Section 4.1.

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Definition and purpose

Article 4.1.1.
Definition

4.1.1.1.
This corporation is incorporated under the Laws of the State of Washington as a non-profit maintenance corporation for the purpose set forth in the Articles of Incorporation and for the area hereinafter described, situated in Whatcom County, Washington.  The corporation shall be identified as the Lummi Island Scenic Estates Community Club and is referred to throughout these Bylaws as the Community Club or the Club.

Article 4.1.2.
Purpose

4.1.2.1.
The purpose for which this Community Club was created may be altered, modified, enlarged, or diminished by the majority vote of the members present at a meeting duly called for such purpose, notice of such meeting shall be given in the manner provided by the Bylaws of giving of notice for the election of Directors.

Article 4.1.3.
Severability

4.1.3.1.
If any provision of the LISE Bylaws or its application to any person or circumstance is held invalid, the remainder of the LISE Bylaws or the application of the provision to other persons or circumstances is not affected.

Section 4.2.

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Membership

Article 4.2.1.
Regular membership

4.2.1.1.
The membership in the Community Club shall consist of and be limited to the owners or purchasers of lots in the area described in Article II of the Articles of Incorporation specifically within the plats of Lummi Island Scenic Estates, Divisions No. 1, Sections 1, 2, 3, 4 and Divisions 2, 3, 4, 5, 6, 7, 9 and 10 and any owners of property accorded membership through Article 4.2.1.7.

4.2.1.2.
Each owner or purchaser shall have one membership regardless of the number of lots owned or purchased, and the voting interest of each member shall be equal to that of any other member, and no member can acquire any interest which shall entitle him to any greater voice, vote or authority in the Community Club than any other member. If any lots are held by two or more persons, the several owners of such interest, i.e. husband and wife, partners, etc., shall be collectively entitled to cast ONLY one vote.

4.2.1.3.
No membership shall be voted unless represented in person or by duly executed proxy or by absentee ballot by the owner or owners or purchaser or purchasers as afore described.

4.2.1.4.
Membership and certificates or cards of membership evidencing the same shall be inseparably appurtenant to lots owned by  the members, and upon transfer of ownership, or contract of sale, of any such lots, membership or certificate or cards of membership shall ipso facto be deemed to be transferred to the new owner or contract purchaser. No membership or certificate or card of membership may be transferred, assigned or in any manner conveyed, other than in the manner herein before set forth. In the event of the death of a member, the membership and certificate or card of membership of such member shall be and become the property of the personal representative of such deceased member upon the appointment and qualification as such in a judicial proceeding and such personal representative shall have all the rights, privileges and liabilities of the deceased member until title shall be transferred or contracted to be transferred. 

4.2.1.5.
No owner or purchaser's membership  may be canceled, forfeited of, disposed of, nor may any member withdraw, cancel, or transfer his membership except upon transfer of title to the real property to which his membership is appurtenant, as elsewhere herein provided.  The Board of Directors may levy fines, assess charges, suspend memberships, deprive members of privileges and services provided by the Community Club, or exercise any other reasonable restriction, penalty, or admonishment for the violation of any of these Bylaws or the duly adopted and published Rules and Regulations. Memberships may be suspended and the member deprived of the privileges and services provided by the Community Club, only by the Board of Directors, for non-payment of dues or assessed charges, or any other violation of these Bylaws or the duly adopted and published Rules and Regulations, or for any activity which is in violation of the laws of the Federal, State or Local Governments and which the Board of Directors believes to be detrimental to the Community Club. The annual dues may not be suspended for any reason.  The Board of Directors shall levy late charges and/or charge interest at the rate of 12% per annum compounded monthly beginning 30 days after each assessment or charge is levied on all accounts due the Community Club.

4.2.1.6.
No compensation shall be paid by the corporation upon any transfer of membership and no member whose membership is transferred shall be entitled to share or participate in any of the property or assets of the corporation.

4.2.1.7.
Subject to approval by the Board of Directors, and confirmation by a majority vote of the membership at the next Annual General Meeting, owners or contract purchasers of parcels of property outside of current LISE boundaries may be accorded membership in the Community Club, subject to such terms and conditions as may be imposed from time to time by the Board of Directors.

4.2.1.8.
In order to be considered for membership, the owner or contract purchaser’s property must adjoin property within the Plats of Lummi Island Scenic Estates, other property the owners or contract purchasers of which have been accorded membership, or be otherwise served by an easement or easements sufficient to consider such owner’s or contract purchaser’s property as contiguous to Lummi Island Scenic Estates.

4.2.1.9.
Such owners or contract purchasers shall pay an initiation fee for membership as shall be determined by the Board of Directors and shall make such improvements to their property as the Board of Directors shall require as necessary or appropriate to membership.

4.2.1.10.
The owner or contract purchaser of any parcel who is to be accorded membership shall execute and deliver for recording such covenant or other document as the Board of Directors shall prescribe from time to time, the effect of which will be to permanently affix the property of such owners or contract purchasers, irrespective of subsequent conveyance, to the control of the Community Club.

4.2.1.11.
Upon admission to membership, the owner, or contract purchaser of such parcel shall have all rights and privileges of membership, and shall be subject to all duties and obligations of membership including, without limitation, the obligation to pay such dues and assessments as may be imposed from time to time, and shall be bound by the land covenants of the plats of the various divisions, the articles and bylaws, and the rules, regulations and other governing documents of Lummi Island Scenic Estates Community Club, Inc.

4.2.1.12.
In the event an owner or contract purchaser shall divide, subdivide, partition, or otherwise change the boundaries of the parcel held by such owner or contract purchaser in conjunction with such person’s membership, there shall thereafter continue to be only one membership which shall be appurtenant to such single resulting parcel as the Board of Directors shall determine, and any remaining portion of such parcel not a part of the parcel to which membership continues to be appurtenant shall have no membership rights or privileges except upon petitioning for and being granted membership as provided herein.

Article 4.2.2.
Deleted.

4.2.2.1.
Deleted.

Article 4.2.3.
Certificate of membership and transfers

4.2.3.1.
Deleted.

4.2.3.2.
No transfer of membership as provided in Article 4.2.1.4. shall entitle the new owner or contract owner to vote the same until it has been established to the satisfaction of the Association (General Manager) that such transfer of title is bonafide and has been made in the manner provided for by these Bylaws and the laws of the State of Washington.

4.2.3.3.
Deleted.

4.2.3.4.
Unless specifically requested by the owner and holder thereof, it shall not be necessary that certificates or cards of membership be actually issued but any owner or purchaser of a lot within the said district may exercise all of the rights and privileges and shall be subject to all of the liabilities of membership without the actual issuance and possession of such certificate or card of membership.

4.2.3.5.
Each member, owner, or purchaser shall keep the Association (General Manager) informed of his correct mailing address.  Notices for meetings, dues, and other Club business shall be deemed properly sent when mailed to the last address of record.

Section 4.3.

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Meetings

Article 4.3.1.
Annual meeting

4.3.1.1.
Annual meetings of the members of the Community Club will be held at the Community Club Clubhouse on the fourth Saturday of August of each year at 10 o’clock a.m. unless otherwise notified by the Board of Directors. Notice thereof shall be given by the Secretary by mailing notice to each member to the last address of record not less than fourteen (14) days and not more than sixty (60) days prior to the date of the meeting.

4.3.1.2.
At all annual and special meetings of the members, fifty of the members of the Community Club, present in person or by absentee ballot at the beginning of the meeting, shall constitute a quorum throughout the meeting for the transaction of any business appropriate to a membership meeting. Each member shall be entitled to one vote, subject to the provisions of clauses 4.2.1.2. and 4.2.1.3. In the event that there is not a quorum at any annual or special meeting, less than a quorum may adjourn the meeting until such time as a quorum may be present in person or by absentee ballot.

4.3.1.3.
Procedures will be guided by Robert's Rules of Order.

Article 4.3.2.
Special meeting

4.3.2.1.
Special meetings of the members may be called at any time by the president, a majority of the Board of Directors or by members representing ten percent of the membership within the jurisdiction of the Community Club. Notices of a special meeting, stating the object thereof, shall be given by the Secretary by mailing such notice to each member to the last address of record not less than fourteen (14) nor more than sixty (60) days prior to the date on which such meeting is to be held.

4.3.2.2.
Special meetings of the Board of Directors shall be called at any time by the Secretary on order of the President or a majority of the Board of Directors.  The Secretary shall give each Director at least 24 hours notice of all regular and special meetings.

Article 4.3.3.
Proxy

4.3.3.1.
Voting by the membership for the election of or removal of Directors or for the confirmation of those previously appointed directors or for any and all special assessments or for any and all bylaw changes must be done by secret ballot only.

4.3.3.1.(1)
A member may exercise his or her right to vote by proxy. An official proxy shall be attached to the notice of the meeting on which a member may designate to whom he or she is entrusting his or her proxy vote. To be valid the proxy must be on the official form (original, photostatic, facsimile copy or notarized authorization) and signed by the member. In the event a proxy is challenged, the Secretary shall rule on the validity of the proxy and the Secretary’s decision shall be conclusive. Any legal owner may cast the vote or sign the proxy. Persons voting proxy for absent members must have a properly signed proxy form.

4.3.3.1.(2)
A member may exercise his or her right to vote by absentee ballot. The absentee ballot shall be the same ballot voted on at the actual meeting and it shall be attached to the notice of the meeting. It shall be constructed to be mailed back in a 2-envelope system, so that the ballot fits confidentially into its own inner sealed envelope, with the outer envelope having the proper signature of the owner with the lot number included.

Upon receipt, the outer envelope information of the absentee ballot shall be logged onto the actual roster used for distributing ballots at the general member meeting, and the inner envelope shall be placed, without any identifying marks, into a locked box. The inner envelope shall be opened and the contents counted only on the day of the general member meeting and only by the members appointed to count the votes of the attending members. To be valid, the absentee ballot must be received by the Board by the last weekday prior to the meeting for which the voting is to take place. Only one owner per lot (per Article 3.2.3.1.) may vote the ballot and sign the outer envelope. When voting by absentee ballot, the member can vote only on those issues listed on the absentee ballot, excepting write-ins for voting for board members.

4.3.3.2.
An Election Committee shall be a standing committee, chaired by the Secretary and comprised of 3 or 5 members in good standing of LISECC. An equal number of members shall be appointed by the President (or Vice President) and by the Administration Committee, with each term limited to two consecutive years. The Election Committee shall be charged generally with ensuring the validity and fairness of all elections that utilize ballots, including the following specific duties: 1) utilize numbered ballots which carry the LISECC seal, 2) combine ballots used for all methods of voting into a single ballot system, 3) utilize a double envelope mailing system which includes or requires the following on the outer envelope: the LISECC lot number, and the sworn name and signature and the place and date of signature of the voting member, 4) establish a separate mailing address for the receipt of all ballots cast by mail, 5) receive all ballots cast by mail as a group, or otherwise in such a manner that ensures their validity, 6) separate the inner and outer envelopes and account for both, 7) during the meeting, tabulate the results of all votes cast by all means, 8) cross-reference all votes cast by all means to ensure the elimination of double voting, 9) store the secured envelopes, all ballots and any other relevant records for one year at the LISE office.

4.3.3.2.
Renumbered to 4.3.5.2.

4.3.3.3.
Renumbered to 4.3.5.2.

Article 4.3.4.
Suspension of voting priveledges

4.3.4.1.
No member shall be permitted to vote in any Annual or Special meeting of the Community Club if he or she has a lien filed against any lot he or she owns for the non-payment of his or her dues, assessments or assessed charges.

Article 4.3.5.
Voting

4.3.5.1.
Renumbered to 4.3.3.1.

4.3.5.2.
Persons voting proxy for absent members must themselves be members in good standing of this Club.

4.3.5.3.
Persons voting proxy for absent members shall be limited to no more than five (5) such proxies.

4.3.5.4.
Upon registering at any Annual or Special Meeting, each voting member shall receive one white voting card. If one or more proxies are held by any voting member, they shall also be given one colored voting card for proxy votes with the number of such proxies held indicated on the face. Proper identification shall be placed upon each and every card prior to issuing. When voting is held during the meeting, voters shall hold up their card(s) to designate the number of votes to be counted. 

Section 4.4.

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Directors and officers

Article 4.4.1.
General

4.4.1.1.
Corporate powers of the Community Club shall be vested in a Board of Directors. The number of Directors who shall manage the affairs of the community Club shall be five (5).

4.4.1.2.
Two or three Directors, (depending upon the number of fulfilled terms to be vacated), shall be elected by the members to succeed at each annual meeting to serve for the term of two (2) years and until their successors are duly elected and qualified. The expiration of terms shall be staggered to provide for continuity of LISECC leadership. In the event of three (3) absences per year from Board meetings by any Director the remaining Directors may, by a two-third (2/3) majority, declare the position of the absent member vacated. The change in length in term to two (2) years shall apply to the current terms of all sitting members of the Board.

4.4.1.3.
Each Director shall be an active member who shall not have lost his or her right to vote by reason of having disposed of land to which his or her membership is appurtenant. No Director shall be permitted to vote in any Board meeting if he or she has a lien filed against any lot he or she owns for the non-payment of his or her dues, assessments or assessed charges, or is in material contravention of any of our Bylaws.

4.4.1.4.
In the event a Director ceases to be the owner of the land to which his membership is appurtenant, or of a contract for the purchase thereof, he shall thereby cease to be a Director and his office shall become vacant without action other than to spread such fact upon the minutes of the meeting of the Board of Directors.

4.4.1.5.
At the first meeting of the Board of Directors, after each annual meeting of the members, the Board of Directors shall elect a President and Vice-President from among themselves by secret ballot. They also shall elect a Corporate Secretary and Treasurer. The Board may also at any time appoint an Executive Secretary and/or Assistant Secretary and/or Assistant Treasurer. Officers of the Community Club, so elected, shall hold office for the term of one year and until their successors are qualified. Any officer may be suspended or removed by a majority vote of all the Directors.

4.4.1.6.
Any vacancy occurring in the Board of Directors shall be filled by appointment by a majority of the remaining Directors.  The person so appointed shall hold office for the remainder of the original term subject to confirmation by the membership at the next Annual Meeting.  Failing confirmation, the position will be declared vacant and will be filled by election.

4.4.1.7.
Any Director elected by members may be removed, with or without cause, by a majority of the votes cast by members having voting rights with regard to the election of any Director, represented in person or by proxy at any meeting at which a Director could be elected.

4.4.1.8.
Deleted.

4.4.1.9.
At the conclusion of the first Directors’ meeting following the Annual General Meeting, the minutes of the Annual General Meeting and the minutes of the Board Meeting shall be mailed to all members along with notification of the names, addresses, and phone numbers of the Board members, the elected President, Vice President, Secretary, Treasurer and Committee Chairmen.

Article 4.4.2.
Power and duties of Directors

4.4.2.1.
Subject to limitations in the Articles of Incorporation and the Bylaws and the laws of the State of Washington, all powers of the Community Club shall be exercised by or under the authority of, and the business and affairs of the Community Club shall be controlled by, the Board of Directors. Without prejudice to such general powers, and subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers.

4.4.2.2.
To elect and remove all the other officers, agents and employees of the Community Club, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the Bylaws, fix their compensation and require from them security for faithful service.

4.4.2.3.
To conduct, manage and control the affairs and business of the Community Club, and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or the Bylaws, as they may deem best; provided, that the Directors, unless authorized by majority vote of the members at a special meeting called for that purpose, shall not be empowered to place any lien, mortgage or other encumbrance upon the property of the Community Club. Rules and Regulations adopted by the Directors shall be considered published when posted in the Community Club Clubhouse.

4.4.2.4.
To issue certificates of membership to the owners or purchasers of lots herein before described, subject to such conditions or terms as provided in the Articles of Incorporation and the Bylaws.

4.4.2.5.
To cause to be kept a complete record of all minutes and acts and to present a full statement to the regular annual meeting of members showing in detail the condition of the affairs of the Community Club.

4.4.2.6.
The Directors shall be reimbursed by the Community Club only for such reasonable expenses as they may necessarily incur in pursuance of the Business of the Community Club.

4.4.2.7.
Directors who satisfy all conditions of Article 4.4.1.3, and who are also Members in Good Standing with no voting privileges suspended pursuant to Article 4.3.4.1, shall be eligible to receive a stipend in the form of a credit to their LISECC member account equal to 1/12 of a single lot annual dues (applicable to the year in which the board meeting occurs) for each LISECC monthly board meeting that they physically attend. No credit shall be made for board meetings a Director does not physically attend. No credit shall be made for Director attendance at the LISECC annual general meeting (AGM) of for attendance at LISECC committee meetings. The credit calculation is based on a single lot dues only and does not include the DWSRF loan fee, the water RTS fee, or water usage fees. Anticipated future director stipend credits may not be used to satisfy current LISECC dues amounts owed per LISECC Policies and Procedures, Policy 7.

4.4.2.8.
The Directors shall not be individually liable except for a Director’s own bad faith, dishonesty, or fraud.

4.4.2.9.
The Directors shall have the authority to perform necessary repairs and maintenance of roads constructed on easements on private properties within the Lummi Island Scenic Estates, and to abate (correct) unsightly nuisances on private property, the charges to be assessed against the property owners affected. In cases of repairs or maintenance of the roads or such easements, the directors may elect to have the club assume a portion of the total cost. In cases of abatements on private property other than road repairs and maintenance, written notice via registered mail shall be afforded to the property owner 30 days before any corrections are undertaken which will result in charges against said property.  All charges under this section shall be subject to interest, liens and collection costs in the same manner as for dues.

4.4.2.10.
The Directors may not pass any motion requiring the appropriation of funds from the Community Club’s reserve account without a two thirds (2/3rds) majority vote of the Directors at a duly constituted meeting of the Board of Directors.

Article 4.4.3.
Duties of Officers

4.4.3.1.
President. The President shall preside at all meetings of the Directors and Members; he shall sign as President all contracts or other instruments in writing authorized by the Board of Directors; he shall call special meetings of the Directors or of the members whenever he deems it necessary; he shall have and exercise, under the direction of the Board of Directors, the general supervision of the affairs of the Community Club.

4.4.3.2.
Vice-President. The Vice-President shall preside at all meetings in the absence of the President, and in case of the absence or disability of the President shall perform all other duties of the President which are incidental to his office.

4.4.3.3.
Secretary. The Secretary shall issue all notices and shall attend and be responsible for the minutes of all meetings of the Board of Directors and members; he shall have charge of all Community Club books, records and papers; he shall be custodian of the corporate seal, shall attest his signature and impress with the corporate seal all written contracts of the Community Club, shall chair the Election Committee, and shall perform all such other duties as are incidental to his office.

4.4.3.4.
Treasurer. The Treasurer shall ensure that all monies and securities of the Community Club are kept safely and oversee the disbursement of the same under the direction of the Board of Directors. All persons authorized to handle or disburse the funds of the Community Club shall be bonded, at the expense of the Community Club, in an amount adequate to protect it. The Treasurer shall oversee that all funds of the Community Club are deposited in a bank selected by the Directors. At each annual meeting of the members, and at any time directed by the Directors, the Treasurer shall issue and present a full statement showing in detail the conditions of the affairs of the Community Club.

4.4.3.5.
The Executive Secretary and/or Assistant Secretary and/or Assistant Treasurer, if appointed by the Board of Directors shall perform such duties as may be designated by it.

4.4.3.6.
The Operations Manager, if appointed by the Board of Directors, shall exercise management, supervisory control, and perform such other duties as may be designated by the Directors.  The extent of authority and the duties to be performed are described in Section 5.6. of the Rules and Regulations.

4.4.3.7.
Any Officer, other than the President, may occupy two offices concurrently if the Board of Directors so desires.

Article 4.4.4.
Meeting of Directors

4.4.4.1.
The Directors shall meet not less than once per month for the purpose of conducting business of the Club, (except as otherwise provided in the Bylaws).

4.4.4.2.
A quorum equal to the majority of the directors must be present to conduct business.

4.4.4.3.
Procedures will be guided by Robert's Rules of Order.

4.4.4.4.(1)
A meeting of the association must be held at least once a year. Special meetings of the association may be called by the president, a majority of the board of directors, or by owners having ten percent of the votes in the association. Not less than fourteen nor more than sixty days in advance of any meeting, the Secretary or other officers specified in the Bylaws shall cause notice to be hand-delivered or sent prepaid by first class United States mail to the mailing address of each owner or to any other mailing address designated in writing by the owner.  The notice of any meeting shall state the time and place of the meeting and the business to be placed on the agenda by the Board of Directors for a vote by the owners, including the general nature of any proposed amendment to the articles of incorporation, bylaws, any not yet ratified budget or changes in the previously approved budget that result in a change in assessment obligation and any proposal to remove a director.

4.4.4.4.(2)
Except as provided in this subsection, all meetings of the board of directors shall be open for observation by all owners of record and their authorized agents. The board of directors shall keep minutes of all actions taken by the board, which shall be available to all owners. Upon the affirmative vote in open meeting to  assemble in closed session, the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the bylaws of the association, and matters involving the possible liability of an owner to the association. The motion shall state specifically the purpose of the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The board of directors shall restrict the consideration of the matters during the closed portion of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the Board of Directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified. The requirements of this subsection shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.

4.4.4.5.
Regular Board meetings shall be open to the membership but participation shall be confined to limited but reasonable time prior to the commencement of the Board meeting when members may make presentation to the Board regarding Club matters. Members may be called upon to provide constructive input, during Board discussion by the hand vote of a majority of the Board members. Their allotted time is not to exceed three (3) minutes unless approved by the Board. Any and all such Board meetings shall not be held in private residences but rather must be conducted in the Clubhouse or, if unavailable, some like neutral meeting place.

Section 4.5.

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Dues and assessments

Article 4.5.1.
Annual dues

4.5.1.1.
The members of the Community Club shall be liable for the payment of such annual dues as may from time to time be fixed and levied by the Board of Directors pursuant to the Articles of Incorporation and these Bylaws and subject to the provisions of said Articles and Bylaws. The initial membership fees, and all subsequent maximum annual dues levied upon a member shall not exceed in any one year the sum of $300 per lot as originally platted, annually adjusted (up or down) in accordance with the Seattle-Tacoma-Bremerton Average CPI, as registered for the September period each year (base year established as 1992); and shall not be increased unless authorized by the majority vote of the membership present at any meeting of the Community Club, but such annual dues may be decreased or increased within the aforesaid limit by the Board of Directors. If a special meeting is called for the purpose of raising the annual dues, such notice must set forth the fact that the annual dues will be the subject of a vote.

4.5.1.2.
Dues against members or the land owned or being purchased by them shall be levied by the Board of Directors on an equitable basis without distinction or preference of any kind, except that in cases where a member uses two (2) or more contiguous lots as a single building site, dues (only) may be levied at the Board's discretion on only one lot. This exception may be granted only if the use is within the Board's published guidelines (Section 6) and after the dwelling is completed. All dues, when collected by the Community Club, shall remain the property of the members until such time as they are expended pursuant to the Articles of Incorporation and Bylaws of the Community Club. All dues, assessments, interest, fines, penalties and other payments due the Community Club shall be payable in U.S. funds or their equivalent.

4.5.1.3.
Dues shall be levied for a one-year period commencing 1 January ending on 31 December. Dues shall be due on a semi-annual basis, with one-half due on 1 January and becoming delinquent on 1 February, and the second half due on 1 June and becoming delinquent on 1 July. Only the delinquent portion shall be subject to a late fee of 10% per annum compounded monthly and each member is herewith so notified regardless of the mailing of a dues notice or notices of interest charges.

4.5.1.4.
From time to time, as and when any such dues, assessments, charges, interest, fines, or penalties are levied, each member with respect to the land or interests therein to which his membership is appurtenant shall pay the amount of such dues, assessments, charges, interest, fines or penalties against the same to the Community Club, at its office within thirty days after the mailing of the notice of such dues, assessments, charges, interest, fines or penalties to the members. The amount of such dues, assessments, charges, interest, fines or penalties, together with all expenses, attorney fees and costs reasonably incurred in enforcing the same, shall be paid by the member and shall be a lien upon said land and the membership appurtenant thereto, superior to any and all other liens created or permitted by the owner of such land and enforceable by foreclosure proceedings in the manner provided by law for foreclosure of mortgages upon land; provided, that no proceedings for the foreclosure of any said liens, as provided in Section 4.5., shall be commenced except upon the expiration of four months from and after the date of mailing of said notice of dues, assessments, charges, interest, fines or penalties.

Article 4.5.1.4.
Assessments

4.5.2.1.
At any meeting of the membership a majority of the members present may vote special assessments to finance any improvement project, emergency repair, general upkeep, or other desired expenditure. The purpose of an assessment must be clearly stated, be for one single purpose, carry an exact cost limitation, list the proportionate maximum cost to each lot, state the duration the assessment is to run, give the date the assessment becomes due and payable, and set forth any limitations or other instructions to govern the expenditure of the funds so authorized to be collected and disbursed. All assessments voted by the membership under this section are to be levied in addition to the annual dues as set forth in 4.5.1.1. If a special meeting is called for the purpose of voting a special assessment, such notice must set forth the fact that an assessment will be the subject of a vote. In addition to annual dues and/or assessments levied against all lots, the Board of Directors shall have the power to levy charges against any lot or lots for services actually supplied or rendered, including water.

Article 4.5.3.
Record keeping

4.5.3.1.
The Community Club or its managing agent shall keep financial and other records sufficiently detailed to enable the Community Club to fully declare to each owner the true statement of its financial status. All financial and other records of the Community Club, including but not limited to checks, bank records and invoices, in whatever form they are kept, are the property of the Community Club. Each Community Club managing agent shall turn over all original books and records to the Community Club immediately upon termination of the management relationship with the Community Club, or upon such other demand as is made by the board of directors. A Community Club managing agent is entitled to keep copies of Community Club records.  All records which the managing agent has turned over to the Community Club shall be made reasonably available for the examination and copying by the managing agent.

4.5.3.2.
All records of the Community Club, including the names and addresses of owners and other occupants of the lots, shall be available for examination by all owners, holders of mortgages on the lots and their respective authorized agents on reasonable advance notice during normal working hours at the office of the Community Club or its managing agent. The Community Club shall not release the unlisted telephone number of any owner.  The Community Club may impose and collect a reasonable charge for copies and any reasonable costs incurred by the Community Club in providing access to records.

4.5.3.3.
At least annually, the Community Club shall prepare, or cause to be prepared, a financial statement of the Community Club and shall be audited at least annually by an independent certified public accountant, but the audit may be waived if sixty-seven percent of the votes cast by owners, in person, or by proxy, at a meeting of the Community Club at which a quorum is present, vote each year to waive the audit.

4.5.3.4.
Within thirty days after adoption by the Board of Directors of any proposed regular or special budget of the Community Club, the board shall set a date for a meeting of the owners to consider ratification of the budget not less than fourteen nor more than sixty days after mailing of the summary. Unless at that meeting, the owners of a majority of the votes in the Community Club are allocated or any larger percentage specified in the governing documents reject the budget, in person, or by proxy, the budget is ratified, whether or not a quorum is present. In the event the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the owners shall be continued until such time as the owners ratify a subsequent budget proposed by the board of directors.

4.5.3.5.
The board may elect to conduct budget ratification by absentee ballot. When conducting budget ratification by absentee ballot a meeting of the membership is not required. A budget ballot shall address the topic of budget ratification only. Polling shall conform to the absentee ballot procedure outlined in Bylaw 4.3.3.1.(2).

Section 4.6.

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Properties

Articles 4.6.1.
Non-conforming properties

4.6.1.1.
To bring Scenic Estates into compliance with the Whatcom County Code, the following regulations are hereby in effect and shall be followed by all members:

4.6.1.2.
No non-conforming structures, travel trailers or recreational vehicles may be placed upon a Scenic Estates lot for permanent dwelling.

4.6.1.3.
During construction of a permanent dwelling, travel trailers or recreational vehicles may be utilized as temporary dwelling units for a period of two years only.

“WCC 20.34.104. Accessory Uses: Temporary dwelling units which have full living accommodations including sleeping, self-contained cooking, bathing, and toilet facilities where the plumbing is connected to permanent site sewage and water systems, including those travel trailers and recreational vehicles that meet the above description, for use by owners during the period of construction of a permanent dwelling while building permit is valid, not to exceed two years.”

4.6.1.4. 
Deleted.

4.6.1.5.
Non-conforming structures may not be used to replace existing non-conforming structures.

4.6.1.6.
Existing non-conforming structures may not be transferred from one lot to another.

4.6.1.7.
Deleted.

4.6.1.8.
All buildings, structures, and trailers must comply with State law, County ordinance, and any governmental or quasi-governmental agency rules or regulations. This includes existing structures since the Board has no authority to waive compliance with law.

4.6.1.9.
The Club’s Articles of Incorporation (incorporated by reference from the plat dedication and Bylaw 4.4.2.9.) prohibit the maintenance of unsightly property and grant the Club the right to prohibit such unsightliness. Nothing in this section affects the Club’s right to continue to enforce that provision of the Articles of Incorporation and Bylaw 4.4.2.9.

4.6.1.10.
Failure to abide by the above regulations will result in penalties being enacted per Bylaw 4.2.1.5.

Section 4.7.

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Dissolution and amendments

Article 4.7.1.
Dissolution

4.7.1.1.
No dissolution of the Community Club shall be effected until after the membership shall have set aside all appropriate club property for public parks. Such property designated to be public parks shall be turned over to the Whatcom County Park Department before dissolution. Upon dissolution each person who is then an owner or purchaser shall receive his pro-rated proportion of the remaining property and assets after all of the Club's debts have been paid. Proportions shall be based upon lots in the same manner as dues have been levied.

Article 4.7.2.
Amendments

4.7.2.1.
These bylaws may be amended at the annual AGM, or at a special meeting of the membership called for that purpose. Bylaw amendments which are approved by a majority vote of eligible members shall become effective immediately. 

The following procedure shall be followed:

1.   Proposed bylaw amendments shall be submitted in writing to the Secretary of the Community Club at least one hundred twenty (120) days in advance of the meeting where the proposal will be voted upon by the membership.

2.   The proposal shall meet the following requirements:

i.  The amendment conforms to applicable law;

ii. The amendment addresses a single subject;

iii. The proposal is signed by at least ten (10) members in good standing;

iv. The proposal provides a rationale for the amendment;

v. The amendment is consistent with existing bylaws. That is, it introduces no contradictions into the bylaws as a whole.

vi. The proposal identifies which Bylaw is to be amended:

vii. The proposal clearly and unambiguously identifies the changes being proposed. Where there are changes to existing wording, the proposal shall include the text of the entire article. Strikethrough type identifies deletions, and underlined type identifies insertions. Where an entire clause is to be inserted, the proposal shall number the clause according to its logical position in the amended document.

3.   Within 10 days of being submitted to the Secretary, the Secretary shall refer the proposal to the Bylaw Committee. The Bylaw Committee’s duty shall be to review the proposal according to the requirements above. The committee shall assist the petitioner to bring it into conformance with these requirements.

4.   The Bylaw Committee shall, within 60 days of receipt of the proposal and following diligent consideration, submit the proposal to the Board with a one of the following findings:

i. Accepted for presentation to the membership as submitted;

ii. Accepted for presentation to the membership as amended;

iii. Refused for presentation to the membership, with a stated reason according to one or more of the requirements listed above;

iv. Withdrawn by petitioner;

5.   Following the receipt of an accepted proposal, the Board shall cause the proposal to be published to the membership at least 30 days prior to the meeting where the proposal is to be voted upon. The Board does not vote on publication but, at its discretion, may also publish a recommendation as to whether the amendment should be approved or rejected, or the results of a poll of the Board.

4.7.2.2.
These Bylaws have been amended from time to time and those amendments are incorporated herein. Amendments were as follows since the last publishing:

  1. Coding of Bylaws - Approved 19 May 1979.

  2. Article 4.1.3.1 - Added, adopted April 9, 2011

  3. Clause 4.2.1.1. - Add “and any owners of property accorded membership through Article 4.2.1.7.”, adopted 8 April 2006

  4. Clause 4.2.1.2. - Changed definition of several owners and removed “lot” definition, adopted 12 April 2003.

  5. Clause 4.2.1.3. - Add “or by absentee ballot”, adopted 8 April 2006

  6. Clause 4.2.1.4. - Deleted reference to article 4.2.3.1., adopted 8 April 2006

  7. Clause 4.2.1.5. - Added “assess charges”, adopted 19 May 1979.

  8. Clause 4.2.1.5. - Authorized levying of late charges and monthly compounding of interest, adopted 15 May 1982.

  9. Clause 4.2.1.7. - Added, adopted 10 April 1999.

  10. Clause 4.2.1.7. - Added confirmation vote by membership and clarification of whereabouts of property, 8 April 2000.

  11. Clause 4.2.1.8. - Added, adopted 10 April 1999.

  12. Clause 4.2.1.9. - Added, adopted 10 April 1999.

  13. Clause 4.2.1.10. - Added, adopted 10 April 1999.

  14. Clause 4.2.1.11. - Added, adopted 10 April 1999.

  15. Clause 4.2.1.12. - Added, adopted 10 April 1999.

  16. Clause 4.2.1.13. - Renumbered to 4.2.2.1, adopted 8 April 2000.

  17. Article 4.2.2. - Deleted 11 April 2009.

  18. Article 4.2.2. - Deleted 11 April 2009.

  19. Clause 4.2.2.1. - Deleted, adopted 10 April 1999.

  20. Clause 4.2.2.2. - Deleted, adopted 10 April 1999.

  21. Clause 4.2.2.3. - Deleted, adopted 10 April 1999.

  22. Clause 4.2.2.4. - Deleted, adopted 10 April 1999.

  23. Clause 4.2.2.5. - Deleted, adopted 10 April 1999.

  24. Clause 4.2.2.6. - Deleted 11 April 2009

  25. Clause 4.2.2.6. - Renumbered to 4.2.1.13. due to deletions, adopted 10 April 1999.

  26. Clause 4.2.3.1. - Deleted, adopted 10 April 2004.

  27. Clause 4.2.3.2. - “Secretary” changed to “Treasurer”, adopted 19 May 1979.

  28. Clause 4.2.3.2. - “Treasurer” changed to Association (General Manager), adopted 12 April 2003.

  29. Clause 4.2.3.3. - “Secretary” changed to “Treasurer”, adopted 19 May 1979.

  30. Clause 4.2.3.3. - Deleted transfer of certificates, adopted 12 April 2003.

  31. Clause 4.2.3.5. - “Secretary” changed to “Treasurer”, adopted 19 May 1979.

  32. Clause 4.2.3.5. - “Treasurer” changed to Association (General Manager), adopted 12 April 2003.

  33. Clause 4.3.1.1. - Changed Annual Meeting date, adopted 25 May 1996.

  34. Clause 4.3.1.1 - Changed Annual Meeting date, adopted November 9, 2013.

  35. Clause 4.3.1.2. - Changed quorum endurance and changed proxy to absentee ballot, adopted 12 April 2003.

  36. Clause 4.3.1.3. - Added, adopted 13 April 2002.

  37. Clause 4.3.2.1. - Changed requirements for calling a Special meeting to percentage of membership, adopted 29 April 1995.

  38. Clause 4.3.2.1. - Changed percentage of membership in jurisdiction and mailing parameters, adopted 25 May 1996.

  39. Clause 4.3.2.2. - Delete reference to specific notice methods, adopted 8 April 2006.

  40. Clause 4.3.3.1. - Required proxy votes to be signed, adopted 20 May 1972.

  41. Clause 4.3.3.1. - Deleted proxy vote witness requirement, adopted 20 May 1972.

  42. Clause 4.3.3.1. - Define valid proxy form adopted 30 April 1994.

  43. Clause 4.3.3.1.(1) - Removed reference to children voting proxies, adopted 12 April 2003.

  44. Clause 4.3.3.1.(1) - change definition of owner/purchaser to “any legal owner”, adopted 8 April 2006.

  45. Clause 4.3.3.1.(2) - Permit absentee ballots, adopted 12 April 2003.

  46. Clause 4.3.3.1.(2) - Change reference to article from 3.2.3.1. to 4.2.1.2., adopted 8 April 2006.

  47. Clause 4.3.3.2. - Added, adopted 12 April 2003.

  48. Clause 4.3.3.2. - Renumbered to 4.3.5.2., adopted 10 April 2004.

  49. Clause 4.3.3.2. - Added, adopted 10 April 2004.

  50. Clause 4.3.3.3. - Added, adopted 12 April 2003.

  51. Clause 4.3.3.3. - Renumbered to 4.3.5.3., adopted 10 April 2004.

  52. Article 4.3.4. - Added, adopted 30 April 1994.

  53. Article 4.3.5. - Added, adopted 14 April 2001

  54. Clause 4.3.5.1. - Added, adopted 14 April 2001

  55. Clause 4.3.5.1. - Renumbered to 4.3.3.1. and revised, adopted 10 April 2004.

  56. Clause 4.3.5.2. - Added, adopted 12 April 2003.

  57. Clause 4.3.5.2. - Renumbered to 4.3.5.4., adopted 10 April 2004.

  58. Clause 4.3.5.4. - Updated 12 April 2008.

  59. Clause 4.4.1.1. - Changed number of directors to six from nine, adopted 8 April 2000.

  60. Clause 4.4.1.1. - Revised number of directors to seven from six, adopted 10 April 2004.

  61. Clause 4.4.1.1. - Changed number of directors from seven to five, adopted November 9, 2013.

  62. Clause 4.4.1.2. - Deleted restrictions on Directors succession, adopted 18 May 1974.

  63. Clause 4.4.1.2. - Added attendance requirement to Directors, adopted 18 May 1974.

  64. Clause 4.4.1.2. - Changed length of term from three to two years, adopted 8 April 2000.

  65. Clause 4.4.1.2. - Changed number of directors to elect and absences per year, adopted 10 April 2004.

  66. Clause 4.4.1.2. - Removed “unexcused” from absences, adopted 9 April 2005.

  67. Clause 4.4.1.2. - Updated 11 April 2009.

  68. Clause 4.4.1.3. - Prohibited Directors from voting in Board meetings if they are delinquent in their “assessed charges” as well as dues or assessments, adopted 19 May 1979.

  69. Clause 4.4.1.3.- Required Directors to be active or associate members, adopted 15 May 1982.

  70. Clause 4.4.1.3. - Added the words “her/she” throughout the Clause and changing “shall be behind in the payment” to “has a lien filed against any lot he or she owns for the non-payment”, adopted 18 May 1985.

  71. Clause 4.4.1.3. - Deleted “or associate”, adopted 10 April 1999.

  72. Clause 4.4.1.3. - Added “contravention of bylaws” phrase, adopted 9 April 2005.

  73. Clause 4.4.1.5. - Changed “shall elect President, Vice President, Secretary and Treasurer” to “shall elect a President and Vice President from among themselves by secret ballot. They also shall elect a Corporate Secretary and Treasurer”, adopted 21 May 1988.

  74. Clause 4.4.1.6. - Providing for the appointment of directors and confirmation of the appointee by the membership, adopted 23 May 1992.

  75. Clause 4.4.1.7. - Added to Section 4.4.1., adopted 21 May 1988.

  76. Clause 4.4.1.8. - Added to Section 4.4.1., adopted 21 May 1988.

  77. Clause 4.4.1.7. - Changed removal vote on a director from 2/3rd to majority of votes, adopted 25 May 1996.

  78. Clause 4.4.1.8. - Deleted, adopted 25 May 1996.

  79. Clause 4.4.1.10. - Added to Section 4.4.1., adopted 25 May 1996.

  80. Clause 4.4.1.10. - Renumbered to 4.4.1.9., adopted 10 April 1999.

  81. Clause 4.4.2.4. - Deleted “and to duly accepted associate members,”, adopted 10 April 1999.

  82. Clause 4.4.2.7. - Rewritten to better reflect law governing audits, adopted 10 April 1999.

  83. Clause 4.4.2.7. - Deleted due to duplication of 4.5.3.3., adopted 8 April 2000.

  84. Clause 4.4.2.8. - Grammatical adjustment, adopted 8 April 2000.

  85. Clause 4.4.2.9. - Added to Section 4.4.2., adopted 17 May 1975.

  86. Clause 4.4.2.10. - Added to Section 4.4.2., adopted 29 April 1995.

  87. Clause 4.4.3.3 - Updated 12 April 2008.

  88. Clause 4.4.3.4. - Changed to accurately reflect duties of Treasurer, adopted 12 April 2003.

  89. Clause 4.4.3.6. - Changed Resident Manager to Operations Manager, adopted 14 April 2001, updated 12 April 2008.

  90. Clause 4.4.4.1. - New section and Clauses added regarding the meeting of Directors, adopted 23 May 1992.

  91. Clause 4.4.4.2. - New section and Clauses added regarding the meeting of Directors, adopted 23 May 1992.

  92. Clause 4.4.4.3. - New section and Clauses added regarding the meeting of Directors, adopted 23 May 1992.

  93. Clause 4.4.4.4. - Added provision for executive sessions, adopted 30 April 1994.

  94. Clause 4.4.4.4. - Change outlining meetings of the Community Club, adopted 25 May 1996.

  95. Clause 4.4.4.4. - Change to allow budget ratification via mail-in ballot adopted April 14,2012.

  96. Clause 4.4.4.5. - Added to Section 4.4.4., adopted 25 May 1996.

  97. Clause 4.4.4.5. - Added provision for meetings to be held in Clubhouse or neutral meeting place, not in private residences, adopted 14 April 2001.

  98. Clause 4.4.4.5. - Add a mechanism for member input during meetings, adopted 10 April 2004.

  99. Clause 4.5.1.1. - Dues increased to $50 per lot, adopted 18 May 1974.

  100. Clause 4.5.1.1. - Dues increased to $75 base plus cost of living, adopted 8 May 1976.

  101. Clause 4.5.1.1. - Dues increased to $150 per lot, with authority provided to adjust amount according to Consumer Price Index, beginning May 1, 1983, adopted 15 May 1982.

  102. Clause 4.5.1.1. - Dues increased to $200 per lot, effective 1 June 1985, with the CPI base to be established as of January 1985, adopted 19 May 1984.

  103. Clause 4.5.1.1. - Added “as originally platted” after the word “lot” in the second sentence, adopted 17 May 1986.

  104. Clause 4.5.1.1. - Dues increased to $300 per lot, effective 1 June 1992, adopted 23 May 1992.

  105. Clause 4.5.1.1. - Changed month for CPI use, adopted 25 May 1996.

  106. Clause 4.5.1.1. - Changed to reflect the change in CPI area and period of calculation, adopted 10 April 1999.

  107. Clause 4.5.1.1. - Changed to the U.S. City Average CPI from the Seattle-Bremerton Index, adopted 13 April 2002, updated 12 April 2008.

  108. Clause 4.5.1.2. - Added provision for one dues and assessments on more than one lot, adopted 19 May 1973.

  109. Clause 4.5.1.2. - Provided for dues adjustment when two contiguous lots are used as one, adopted 16 May 1981.

  110. Clause 4.5.1.2. - Grammatical adjustment, adopted 8 April 2000.

  111. Clause 4.5.1.3. - Authorized assessing a late charge on dues and charging interest compounded monthly, adopted 15 May 1982.

  112. Clause 4.5.1.3. - Change dues year to 1 January to 31 December, adopted 25 May 1996.

  113. Clause 4.5.1.3. - Change the dues to semi-annual and the interest from 12% to 10%, adopted 13 April 2002.

  114. Clause 4.5.1.4. - Added the word “charges” throughout the Clause where dues, assessments, fines, etc. are mentioned, adopted 19 May 1979.

  115. Clause 4.5.1.4. - Reword “as in this Section 4.5. provided” to “as provided in Section 4.5.”, adopted 10 April 1999.

  116. Clause 4.5.1.4. - Grammatical adjustment, adopted 8 April 2000.

  117. Clause 4.5.2.1. - Added charges for services other than dues and assessments, adopted 18 May 1974.

  118. Clause 4.5.2.1. - Deleted “and associate member”, adopted 10 April 1999.

  119. Clause 4.5.3.1. - Added to Section 4.5.3., adopted 25 May 1996.

  120. Clause 4.5.3.2. - Added to Section 4.5.3., adopted 25 May 1996.

  121. Clause 4.5.3.3. - Added to Section 4.5.3., adopted 25 May 1996.

  122. Clause 4.5.3.4. - Added to Section 4.5.3., adopted 25 May 1996.

  123. Clause 4.5.3.5. - Added to allow budget ratification via mail-in ballot adopted 14 April 2012.

  124. Section 4.6. - Renumbered to 4.7. to accommodate new Section, adopted 8 April 2000.

  125. Section 4.6. - Inserted Properties Section, adopted 8 April 2000.

  126. Clause 4.6.1.4. - Deleted, adopted 12 April 2003.

  127. Clause 4.6.1.7. - Deleted, adopted 12 April 2003.

  128. Clause 4.6.2.1. - Provide for guidelines to submit changes to bylaws, adopted 23 May 1992.

  129. Clause 4.6.2.1. - Changed the word “regular” to “annual”, adopted 29 April 1995.

  130. Clause 4.6.2.1. - Changed “regular meeting” to “Annual General Meeting” and changed “annual meeting” to “special meeting” , adopted 10 April 1999.

  131. Section 4.7. - Renumber to 4.8. to accommodate new Section, adopted 8 April 2000.

  132. Clause 4.7.2.1.- Changed to improve the quality of bylaw amendments put before the membership, adopted April 9, 2011.

  133. Clause 4.7.2.1.2iii - Changed the number of members needed from two to ten to propose Bylaw Amendments, adopted 22 August 2015.

Section 4.8.

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Seal and adoption

Article 4.8.1.
Seal

4.8.1.1.
The seal of the Community Club shall be in circular form and shall contain the words "LUMMI ISLAND SCENIC ESTATES COMMUNITY CLUB, INC." and the words "Corporate Seal 1962 Washington" in the form and style as affixed in these Bylaws by the impression of said corporate seal.

Article 4.8.2.
Adoption

4.8.2.1.
These Bylaws have been duly adopted by the Community Club and the corporate seal thereof affixed on the 8th day of August 1970.

ATTEST

/s/ C. Morisett, Secretary
/s/ James McKellar, President

Notarized by LuWilla Croy on 8th day of August 1970.