Fairview Lake Property Owners Association
1.01 Membership. All individuals or entities that own property with water frontage on Fairview Lake, Multnomah County, Oregon, are automatically eligible for membership by virtue of such ownership. Fairview Lake lies north and east of Fairview Lake Way. No individual or entity qualifying for such membership can avoid responsibility for lake management.
1.02 Election; Restrictions. Any eligible individual or entity may become a member by filing a written election with the President or the Secretary, and paying the applicable annual
dues. Memberships are non-transferable and shall terminate upon the death or resignation of a member or upon the member ceasing to own property with water frontage on Fairview Lake, Multnomah County, Oregon, at which time the next owner of such property shall become eligible for membership in the corporation.
1.03 Assessments. Assessment for the calendar year–shall be set annually in accordance with a budget approved by the membership at the annual meeting. The due date for such dues shall be established by the Board of Directors. The City of Fairview’s assessment will be 10% of the prior year’s operating expenses, and that amount is due by the same date the Board of Directors sets for the rest of the membership assessments.
1.04 Meeting. Meetings of the members shall be held at such reasonable place convenient to the members as may be designated in the notice of the meeting. The annual meeting of members shall be held in October of each year at such time as may be prescribed by the Board of Directors. At the annual meeting, the members shall elect Directors, adopt a budget for the forthcoming year, and take such other actions as may properly come before the meeting. Special meetings of the members may be called at any time by the President, by a majority of the Directors, or by 1/5 of the membership units entitled to vote at such meeting.
1.05 Notice of Meeting. Written or printed notice stating the place, day, and hour of the meeting and–in the case of a special meeting–the purpose(s) for which the meeting is called, shall be delivered not less than 20 nor more than 50 days before the date of the meeting. Such notice shall be given either personally, or by mail, by or at the direction of the President, the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, addressed to the member at the member’s most recent address as it appears on the record of the corporation. When a meeting is adjourned for 30 days or more, or when a redetermination of the persons entitled to receive notice of the adjourned meeting is required by law, notice of the adjourned meeting shall be given as for an original meeting. In all other cases no notice of the adjournment or of the business to be transacted at the adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken.
1.06 Waiver of Notice. A member may at any time waive any notice required by these bylaws. A member’s attendance at a meeting waives objection to (a) lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to consideration of the matter when it is presented.
1.07 Quorum. At any meeting of the members of 1/5 of the membership units entitled to vote being present in person or represented by proxy shall constitute a quorum for the transaction of business. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave fewer than a quorum. In the absence of a quorum, a majority of those present in person or represented by proxy may adjourn the meeting from time to time until a quorum shall attend. Any business that might have been transacted at the original meeting may be transacted at the adjourned meeting if a quorum exists.
1.08 Proxies. Every membership unit entitled to vote may do so either in person or by written proxy duly executed and filed with the Secretary for a specified meeting.
1.09 Voting Rights. Members in good standing shall be entitled to one vote per tax lot, subject to dues paid for each membership unit. The City of Fairview shall be entitled to 10% of the eligible votes provided they are a member in good standing.
1.10 Action by Written Ballot. At the discretion of the Board of Directors, any matter that might come before the membership at a meeting, including election of Directors, may be determined by electronic or hard-copy ballot rather than by a formal meeting. Ballots shall be sent to all members entitled to vote in the same manner as notice of meetings, with a specified deadline for return of ballots. Ballots for such meetings must be properly executed and returned in sufficient quantity to constitute a quorum, and determination of the matter presented shall be based upon the required percentage of ballots returned, unless approval by specified percentage of all voting rights is required by law, by the articles of incorporation, or by these bylaws. The vote of a ballot meeting shall be determined by the Board of Directors within 48 hours after the deadline for return of ballots. Within 10 days after the ballots have been counted, each member shall be notified by standard or electronic mail or other delivery notice of the results of the ballot meeting or that a quorum of ballots was not returned.
BOARD OF DIRECTORS
2.01 Powers. All corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of a Board of Directors.
2.02 Number and Qualifications. The Board of Directors shall consist of five members, all of whom must be members of the corporation. Provided the City of Fairview pays the annual assessment, it therefore shall be entitled to have one position on the Board of Directors.
2.03 Election and Tenure of Office. Directors shall serve two-year terms. Directors may be reelected to serve consecutive terms. The Director representing the City of Fairview shall be appointed by a duly authorized officer of the City of Fairview, and that Director shall not stand for election.
2.04 Vacancies. A vacancy in the Board of Directors shall exist upon the death, resignation, or removal of any Director. Except for the City of Fairview’s Director position, a vacancy in the Board of Directors may be filled by the Board of Directors at any meeting of the board by majority vote. Each Director so elected shall hold office for the balance of the unexpired term of his or her predecessor. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, a successor may be elected to take office when the resignation becomes effective. No member (or representative thereof) whose assessment(s) is in arrears may be a Director.
2.05 Resignation. A Director may resign at any time by delivering written notice to the President or the Secretary, except that no Director may resign if that resignation would leave the corporation without any duly elected Director. A resignation is effective when notice is effective under ORS 65.034 unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board of Directors.
2.06 Removal. A Director may be removed, with cause, by vote of the membership at a special meeting of the members called for that purpose. Any Director who misses three consecutive meetings without cause may, at the discretion of the Board of Directors, be removed from office by majority vote of the Board of Directors.
2.07 Meetings. An annual meeting of the Board of Directors shall be held following the annual meeting of members. If the time and place of any other Directors’ meeting is regularly scheduled by the Board of Directors, the meeting is a regular meeting. All other meetings are special meetings. The Board of Directors may hold annual, regular, or special meetings only in the State of Oregon. The Board of Directors may permit any or all of the Directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
2.08 Action without Meeting. An action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board of Directors. The action shall be evidenced by either written or email consent describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last Director signs the consent, unless the consent specifies an earlier or later effective date. A consent under this section has the effect of a meeting vote and may be described as such in any document.
2.09 Call and Notice of Meeting. No notice of the annual meeting of Directors other than the notice of the meeting of members, shall be required. Regular meetings of the Board of Directors may be held without further notice of the date, time, place, or purpose of the meeting. Special meetings of the Board of Directors must be preceded by: at least seven days’ notice if given by first-class mail; or 48 hours notice if delivered personally or given by telephone, telegraph, or fax, or e-mail to each Director of the date, time, and place of the meeting. Except as specifically provided in these Bylaws, the notice need not describe the purpose of any annual or regular meeting. However, the notice of any special meeting shall describe the purpose of the meeting. The President or any three Directors then in office may call and give notice of a meeting of the Board.
2.10 Waiver of Notice. A Director may at any time waive his or her objections to the notice required by these bylaws. A Director’s attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director, at the beginning of the meeting or promptly upon the Director’s arrival, objects to holding the meeting or transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. Except as provided in the preceding sentence, any waiver must be in writing, must be signed by the Director entitled to the notice, must specify the meeting for which the notice is waived, and must be filed with the minutes or the corporate records.
2.11 Quorum and Voting. A quorum of the Board of Directors shall consist of a majority of the number of Directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present when the action is taken is the act of the Board of Directors except to the extent that these bylaws require the vote of a greater number of Directors. A majority of Directors present–whether or not constituting a quorum– may adjourn any meeting to another time and place. Notice of an adjourned meeting need not be given unless the meeting is adjourned for more than 75 hours, in which case notice of the new time and place shall be given prior to the time of the new meeting to the Directors who were not present at the time of the adjournment.
2.12 Committees. The Board of Directors may create one or more committees. Each committee shall initially be chaired by a Director and may thereafter be chaired by any member designated by that Director. The Board of Directors will assign a Director to each committee by majority vote. There is no limit on the number of committees on which a Director may serve. A Director who appoints a different member to be chair the committee will remain on the committee until withdrawal from that committee is approved by a majority vote of the Directors.
2.13 Committee Powers and Procedures. The provisions of these bylaws governing meetings, action without meetings, notice of waiver of notice, and quorum and voting requirements do not apply to committees. However, all findings and decisions of committees are non-binding on the corporation and constitute recommendations to be voted upon by the Board of Directors.
2.14 Standing Committees. The following committees shall be standing committees: Bylaws Committee; Social Committee; Historian Committee; Lake Management Committee; Dispute Resolution Committee, and Nomination Committee.
2.15 Compensation. Directors and members of committees may receive reimbursement of expenses in accordance with policies or resolutions adopted by the Board of Directors. Directors shall not otherwise be compensated for service in their capacity as Directors.
3.01 Designation; Election; Qualification. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time shall appoint. All officers must be members of the Board of Directors. The officers shall be elected by, and hold office at the pleasure of, the Board of Directors. The same individual may simultaneously hold more than one office, except that the offices of President and Secretary may not be held simultaneously by the same individual.
3.02 Term of Office.
(a) The terms of office of all officers of the corporation shall be two years.
(b) Any officer may be removed–either with or without cause–at any time by action of the Board of Directors, except that an officer who is the representative of the City of Fairview may only be removed for cause.
(c) An officer may resign at any time by delivering notice to the President or the Secretary. A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the later effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board of Directors.
3.03 President. The President shall: preside at all meetings; be spokesperson for the corporation; ensure that the Board of Directors is advised on all significant matters of the corporation’s business; have all powers and duties ordinarily exercised by the President of a nonprofit corporation; and have such powers and duties as may be prescribed by the Board of Directors or the Bylaws.
3.04 Vice President. The Vice President shall perform such duties as the Board of Directors may prescribe. In the absence or disability of the President, the duties and powers of the President shall be performed and exercised by the Vice President.
3.05 Secretary. The Secretary shall have responsibility for preparing minutes of all meetings and for authenticating records of the corporation. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board of Directors may order, a book of minutes of all mee1ings of the Board of Directors and of committees of the Board of Directors. If the corporation has a seal, the Secretary shall keep the seal in safe custody. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these bylaws. The Secretary shall maintain a current list of members and be responsible for all mailings.
3.06 Treasurer. The Treasurer shall be the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors; shall disburse, or cause to be disbursed, funds of the corporation as may be ordered by the Board of Directors; shall propose at the annual meeting the total amount of the contigency fund and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these bylaws.
4.01 Amendment of Bylaws. Except as otherwise provided by law, a majority of all membership units may amend or repeal these bylaws or adopt new bylaws at any meeting, provided that proper notice of the meeting and of the proposal to amend or repeal the bylaws or adopt new bylaws is given. Whenever an amendment or new bylaw is adopted, it shall be placed in the minute book with the original bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in such book and place.
4.02 Inspection of Books and Records. All books, records, and accounts of the corporation shall be made available by the Treasurer and/or Secretary to inspection by the Directors and members in a reasonable manner and to the extent of time reasonably available.
4.03 Checks, Drafts, Etc. All checks, drafts, and other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.
4.04 Execution of Documents. The President, with authority of the Board of Directors, may enter into any contract or execute any instrument in the name of and on behalf of the corporation. Unless so authorized by the Board of Directors, no other officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount.
4.05 Fiscal Year. The fiscal year of the corporation shall start on January 1 and shall end on December 31.
4.06 Insurance. The corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a Director, officer, employee, or agent of the corporation, or who, while a Director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a Director, officer, partner, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise; provided, however, that the corporation may not purchase or maintain such insurance to indemnify any Director, officer, agent of the corporation in connection with any proceeding charging improper personal benefit to the Director, officer, or agent in which the Director, officer, or agent was adjudged liable on the basis that personal benefit was improperly received by the Director, officer, or agent.
Adopted this Oct 10th, 2013.