget shall require a 51% majority vote of the Charter Members and General Members.Membership approval shall not be required if the special assessment is required to ensure the health or safety of the membership.
2.7Notice of Meetings
Notice of the annual meeting and any special meetings shall be delivered to all Members by regular or express mail, private carrier, personal delivery, e-mail, electronic transmission, facsimile or personal delivery, as provided in Sections 2.4, 2.5 and 9.4.
Voting Members holding twenty percent (20%) of the vote entitled to be cast, represented in person or by proxy, shall constitute a quorum.Members voting by proxy, mail or electronic transmission are present for all purposes of quorum, count of votes and percentages of total voting power present.
Except as otherwise provided by the Articles or these Bylaws, passage of any matter submitted to vote at a meeting at which a quorum of the Voting Members is present, shall require the affirmative vote of a majority of the votes present.
Board of Directors
The Club’s affairs shall be governed by the Club’s Board of Directors.The Board of Directors shall have the powers and duties provided for in the Articles of Incorporation and all other power necessary for the administration of the affairs of the Club.
3.2 Number of Directors
The Club’s Board of Directors shall consist of not less than five (5) or more than nine (9) individuals elected by the Charter Members and the General Members.The number for each year shall be determined by the Board prior to each upcoming annual election of Board members.Only Charter Members and General Members may serve on the Board of Directors.
3.3Term and Removal
Each Director shall serve for a two-year term and the Board shall establish a rotation of terms for members to be elected in even numbered years and members to be elected in odd numbered years.The election of any person to the Board of Directors will remain valid until such time that a successor director has been elected or upon resignation by the Director or removal of the Director.The Board may, by majority vote, appoint a Voting Member to fill the remaining portion of a term if a vacancy occurs before the next election.A Director may be removed by a two-thirds vote of the Voting Members at any special meeting called for such removal.
Regular meetings of the Board of Directors may be held at such time and place as a majority of the Directors determine from time to time; however, unless the Board of Directors determines only one meeting is necessary each year, the Board plans to hold at least two (2) meetings during each fiscal year.Notice of regular meetings shall be given not less than three (3) days in advance of the meeting in the manner described in Section 9.4.
At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for transacting business.A Director who is present at the meeting shall be presumed to have assented to the action taken at that meeting unless the Director’s dissent or abstention is entered in the minutes of the meeting or the Director files his or her dissent or abstention to such action with either the person acting as Secretary of the meeting before the adjournment of the meeting or by registered mail or email to the Secretary of the Club immediately after the adjournment of the meeting.
If any Directors meeting cannot be held because a quorum is not present, a majority of the Directors who are present at the meeting may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the scheduled date of the original meeting.At the reconvened meeting, if a quorum is present, any business that could have been transacted at the originally called meeting may be transacted without further notice.
Directors shall not receive any compensation for acting as such. A Director may receive reimbursement for reasonable expenses incurred on the Club’s behalf upon approval of a majority of the other Directors.The Club shall make no loan to any Director(s).
Nothing herein shall prohibit the Club from compensating a Director, or any entity with which a Director is affiliated, for services or supplies furnished to the Club in a capacity other than as a Director pursuant to a contract or agreement with the Club.However, such Director must make his or her interest known to the Directors prior to entering into the contract, and a majority of Directors other than the interested Director must approve the contract or agreement.
The President shall preside over all meetings of the Board of Directors and the Secretary shall keep a minute book of Directors meetings, recording all Directors resolutions and all transactions and proceedings occurring at the meetings.
Directors meetings shall be open to all interested persons, including any Member or any person who is a relative of a Member.Individuals who are not Directors may not participate in any discussion or deliberation unless that person requests and is granted permission to speak.In such case, the President may limit the time any individual may speak.Only the Directors shall have the authority to vote at Board meetings.
Notwithstanding the above, the President may adjourn any Directors meeting and reconvene in executive session, and may exclude persons other than Directors, for consideration of one or more of the following topics:
(a)employment or personnel matters for employees of the Club;
(b)legal advice from an attorney for the Board of Directors or the Club;
(c)pending or contemplated litigation; and/or
(d)pending or contemplated matters relating to enforcement of the Club’s documents or rules.
Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, to be taken at a meeting of the Board of Directors (or its committees), may be taken without a meeting if consent in writing or by email transmission setting forth the action so taken shall be executed (as defined herein) by all of the Directors entitled to vote with respect to the subject matter thereof.The consent shall have the same force and effect as a unanimous vote, and may be described as such.For purposes of the Bylaws, “executed” means: (a) writing that is signed; or (b) an email transmission that is sent with sufficient information to determine the sender’s identity.
One or more Directors may participate in and vote during any annual, regular or special Board of Directors meeting by telephone conference call, fiber optics or similar audio or video communication equipment by means of which all persons participating in the meeting can hear each other at the same time.Those Directors so participating shall be deemed present at the meeting for all purposes including determining a quorum.
The Directors shall have all the powers which Washington law provides for nonprofit corporations and those necessary to administer the Club’s affairs and to perform the Club’s responsibilities and to exercise its rights as set forth in these Bylaws and the Club’s Articles of Incorporation.
For purposes of illustration but not limitation, the Board of Directors shall have the power to:
(a)fix, assess, levy and establish reasonable fees for initiation and/or transfer fees for each classification of membership and shall have the power to adjust, lower or increase dues, initiation fees, fines, charges and any other necessary assessments;
(b)provide for activities, services and programs designed to further the Club’s mission as set forth in these Bylaws;
(c)impose reasonable conditions, limitations and requirements and/or charge reasonable admission, use or consumption fees for the use and enjoyment by Members or others of the various services and programs provided by or through the Club;
(d)adopt rules and regulations necessary or advisable for the proper administration of the Club’s property.The rules and regulations may be amended by the Board of Directors in the same manner as amending these Bylaws and such rules and regulations shall be deemed a part of these Bylaws.
(e)enforce the provisions of these Bylaws, the Club’s Articles of Incorporation and the rules and regulations of the Club, and bring any proceedings concerning the Club as set forth below:
(i) the Board may impose reasonable monetary fines and the Board may suspend a Member’s right to vote for violation of any duty imposed under these Bylaws or any Club Rules.In the event that any occupant, tenant, employee, guest or invitee of a Member violated the Bylaws or a rule and a fine is imposed, the fine shall first be assessed against the occupant; provided, however, if the fine is not paid by the occupant within the time period set by the Board, the Member shall pay the fine upon notice form the Club.The failure of the Board to enforce any provision of the Bylaws or any rule shall not be deemed a waiver of the right of the Board to do so thereafter.
(ii)Notice.Prior to imposition of any sanction hereunder, the Board or its delegate shall serve the alleged violator with written notice describing (a) the nature of the alleged violation, (b) the proposed sanction to be imposed, (c) a period of not less than 30 days within which the alleged violator may present a written request for a hearing to the Board and (iv) a statement that the proposed sanction shall be imposed as contained in the notice unless a challenge is begun within 30 days of the notice.If a timely request for a hearing is not made after notice of a proposed sanction is given; the sanction stated in the notice shall be imposed; provided the Board may, but shall not be obligated to, suspend any proposed sanction if the violation is cured within the 30-day period.The suspension shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any person.
In the event that, in an emergency situation, the Board enforces any provision of these Bylaws or the rules of the Club without the foregoing notice, the Board shall thereafter provide notice of the action taken regarding the alleged violator within five days of taking the action.The notice shall describe (A) the nature of the alleged violation, (B) the action taken and (C) a specific assessment to be levied for the expenses associated with taking the action.
(iii)Hearing.If a hearing is requested within the allotted not less than 30-day period, the hearing shall be held before the Board of Directors in executive session.The alleged violator will be afforded a reasonable opportunity to be heard.Prior to the effectiveness of any sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting.The proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, director or agent who delivered the notice.The notice requirement shall be deemed satisfied if the alleged violator or its representative appears at the meeting.The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.
(f)Additional Enforcement Rights.Notwithstanding anything to the contrary in this Chapter, the Board may elect to enforce any provision of these Bylaws or the rules and regulations by action in an emergency situation or following compliance with the dispute resolution procedures set forth herein, if applicable, by suit at law or in equity to enjoin any violation or to recover monetary damages or both, without the necessity of compliance with the procedure set forth above.In any such action, the maximum extent permissible, the Member or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorneys fees actually incurred.
The Directors’ duties shall include those imposed by law, and, without limitation:
(a)overseeing the preparation and adoption of annual budgets for the Club;
(b)levying and collecting assessments and dues for maintaing the property, facilities and equipment of the Club and other Club expenses as provided in these Bylaws and the Club’s Articles of Incorporation, and establishing the means and method of collecting the assessments, dues and sanctions as set forth in these Bylaws and the Club’s Articles of Incorporation; and
(c)making available to any Member, mortgagee or prospective purchaser of property in the Kahler Glen community, copies of these Bylaws and the Club’s Articles of Incorporation, and rules the Directors promulgate.The Directors may establish and charge fees to cover the Club’s printing and mailing costs.
Whenever in its judgment the Club’s best interests will be served, the Directors may remove by a majority vote any officer and may fill any vacancy in any office arising because of death, resignation, removal or otherwise for the unexpired portion of the term.
Club officers shall each have the powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time specifically be conferred or imposed by the Board of Directors.The President shall be the Club’s chief executive officer.In the absence or disability of the President, the Vice President shall act as President.The Secretary shall be responsible for ensuring that the minutes of all Board and committee meetings are kept and shall have charge of such books and papers as the Directors may direct.The Treasurer shall be primarily responsible for preparing the budget of the Club but may rely upon accounting or other professionals in the process of doing so.
Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary.The resignation shall take effect on the date of the receipt of the notice or at any later time specified therein.Acceptance of the resignation shall not be necessary to make it effective.
All agreements, contracts, deeds, leases, checks and other instruments of the Club shall be executed by the President, Secretary or Treasurer, or by such other person or persons as the Directors may designate by resolution.
Chapter 6_____________________________________________________________________ Management and Administration
Upon admission as a Member in this Club, each Member has agreed that use of the Club’s facilities by the Club Member, direct family and guests shall be at the sole risk of the Member and the Club shall not be liable in any fashion for the injury, damage or loss to the Club Member and extended family or guests, or the property of the Club Member and extended family and guests.
To the fullest extent that Washington law permits, as amended from time to time, the Club may indemnify, hold harmless and defend any Club officer, Director (in their capacity as such), and every committee member for, from and against all damages and expenses, including reasonable attorneys fees.
In performing their duties, Directors and officers are subject to insulation from liability as provided for Directors and officers of corporations by Washington law and as otherwise provided by these Bylaws and the Club’s Articles of Incorporation.The Directors shall exercise their power in a fair, nondiscriminatory manner and shall adhere to the procedures established in these Bylaws and the Club’s Articles of Incorporation.A Director may be liable (i) for acts or omissions which involve intentional misconduct by the Director or a knowing violation of law by the Director or (ii) for any transaction from which the Director will personally receive a benefit in money, property or services to which the Director is not legally entitled.Directors shall exercise the ordinary and reasonable care of Directors of a non-profit corporation under Washington law.
The Club may employ an agent or agents, at such compensation as the Board of Directors may establish, to perform duties and services as the Board shall authorize.Subject to the Board’s supervision, the Directors may delegate to the agent or agents any powers as necessary to perform its assigned duties but shall not delegate policy-making authority.
The Board of Directors may delegate to any single Director the authority to act on their behalf on all matters relating to any agent’s duties that arise between Directors meetings.
The Club shall have the right to contract with any person for the performance of various duties and functions.This right shall include, without limitation, the right to enter into common management, operational or other agreements within or outside the Kahler Glen community.
The Directors may establish any committees of the Board of Directors as they deem appropriate to perform tasks as the Directors may designate by resolution.Any such committee shall consist of at least one (1) Directors and other Club Members.Each committee shall operate in accordance with the terms of such resolution.To the extent that the Committee is delegated the authority of the Board, only the members of the Committee who are also voting Directors shall have the authority to vote on such matters. Unless otherwise specified in the resolution creating the committee, service on a committee shall be for a term of two (2) years.The Directors shall have the right to disapprove or veto any committee decision or action.Committees shall not have the authority contractually to bind the Club or to commit the Club financially or otherwise.Furthermore, no committee shall have the authority of the Board of Directors to (a) amend, alter or repeal the Bylaws; (b) elect, appoint or remove any member of any committee or any Director or officer of the Club; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or adopt a plan of consolidation with another corporation; (e) authorize the voluntary dissolution of the Club or revoke proceedings therefore; (f) adopt a plan for the distribution of the assets of the Club not in the ordinary course of business; or (g) amend, alter or repeal any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.The designation and appointment of any committee and the delegation of authority to it shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it, him or her by law.In addition to the Board Committees that may be established as provided above in this section, the Board of Directors, by resolution adopted by a majority of the Directors, may establish and make appointments to and abolish advisory committees or task forces to review and make recommendations to the Board of Directors.
6.6Kahler Glen Community Association Assessments
The KGAC shall pay the Kahler Glen Community Association annual fees for domestic and irrigation water, septic system maintenance and road utilization and maintenance.
Pursuant to a lease agreement dated November 11, 2001, as amended March 6, 2004 (“Lease”), the Club and Kahler Glen Golf and Ski Resort, LLC (successor to Kahler Glen LLC) executed a 75-year ground lease to the Club for the property upon which the Club’s building and facilities exist, identified as Tract B, Phase 4, Second Amendment. The Lease payment is for one dollar ($1.00) per year and is renewable for an additional 75 years.
Chapter 7_____________________________________________________________________ Accounting and Insurance
(a)The Club shall keep financial and other records sufficiently detailed to enable the Club to fully report to its Members the true statement of its financial status.All financial and other records of the Club, including but not limited to checks, bank records and invoices, in whatever form they are kept, are the property of the Club.
(b)All records of the Club, including the names and addresses of Members, shall be available for examination by all Members and their respective authorized agents on reasonable advance notice during normal working hours at the offices of the Club.The Club shall not release the unlisted telephone number of any Owner.The Club may impose and collect a reasonable charge for copies and any reasonable costs incurred by the Club in providing access to records.
(c)At least annually, the Club shall prepare, or cause to be prepared, a financial statement of the Club.The financial statements representing annual assessments of fifty thousand dollars or more shall be audited at least annually by an independent certified public accountant, but the audit may be waived if sixty-seven percent (67%) of the votes cast by Voting Members, in person or by proxy, at a meeting of the Club at which a quorum is present, vote each year to waive the audit.
(d)The funds of the Club shall be kept in accounts in the name of the Club and shall not be commingled with the funds of any person responsible for the custody of the funds.
The Board shall obtain and maintain at all times as a common expense, a policy or policies of property insurance covering all of the general improvements including fixtures and building service equipment, personal property and supplies belonging to the Club, and fixtures, equipment and improvements owned by the Club. All insurance shall be obtained from insurance carriers that are generally acceptable for similar projects authorized to do business in the State of Washington.
The property insurance shall, at a minimum, provide all risk or special cause of loss coverage in an amount equal to the full replacement cost of the improvements, equipment, fixtures, and personal property of the Club. The comprehensive liability insurance shall insure the Board, the Club, Club Members, any liability to the public or to the Club Members, and their invitees, or guests, incident to the ownership or use of the Club’s facilities (including but not limited to owned and non-owned automobile liability, water damage, host liquor liability and liability for property of owners). The liability coverage shall be in an amount determined by the Board after consultation with insurance consultants, but not less than $3,000,000.00 covering all claims for personal injury and/or property damage arising out of a single occurrence (such policy limits to be reviewed at least annually by the Board and increased in its discretion). The insurance shall contain appropriate provisions or endorsements precluding the insurer from denying the claim of an owner because of the negligent acts of the Club, Club Member or an invitee or guest.
Chapter 8_____________________________________________________________________ Rules and Operations
8.1Adoption and Modification of Rules and Regulations
The Club may alter, amend or repeal the rules and regulations from time to time and all Members will be obligated to adhere to the rules.Once adopted they will be published under and become effective 30 days after they are adopted by the Club, unless deemed by the Club to be emergency Rules and Regulations in which case the same shall become effective immediately prior to the publication thereof. The terms and conditions of the Ownership Agreement executed by each Member shall include the Rules and Regulation.
8.2Damages and Conduct
Members must pay for all damages to Club property caused by the Member, family members or guests. The sponsoring Member shall be liable and responsible for the conduct of his or her guests and family members.
8.3Kahler Glen Community Association Covenants
Although the Club shall have its own bylaws, the Club shall abide by any applicable covenants of the Kahler Glen Community Association.
8.4Hours of Operation
The Club shall be open year around with the hours of operation established by the Board of Directors. Should the facilities be temporarily unavailable for reason of service or utilities repair, or any reason related to the safe and prudent operation of the facility, the Club has no obligation to reimburse any dues or initiation fees.
8.5Cardkey Access Controls
Access to the Club shall be controlled via a cardkey system, or any other security system designated by the Board of Directors. Lost or additional cardkeys may be replaced or purchased for a price determined by the Board of Directors.Providing unauthorized access to any persons who are not Members may result in temporary suspension of access privileges.
Any payments of dues, fees or assessments delinquent more than 10 days shall be assessed a 5% penalty. Accounts which continue to remain delinquent for more than 30 days shall accrue interest at the rate of 1.5% per month and shall result in the suspension of membership rights to the Club Member and family and guests until all past due accounts have been paid in full.
8.7Non-Payment of Dues, Fees and Assessments
In the event a Club Member shall cease to be a Member, due to resignation, suspension, cancellation or being dropped for non-payment of dues or indebtedness to the Club, any indebtedness shall be immediately due and payable, and in the event the debt is not paid with thirty (30) days from the occurrence of any such event, then the Club Membership shall be rescinded and cancelled and all further obligations of the Club to the former Member shall terminate.
Except as may be modified by the Board of Directors, Robert’s Rules of Order (current edition) shall govern the conduct of Club proceedings when not in conflict with Washington law, the Club’s Articles of Incorporation or these Bylaws.
If there are conflicts among the provisions of Washington law, the Club’s Articles of Incorporation, and these Bylaws, then provisions of Washington law, the Club’s Articles of Incorporation and these Bylaws (in that order) shall prevail.
(a)Notice by Mail, Electronic Transmission, or Personal Delivery.Unless otherwise authorized or provided in these Bylaws, the notice of the meetings of Members and Directors, and all other notices, demands, bills, statements or other communications under these Bylaws, shall be in the form of a record and shall be deemed to have been duly given if sent by regular mail, first class postage prepaid;
(i)if to a Member, at his or her address (including electronic mail address or facsimile number) as designated by a writing or in an email and filed with the Club’s Secretary or, if no such address has been designated, as the address of the Member;
(ii)if to the Club, Directors or officers at the Club’s, the Directors’, or officers’ office, or at such other address (including electronic mail address or facsimile number) as shall be designated in writing or in an email and filed with the Club’s Secretary.
(b)Consent to Electronic Transmission.If notice is provided to the Members, Club, Directors or officers by electronic mail, it is effective only with respect to recipients who have: (a) consented in writing or by email to receive notices transmitted by email; and (b) designated in the consent the message format that is accessible to the recipient, and the address, location or system to which these notices may be emailed.A recipient who has consented to receipt of emailed notices may revoke the consent by delivering (by mail, facsimile or email) a revocation to the Club.The consent of any recipient is revoked if the Club is unable to transmit by email two (2) consecutive notices given by the Club, and this inability becomes known to the Secretary of the Club or other person responsible for giving the notice.The inadvertent failure by the Club to treat this inability as a revocation does not invalidate any meeting or other action.
(c)Effective Date.Notice sent in accordance with subsection (a) shall be deemed to have been duly given and effective at the earliest of the following:
Notice provided by email to a recipient who has consented to receive notice by such means is effective when it is emailed to an address designated by the recipient for that purpose.
If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the recipient at his, her or its address as it appears on the Club’s records, with postage thereon prepaid.
If delivered personally or by private carrier, the notice shall be deemed to be delivered when actually delivered to the address of the intended recipient, as evidenced by the signature of the person at the address who accepts such delivery.
If sent by telephone facsimile, the notice is effective when transmitted to the fax number indicated in the Club’s records as evidenced by a printed confirmation of transmission.
Other forms of notice described in this section are effective when received.
(d)Electronic Network Posting.The Club may provide notice of the time and place of any meeting by posting the notice on an electronic network (such as a listserv), provided that the Club also delivers to the recipient notice of the posting by mail, facsimile, or email (pursuant to the recipient’s consent to receive notices by email), together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
(e)Notice of Directors Meetings.Except for emergency or special meetings, notice of each Directors meeting shall be communicated to the Members by posting in a conspicuous location or locations within the Kahler Glen community, publishing in a newspaper or community newsletter, or posting on a community cable channel, intranet or internet website generally known to the Members, or by similar means to which the Members could reasonably be expected to have access, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.As an alternative to providing separate notice for each meeting, the Directors may post or publish a schedule of upcoming, regular directors meetings.
(f)Waiver of Notice.Transactions of any Directors meeting, however called and noticed or wherever held, shall be as valid as if taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each absent Director executes a waiver of notice in writing or by email, a consent to holding the meeting, or an approval of the minutes.The waiver of notice or consent need not specify the meeting’s purpose.Notice of a meeting also shall be deemed given to any Director who attends the meeting without protesting before or at its commencement about lack of adequate notice.
These Bylaws may be amended upon a resolution approved by a majority of the Voting Members of the Club.
9.6Distribution of Assets
In the event of dissolution, and after payment of all debts and liabilities, contingent or otherwise, and in compliance with all state laws, any remaining assets shall be distributed to each Voting Member on a pro-rata share basis and in accordance with a plan of distribution recommended by the Board and approved by two-thirds of the votes which Members present at a meeting or represented by proxy are entitled to cast.
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of the Kahler Glen Athletic Club.
That the foregoing Bylaws constitute the entire Bylaws of the Kahler Glen Athletic Club and replace in their entirety the Covenants, Conditions Restrictions and Reservations of the Kahler Glen Athletic Club previously adopted by the members of the Kahler Glen Athletic Club.These Bylaws were duly adopted at a meeting of the Board of Directors held on the ___ day of _______, 2009 and were duly adopted at a meeting of the voting Members of the corporation held on the ______day of ___________, 2009, by the concurrence of Members to which __________ percent (__%) of the votes in the Club are allocated.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this ______ day of ________________, 200_.