BY-LAWS OF DUGUALLA COMMUNITY, INC.
AMENDED AS OF SEPTEMBER 15, 2012.
Section 1. Every person, including both husband and wife,
in a marital community, who owns a lot in DUGUALLA BAY HEIGHTS
and/or any parcel or parcels of land, platted or not platted, in
Government Lot 2, Section 17, Twp. 33, N. R 2 E.W.M., is a Member
in Dugualla Community, Incorporated. Although both the husband
and wife may be Members, the marital community may cast only one
vote for each membership held/lot owned in the Corporation.
Section 2. Any Member who is in default of any payments for
a period of more than three months is automatically deprived of
any privileges or rights in the Corporation without further
action on the part of the membership or the Board of Directors.
The Secretary-Treasurer of the Corporation shall so mark the
records of the Corporation; upon the records being so marked the
voting power and other privileges and rights of the Member are
suspended. Any Member, before being qualified to cast a ballot
at a meeting of the Corporation, in addition to being an owner of
real property, must pay in full any amounts due to the
Corporation up to the date of the meeting.
Section 3. The Corporation shall not advance money, provide
services, install facilities or provide special benefits to any
private individual, whether a Member or not. Neither shall the
Corporation take any such actions for the benefit of any external
business, partnership, corporation or other entity.
MEETINGS OF THE MEMBERS
Section 1. An Annual Meeting of the Members shall be held
each calendar year on the third Saturday in September in Island
County Washington. The Board of Directors shall determine the
time and place of the meeting.
Section 2. Special Meetings of the Members may be called by
the Board of Directors or upon written request of ten or more
Members addressed to the President. The request shall include an
explanation of the purpose of the meeting. Special Meetings
shall be held not less than fifteen days or more than thirty days
after the President receives a request for the Special Meeting.
If the President fails to call the meeting, any Member may give
notice of the meeting per Section 3.
Section 3. Notice of meetings of the Members stating the
time, place and general purpose of the meeting shall be mailed to
each Member at their last known address at least thirty days
prior to the Annual Meeting, and ten days prior to Special
Meetings. For the Annual Meeting, the notice will include a
proposed agenda and a list of Director positions that are due for
election. The date the notice is mailed is considered to be the
date notification was given. An entry shall be made in the
minutes of the meeting confirming that appropriate notice was
given to the Members.
Section 4. A quorum shall consist of a majority of the
Members in person or as represented by duly authorized proxy.
Section 5. Any Member may appear at any of the meetings of
the Members either in person or by duly constituted proxy. A
proxy, to be effective, must be in writing and filed with the
Secretary of the Corporation at the time of the meeting or at any
time prior to the meeting.
Section 6. Duly constituted proxies are authorized to cast
one vote for each Member represented upon any matter of business
raised at the meeting.
Section 7. Meetings shall not be held without a quorum.
Regular or Special Meetings of the Members shall be adjourned if
there are not sufficient Members present, in person or by proxy.
The reason for the adjournment shall be recorded.
Section 8. The President, or if absent, Vice President, or
if absent, Secretary-Treasurer, shall call the meeting of the
Members to order and act as presiding officer. If the Secretary-
Treasurer is required to act, a temporary Secretary-Treasurer
shall be appointed, preferably from among the remaining
Directors, to record the proceedings of the meeting.
Section 9. If the time and/or place of the Annual Meeting
are changed within thirty days of the meeting, a new notice must
be mailed to the members per Article II, Section 3.
Section 10. A financial statement for the preceding fiscal
year (1 June to 31 May of each year) shall be distributed to all
Members prior to or at the Annual Meeting.
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Section 1. The corporate powers, business and property of
the Corporation shall be exercised, conducted and controlled by a
Board of nine Directors.
Section 2. Any person of lawful age who is a Member in good
standing at the time of their election may be elected a Director
of this Corporation.
Section 3. At the Annual Meeting of the Members, the
Members shall by majority vote, elect Directors to act for the
following terms of office: The Directorate positions shall be
numbered Position Numbers 1 through 9. Positions 2, 6, 7 and 8
shall hold office for one year until 2006 and two years
thereafter. Positions 1, 3, 4, 5 and 9 shall hold office for two
years commencing in 2005. Directors shall hold office for the
length of their term and until a qualified successor as been
elected or duly appointed.
Section 4. The Members shall fill Board of Director
vacancies during the Annual Meeting. Directors shall serve until
their terms of office expire, they are removed by vote of the
Members, disqualified for any reason or resign. There is no
restriction on the number of terms that a Director may serve.
Section 5. The Directors of this Corporation shall act
Section 1. The Board of Directors shall elect the
President, Vice President, Treasurer and Secretary for the
Corporation from among Members of the Board following the Annual
Meeting and may appoint sub-officers, committees, agents and
Part A. PRESIDENT
Section 1. The President of the Corporation is the
presiding officer at all meetings of the Members and the Board of
Directors. The President has the powers delegated herein and by
the Board of Directors.
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By-laws of Dugualla Community, Incorporated.
Amended as of September, 15, 2012.
Part B. VICE PRESIDENT
Section 1. The Vice President of the Corporation acts as
the President in the absence of the President.
Part C. TREASURER
Section 1. The Treasurer of the Corporation keeps
Corporation records, to include an accurate and complete
Section 2. The Treasurer keeps a record of the names and
addresses of the Members of the Corporation and shall make this
available to other Board members for official Community purposes.
Section 3. If the Treasurer is unable or unwilling to
perform the duties herein, the President or Vice President
assumes those duties.
Part D. SECRETARY
Section 1. The Secretary of the Corporation keeps minutes
of meetings of the Members of the Corporation and the Board of
Directors, and gives notice of all meetings of the Members and
the Board of Directors.
Section 2. The Secretary shall perform additional
administrative duties as needed, such as official correspondence,
as assigned by the Corporation President or Board.
Section 3. If the Secretary is unable or unwilling to
perform the duties herein, the President or Vice President
assumes those duties.
BOARD OF DIRECTOR DUTIES
Section 1. The Board of Directors has full power to borrow
money on behalf of the Corporation. This includes the authority:
• To incur indebtedness on behalf of the Corporation, and authorize the execution of promissory notes or other evidence of indebtedness of the Corporation, and agree to pay interest thereon.
• To sell, convey, transfer, assign, exchange, lease and otherwise dispose of, mortgage, pledge or otherwise encumber the property, real and personal, and the franchises of the Corporation.
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By-laws of Dugualla Community, Incorporated. Amended as of September, 15, 2012.
• To purchase, lease and otherwise acquire property, real and personal on behalf of the Corporation and generally to do and perform or cause to be done and performed any and every act, which the Corporation may lawfully do or perform.
Extraordinary expenditures, such as major capital improvements,
shall be presented to the Members for approval at the Annual
Meeting or at a Special Meeting. This provision is not meant to
restrict the Board of Directors from taking action in an
emergency or in situations in which delay could result in the
Corporation incurring liability.
Section 2. The Board shall impose conditions upon
employment and fix terms of employment. The term of office,
employment or contractual obligations shall in no case exceed the
longest term of office of any of the Board of Directors then
Section 3. The Board of Directors sets the compensation for
sub-officers, agents and employees of the Corporation. The Board
of Directors may not fix any compensation for themselves.
Section 4. The Board of Directors may remove sub-officers,
agents or employees upon a majority vote, and no contract to the
contrary is valid.
Section 5. The Board of Directors shall have the power to
fix the bond of any and all officers, agents or employees in such
amount as they shall see fit.
Section 6. The Board of Directors shall determine the
financial status of the Corporation from reports submitted by the
Secretary-Treasurer, and determine fees and assessments to be
imposed upon the Members to keep the Corporation upon a sound
Section 7. Directors stand in a fiduciary relation to the
Corporation and must discharge the duties of their positions in
good faith and with that diligence, care and skill which
ordinarily prudent persons would exercise in similar
Section 1. Any Director may be removed by the vote of two-
thirds of the Members of the Corporation having voting power at a
Special Meeting called for that purpose and upon such removal a
vote of the Members may at once be taken to fill the vacancy or
Section 2. Members of the Board of Directors shall attend
all meetings possible. Any Member who does not attend three or
more consecutive Regular or Special Meetings of the Members shall
be removed from the Board unless the remainder of the Board of
Directors votes to the contrary. If any Director is removed for
non-attendance, the Board of Directors shall appoint a successor
to fill the vacancy for the remainder of that Director’s term of
Section 3. When a vacancy occurs among the Directors,
except by recall and election of a successor, the Board of
Directors shall appoint a successor by a majority vote of the
remaining Members. An appointed Director will hold office until
the next Annual Meeting, at which time a successor will be
elected to fill the remaining term of office, unless the term is
expired, in which case, a Director will be elected to fill the