Bylaws and Mission Statement

2016 Edition

MISSION STATEMENT

The mission of the Birch Bay View Homeowners’ Association is to protect and enhance property values by ensuring that views of Birch Bay and Mt. Baker remain unobstructed by buildings, trees, or bushes. The corporation may conduct any lawful business to achieve these goals.

Article I

Membership
1. The membership of this association shall consist of owners of property in the development known as Birch Bay View, Whatcom County, Washington, who have paid their dues to the association. The dues amount shall be fixed from time to time by the membership. Members shall have one vote per taxed parcel owned. Such vote may be exercised in person or by written proxy.

2. Dues. The dues for membership in this corporation shall be $25.00 per taxed parcel per year or partial year payable by the time of the annual meeting each year in May. The rate for dues may be changed by a two-thirds vote of the members voting at any duly constituted membership meeting.

3. Annual Meeting. The annual meeting of the membership of the association shall be held in May of each year at a time chosen by the board of directors. Any business proper for consideration by the membership may be considered at the annual meeting, whether or not such business is specified in the notice of the annual meeting.

4. Special Meetings. Special meetings of the membership may be held at a place designated by the Board of Directors upon the call of the board of directors, the president of the board of directors, or one tenth of the membership. Only business specified in the notice of the meeting may be considered at a special meeting of the membership.

5. Notice. Notice of the time and place of membership meetings shall be given on the association’s website, or delivered to each member in person, or mailed /emailed to each member at the last address given by the member to the Secretary of the corporation, not more than fifty or less than ten days prior to the date of the meeting.

6. Quorum. The presence in person or by proxy of at least one-tenth of the members shall constitute a quorum for the transaction of business at any duly called membership meeting. (Two owners of one lot shall equal one member in determining if a quorum exists.) Except as otherwise required by the laws of Washington, the Articles of Incorporation, or the Bylaws, the act of a majority of the members present in person or by proxy at a membership meeting shall be the act of the membership.

Article II
Board of Directors
1. Powers and Qualifications. The affairs of the association shall be managed by the Board of Directors, who are the officers of the corporation.

2. Number. The number of the directors of the corporation shall be seven. The Board of Directors by amendment of these bylaws may increase or decrease the number of directors, provided that no decrease in number shall have the effect of shortening the term of any incumbent, or reducing the number of directors to less than five.

3. Election, Term, and Removal. The directors shall be elected annually at the annual meeting of the membership and shall serve until their successors are elected and shall qualify.

4. Vacancies. The Board of Directors shall have power to fill any vacancy occurring in the board 1) by reason of an increase in the number of directors by amendment to these bylaws, or 2) by losing a director who resigns or becomes unable to perform his/her duties.

5. Committees. The Board of Directors has the authority to appoint committees as deemed necessary to carry out assignments and activities. A committee shall appoint a chair, who shall report to the Board of Directors on a regular basis.

Article III
Meetings of the Board of Directors
1. Annual Meeting. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the membership.

2. Special Meetings. Special meetings of the Board of Directors may be held at any place or time, whenever called by the President or Secretary, or any two Directors of the Board.

3. Notice of Meetings. No notice of the annual meeting of the Board of Directors shall be required. Notice of the time and place of any special meetings of the Board shall be given by the Secretary, or by the person or persons calling the meeting, by mail/email, personal communication, or on the association’s website, at least three days prior to the date on which the meeting is to be held.

4. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any meeting of the Board of Directors need be specified in the notice or any waiver of notice of such meeting.

5. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted and the Board may exercise all of its powers.

6. Open Meetings. All meetings by the board of directors are open to members of the association. Notice of meetings shall be put on the association’s website at the time that the board members are given notice. The Board retains the right to go into executive session (closed to the membership) to consider actions by members of the association against one or more board members.

Article IV
Actions by Written Consent
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 directors of the association, may be taken without a meeting if a consent in writing, setting forth the action so taken, consistent with the intended action, is agreed to by all the directors. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.

Article V
Waiver of Notice
Whenever any notice is required to be given to any director of the corporation by the Articles of Incorporation or bylaws, or by the laws of the State of Washington, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Article VI
Officers
1. Officers Enumerated. The officers of the association shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary by the Board of Directors, each of whom shall be annually elected by the Board of Directors, and shall serve at the pleasure of the Board or until their successors are duly elected and qualified. Any two offices may be held by the same person, except the offices of the president and secretary.
In order to be effective, it is recommended the president remain in office for 2-3 years, given the membership is in agreement at each annual meeting. The president must have served at least 6 months prior on the BBV Board. Approximately one half of the Board of Directors should be retired a different year than the others. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the Board of Directors may prescribe.

2. The President. The president shall exercise the usual executive powers pertaining to the office of President. He/she shall preside at meetings of the members of the Board of Directors

3. The Vice President. In the absence or disability of the President, the Vice President shall act as President.

4. The Secretary. It shall be the duty of the Secretary to keep records of the proceedings of the Board of Directors and when requested by the President to do so, to sign and execute with the President all deeds, bonds, contracts, and other obligations or instruments in the name of the corporation.

5. The Treasurer. The Treasurer shall have the care and custody of and be responsible for all funds and investments of the corporation, and shall cause to be kept regular books of account. He/she shall cause to be deposited all funds and other valuable effects in the name of the corporation in such depositories as may be designated by the Board of Directors. In general, he/she shall perform all of the duties incident to the office of treasurer.

6. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

7. Salaries. The salaries, if any, of all officers and agents of the corporation shall be fixed by the Board of Directors.

8. Removal. Any officer elected or appointed may be removed by the Board of Directors, whenever in its judgment, the best interests of the corporation shall be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed; election or appointment of an officer or agent shall not of itself create contract rights.

Article VII
Administrative and Financial Provisions
1. Fiscal Year. The fiscal year of the corporation shall be the calendar year, ending with December 31.

2. Seal. The corporation shall have no seal.

3. Books and Records. The corporation shall keep current and complete books and records of account, and shall keep minutes of the proceedings of meetings of the membership, its Board of Directors and committees having any of the authority of the Board of Directors.

4. Amendment of Bylaws. These bylaws may be altered, amended, or repealed by the membership at any duly constituted annual or special meeting of the members.

5. Amendment of Covenants, Conditions, and Restrictions (C. C. and R.s). The covenants, conditions, and restrictions may be altered, amended, or repealed by the membership at any duly constituted annual or special meeting of the members.

6. Rules of Procedure. The rules of procedure at meetings of the membership or the Board of Directors shall be the rules contained in Roberts’ Rules of Order on Parliamentary Procedure, as amended, so far as applicable and when not inconsistent with these bylaws, the Articles of Incorporation, or with any resolution of the Board of Directors.

Article IX
Anti-Discrimination Policy
The Birch Bay View Homeowners’ Association will not discriminate against members based on race, color, religion, sexual orientation, gender, national or ethnic origin.

Article X
Conflict of Interest Policy
No member of the Executive Board shall participate in any discussion or vote on any matter in which he or she or a member of his or her immediate family has potential conflict of interest because of having material economic involvement regarding the matter being discussed. When such a situation presents itself, the person involved must announce his or her potential conflict, disqualify himself or herself, and be excused from the meeting until discussion is over on the matter involved. The President of the meeting is expected to make inquiry if such conflict appears to exist and the board member has not made it known.

Article XI
Whistleblower Policy
If a member of the Executive Board has a reasonable belief that a board member has engaged in any action that violates any applicable law, or regulation, including those concerning accounting and auditing, or constitutes a fraudulent practice, the member is expected to immediately report such information to the President of the Board in writing. If the member does not feel comfortable reporting the information to the President, he or she is expected to report the information to any past president or board member of the association.
All reports will be followed up promptly, and an investigation conducted. In conducting its investigations, the Executive Board or the past president/board member will strive to keep the identity of the complaining individual as confidential as possible, while conducting an adequate review and investigation.
The Executive Board shall not retaliate against a member in the terms and conditions of membership because that member: a) reports to the Board President, the Executive Board, a past president, or to a federal, state or local agency that which the member believes in good faith to be a violation of the law or of the bylaws of the Birch Bay View Homeowners’ Association; or b) participates in good faith in any resulting investigation or proceeding, or C) exercises his or her rights under any state or federal law(s) or regulation(s) to pursue a claim or take legal action to protect the member’s rights.
The Birch Bay View Homeowners’ Association’s Executive Board may take disciplinary action (up to and including termination of membership) against a member, who, in the Board’s assessment, has engaged in retaliatory conduct in violation of this policy.

In addition, the BBVHOA’s Executive Board, will not, with the intent to retaliate, take any action harmful to any member who has provided to law enforcement personnel or a court truthful information relating to the commission or possible commission by the Board or any of its members, of a violation of any applicable law or regulation.
Board members will be advised of this policy and the BBVHOA’s prohibition against retaliation in accordance with this policy.

* * * * * * * * * * * * * * * * *