BYLAWS OF PRISTINE SPRINGS HOMEOWNERS ASSOCIATION, INC.

Provisions prudent to review will be stricken through with comments in RED

ARTICLE I
GENERAL PLAN OF OWNERSHIP

Section 1.1 Name. The name of the corporation is Pristine Springs Homeowners Association, Inc. (the “Association”). The principal office of the Association shall be located at 10090 Floating Feather Road, Star, Idaho 83669.

Section 1.2 Bylaws Applicability. The provisions of these Bylaws are applicable to Craftsman Estates (Pristine Springs) Subdivision (hereinafter called the “Property”), a subdivision located in the County of Ada, State of Idaho, generally provided for in the Declaration of Covenants, Conditions and Restrictions for Craftsman Estates (Pristine Springs), and the amendments and supplements thereto, recorded or to be recorded in the office of the County Recorder, Ada County, Idaho (the “Declaration”).

Section 1.3 Personal Application. All present and future Owners and their tenants, future tenants, employees, and any other person that might use the facilities owned and/or managed by the Association in any manner, are subject to the regulations set forth in these Bylaws, and in the Declaration. The mere acquisition or rental of any of the Building Lots of the Property or the mere act of occupancy of any of the Building Lots will signify that these Bylaws are accepted, ratified, and will be complied observed.

ARTICLE II
VOTING, MAJORITY OF DELEGATES, QUORUM, PROXIES

Section 2.1 Voting. Except for the Class B Member as provided for in the Articles of Incorporation and the Declaration, and except as may be otherwise provided in the Declaration, each Member shall be entitled to one (1) vote for each Building Lot owned by such Member.

Section 2.2 Majority of Members. As used in these Bylaws, the term “Majority of Members” shall mean those Members representing fifty-one percent (51%) of the voting power of each class of Membership in the Association.

Section 2.3 Quorum. Except as otherwise provided in these Bylaws, the Articles of Incorporation or the Declaration, the presence in person or by proxy of the Class B Member where there is such a Member, and the presence in person or by proxy of the Class A Members holding at least thirty percent (30%) of the total votes of all Class A Members, shall constitute a quorum of the Membership. The Members present at a duly called meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.

Members are Class-A and quorum requires 30% attendance, so of 264 residences, ~80 members must attend or the meeting can be canceled?

Section 2.4 Proxies. Votes may be cast in person or by proxy. Proxies must be in writing and filed with the Secretary at least twenty-four (24) hours before the appointed time of each meeting. Every proxy shall be revocable at the pleasure of the Member who executed the proxy and shall automatically cease after completion of the meeting of which the proxy was filed if filed for a particular meeting. In no event shall a proxy be valid after eleven (11) months from the date of its execution.

ARTICLE III
ADMINISTRATION

Section 3.1 Responsibilities. The Association shall have the responsibility of administering the Common Area owned and/or managed by the Association, if any, approving the annual budget, establishing and collecting all assessments, if any, and may arrange for the management of the same pursuant to an agreement containing provisions relating to the duties, obligations, removal, and compensation of the Manager, as defined below. Except as otherwise provided, decisions and resolutions of the Association shall require an affirmative vote of a majority of Members present at an annual or special meeting of the Association at which a quorum is present or written consent of a majority of Members of the Association.

Decisions or resolutions of the Association should require an affirmative vote of the majority of the total Association, not merely those that attend a single meeting. This provision conflicts with section 2.2 above.

Section 3.2 Place of Meetings. Meetings of the Association shall be held on the Property or such other suitable place as close to the Property as practicable in Ada County as may be designated by the Board of Directors.

Section 3.3 AnnualQuarterly Meetings. The first annual meeting of the Members shall be held during the month of May of the first calendar year following the first sale of a Building Lot in the Property, and each subsequent regular annual meeting of the Members shall be held on the same day during the month of May in each year thereafter. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. At each annual meeting, there shall be elected, by ballot of the Members, a Board of Directors in accordance with the requirements of these Bylaws. At the first annual meeting, the Directors shall be elected to serve until the second annual meeting, and at the second annual meeting. Annually thereafter, Directors shall be elected for a term of one (1) year beginning with such annual meeting. In the event that an annual meeting is not held, or the Directors are not elected at such annual meeting, the Directors may be elected at any special meeting held for that purpose. Each Director shall hold office until a successor has been elected or until death, resignation, removal, or judicial adjudication of mental incompetence.  The Members may also transact such other business of the Association as may properly come before them at any such annual meeting.

Meetings should be held quarterly, and what scenario would result in “In the event that an annual meeting is not held, or the Directors are not elected at such annual meeting, the Directors may be elected at any special meeting held for that purpose.? Moreover, Association members who have received disciplinary sanctions imposed by any regulatory commission, tax agency or convicted of, or entered a plea of guilty, guilty but mentally ill or nolo contendere to a gross misdemeanor, felony, or any crime which constitutes moral turpitude is prohibited from obtaining a Board or Committee position.

Section 3.4 Special Meetings. It shall be the duty of the President to call a special meeting of the Association as directed by resolution of the Board of Directors, or upon a petition signed by Members who are entitled to vote one-fourth (¼) of all the votes of the Class A Membership. The notice of all regular and special meetings shall be given as provided in Section 3.5 of these Bylaws and shall state the nature of the business to be undertaken.

Section 3.5 Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each annual or special meeting of the Association, stating the purpose thereof as well as the day, hour, and place where such meeting is to be held, to each Member of record, and any person in possession of a Building Lot, at least ten (10) but not more than thirty (30) days prior to such meeting. The notice may set forth time limits for speakers and nominating procedures for the meeting. The mailing of a notice, postage prepaid, in the manner provided in this Section 3.5, shall be considered notice served after said notice has been deposited in a regular depository of the United States mail.  If no address has been furnished to the Secretary, notice shall be deemed to have been given to a Member if posted in a conspicuous place on the Property.

Notice of Meetings requires notification via US mail (30) days prior to any meeting. Furthermore, Association members will be notified via email and via newsletters. Furthermore “If no address has been furnished,” fails, how are assessments billed/mailed?

Section 3.6 Adjourned Meetings. If any meeting of the Association cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may adjourn the meeting to a time not less than ten (10) days nor more than thirty (30) days from the time the original meeting was called, at which meeting the quorum requirement shall be the presence in person or by proxy of any Member. Such adjourned meetings may be held without notice thereof as provided in this Article III, except that notices shall be given by announcement at the meeting at which such adjournment is taken. If a meeting is adjourned for more than thirty (30) days, a notice of the adjourned meeting shall be given as in the case of an original meeting.

This provision could be construed that if a meeting lacks the attendance requirements to vote on certain matters, the meeting can be adjourned, however, only members who attended the adjourned meeting receive an “announcement at the meeting at which such adjournment is taken.” and “Such adjourned meetings may be held without notice thereof as provided in this Article III“

Increasing attendance requires an increased effort to inform members of meetings, not simply telling the ten members who attended a meeting that lacked quorum, the date and time of the subsequent meeting.

ALL meetings must be announced (30) days in advance via US mail, email, and, community newsletter.

Section 3.7   Order of Business. The order of business at all meetings shall be as follows:

(a) roll call to determine the voting power represented at the meeting; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers;

(e) reports of committees; (f) election of Directors; (g) unfinished business; and (h) new business. Meetings shall be conducted by the officers of the Association in order of their priority.

Section 3.8 Action Without Meeting. Any action, which under the provisions of the Idaho Nonprofit Corporation Act may be taken only at a meeting of the Association, may be taken without a meeting if authorized in writing signed by all of the Members who would be entitled to vote at a meeting for such purpose, and filed with the Secretary. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

Section 3.9 Consent of Absentees. The transactions of any meeting of the Association, either annual or special, however, called and noticed, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if either before or after the meeting each of the Members not present in person or by proxy signed a written waiver of notice, or consent to the holding of such meeting, or approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made part of the minutes of the meeting.

Section 3.10 Minutes, Presumption of Notice. Minutes or a similar record of the proceedings of meetings, when signed by the President or Secretary, shall be presumed truthfully to evidence the matters set forth therein. A recitation in the minutes of any meeting that notice of the meeting was properly given shall be prima facie evidence that such notice was given.

Meeting minutes shall be posted on the community website within five business days following any meeting.

ARTICLE IV
BOARD OF DIRECTORS

Section 4.1 Number and Qualification. The property, business, and affairs of the Association shall be governed and managed by a Board of Directors composed of at least three (3) five persons, who need not be Members of the Association. Directors shall not receive any salary or other compensation for their services as Directors; provided, however, that nothing herein contained

shall be construed to preclude any Director from serving the Association in some other capacity and receiving compensation therefore.

The association shall be governed by five Board of Directors and Directors are forbidden from directly or indirectly receiving compensation.

Section 4.2 Powers and Duties. The Board of Directors has the powers and duties necessary for the administration of the affairs of the Association, as more fully set forth in the Declaration, and may do all such acts and things as are not by law or by these Bylaws directed to be exercised and done exclusively by the Owners; provided, however, that prior to the first annual meeting of the Association, the Board of Directors shall not enter into any management service contract for a term in excess of one (1) year without the approval of a majority of Members, unless such contract contains reasonable provisions for cancellation (such as upon sixty (60) days written notice by the Association following one (1) year from the date of commencement of such contract).

Management contracts should be voidable for performance issues at any time.

Section 4.3 Special Powers and Duties. Without prejudice to such foregoing general powers and duties, and such powers and duties as set forth in the Declaration, the Board of Directors is vested with, and responsible for, the following powers and duties:

(a)        To select, appoint and remove all officers, agents, and employees of the Association, to prescribe such powers and duties for them as may be consistent with law, with the Articles of Incorporation, the Declaration, and these Bylaws; to fix their compensation and to require from them security for faithful service when deemed advisable by the Board of Directors; appointments to the BOD requires an Association vote.

Any appointments to the BOD requires an Association majority vote, where 51% of all members participate in a vote, not merely those that attend a meeting.

(b) To conduct, manage and control the affairs and business of the Association, and to make and enforce such rules and regulations therefore consistent with law, with the Articles of Incorporation, the Declaration, and these Bylaws, as the Board of Directors may deem necessary or advisable;

BOD must enforce provisions outlined in the CC&Rs and Bylaws. Rules and Regulations can be currently adopted by a two-person BOD vote and must be prohibited. Any rule and regulations which impact any member’s property use or enjoyment MUST achieve a 51% approval vote of the majority of association members or ~134 homeowners.

(c)        To change the principal office for the transaction of the business of the Association from one location to another within the County of Ada, State of Idaho, as provided in Article I hereof; to designate any place within said County for the holding of any annual or special meeting or meetings of the Association consistent with the provisions of Section 3.2 hereof;

(d)       To borrow money and to incur indebtedness for the purposes of the Association, and to cause to be executed and delivered, therefore, in the Association’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities; therefore, subject, however, to the limitations set forth in the Articles of Incorporation and the Declaration.

This provision is too broad essentially providing the BOD a blank check, furthermore, excessive spending or indebtedness could result in an unexpected special assessment and failure to pay could result in your property being foreclosed on.

(e)        To fix and levy from time to time Regular Assessments, Special Assessments, and Limited Assessments upon the Owners, as provided in the Declaration; to determine and fix the due date for the payment of such Assessments, and the date upon which the same shall become delinquent; provided, however, that such Assessments shall be fixed and levied only to provide for the payment of the expenses of the Association, and of the taxes and assessments upon real or personal property owned, leased, controlled or occupied by the Association, or for the payment of expenses for labor rendered or materials or supplies used and consumed, or equipment and appliances furnished for the maintenance, improvement or development of such property or for the payment of any and all obligations in relation thereto, or in performing or causing to be performed any of the purposes of the Association for the general benefit and welfare of the Owners, in accordance with the provisions of the Declaration.

Any act which could result in a special or limited assessment must have received prior approval of the Association via a 51% majority vote.

The Board of Directors is hereby authorized to incur any and all such indebtedness for any of the foregoing purposes and to provide, or cause to be provided adequate reserves for replacements as the Board of Directors shall deem to be necessary or advisable in the interest of the Association or welfare of the Owners. The funds collected by the Board of Directors from the Owners, attributable for replacement reserves, for maintenance, recurring less frequently than annually, and for capital improvements, shall at all times be held in trust for the Owners and shall not be commingled with other Assessments collected from the Owners. Such Regular Assessments, Special Assessments, and Limited Assessments shall be fixed in accordance with the provisions of the Declaration. Should any Owner fail to pay such Assessments before delinquency, the Board of Directors in its discretion is authorized to enforce the payment of such delinquent Assessments as provided in the Declaration;

***The HOA can lien and foreclose for non-payment. Moreover, Should any Owner fail to pay such Assessments before delinquency, the Board of Directors in its discretion is authorized to enforce the payment of such delinquent Assessments as provided in the Declaration;
This allows the HOA to fine and possibly commence lien and foreclosure proceedings if an account is one day beyond “delinquency?”

(f)        To enforce the provisions of the Declaration covering the Property, these Bylaws or other agreements of the Association;

(g)        To contract for and pay for, casualty, blanket, liability, malicious mischief, vandalism, and other insurance, insuring the Owners, the Association, the Board of Directors and other interested parties, in accordance with the provisions of the Declaration, covering and protecting against such damages or injuries as the Board deems advisable, which may include without limitation, medical expenses of persons injured on the Property, and to bond the agents and employees of any management body if deemed advisable by the Board of Directors;

We suggest a $10m policy.

(h)        To operate, maintain, and otherwise manage or provide for the operation, maintenance and management of the Common Area, if any, and to contract for and pay maintenance, gardening, utilities, materials and supplies, and services relating to the Common Area, if any, and to employ personnel necessary for the operation of the Common Area, if any, including legal and accounting services, and to contract for and pay for improvements and any recreational facilities on the Common Area, if any. In case of damage by fire or other casualties to the property owned and/or managed by the Association, if insurance proceeds exceed Twenty- Five Thousand and No/100 Dollars ($25,000.00), or the cost of repairing or rebuilding exceeds available insurance proceeds by more than Two Thousand and No/100 Dollars ($2,000.00), then the Board of Directors shall obtain firm bids from two or more responsible contractors to rebuild any portion of the said property in accordance with the original plans and specifications with respect thereto, and shall, as soon as possible thereafter, call a special meeting of the Association to consider such bids. At such a special meeting, the Members may by three-fourths (3/4) of the voting power cast, elect to reject such bids and thus not to rebuild. Failure to thus reject such bids shall be deemed acceptance of such bid as may be selected by the Manager;

Any expense exceeding $25,000 must be approved by a 51% majority member vote. Now, 75% is the new standard for items that could result in a special assessment, payable immediately, or risk a lien or foreclosure. $10m insurance policy is prudent.

The average price of a standard $1,000,000/$2,000,000 General Liability Insurance policy for small homeowners associations ranges from $57 to $79 per month based on location, number of homes, common property acreage and features, claims, and more.

A $10m policy should run ~$300/month or $1.13 per home.

(i)         To grant easements where necessary for utilities and sewer facilities over the Common Area to serve the Property;

(j)         To fix, determine and name from time to time, if necessary or advisable, the public agency, fund, foundation or corporation which is then or there organized or operated for charitable purposes, to which the assets of this Association may be distributed upon liquidation or dissolution according to the Articles of Incorporation of the Association unless such assets shall be distributed to Owners of Building Lots as more particularly provided in the Articles of Incorporation. The assets so distributed shall be those remaining after satisfaction of all just debts and obligations of the Association, and after distribution of all property held or acquired by the Association under the terms of a specific trust or trusts;

No act should result in “liquidation or dissolution according to the Articles of Incorporation,” if sufficient insurance is obtained.

(k)        To adopt, amend, and repeal by a majority vote of the Board of Directors, rules and regulations as to the Association deemed reasonable and necessary;

Two BOD members when colluding can significantly impact the use of your property. Rules and Regulations must be voted on by a community wide-vote and the BOD must recuse themselves.

(l)         To pay all real and personal property taxes and assessments levied against the Common Area owned or managed by the Association.

Section 4.4 Management Agent. The Board of Directors may contract or employ for the Association a management agent (“Manager”) at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize, including, but not limited to the duties listed in Section 4.3 hereof.

Should the BOD deem that hiring a third-party community manager is prudent, the BOD must receive no fewer than three bids per CAM entity and Management Company selection must receive a 51% affirmative member vote. No BOD member may profit directly or indirectly from retaining third-party contractors during their terms and for the following 10 years after vacating the BOD.

Section 4.5 Nomination, Election, and Term of Office. Nomination for election to the Board of Directors may be made by a nomination committee. Nominations may also be made from the floor at the annual meeting. If a nomination committee is formed, the nomination committee shall consist of a chairperson, who shall be a member of the Board of Directors, and two (2) or more members of the Association. If a nomination committee is formed, the nominating committee shall be appointed by the Board of Directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each annual meeting. If a nomination committee is formed, the nomination committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.

Any BOD election shall be decided by Association vote. Non-members are prohibited from voting or holding any position of the Association/BOD.

Moreover, If a nomination committee is formed, the nomination committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.”

Does this suggest that the Nomination Committee has discretion on which candidates are referred to the BOD for election and if only one vacancy occurs, then the candidates can be filtered down to a single member?

At the first annual meeting of the Association, and thereafter at each annual meeting of the Association, new Directors shall be elected by secret written ballot by a majority of Members present at such meeting as provided in these Bylaws.

Board of Directors candidates can only be elected upon receiving a 51% association majority vote, not the ten people that may attend a meeting.

Cumulative voting is not permitted. The term of the Directors shall be for one (1) year. In the event that an annual meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting held for that purpose. Each Director shall hold office until a successor has been elected or until death, resignation, removal, or judicial adjudication of mental incompetence. Any person serving as a Director may be re-elected, and there shall be no limitation on the number of terms which a Director may serve.

Section 4.6   Books, Financial Statements and Audit. The Board of Directors shall cause to be maintained a full set of books and records showing the financial condition of the affairs of the Association in a manner consistent with generally accepted accounting principles. The Association will provide an audited statement for the preceding fiscal year if requested in writing by the holder, insurer, or guarantor of any first mortgage that is secured by a Building Lot. A copy of each audit shall be delivered to each Member within thirty (30) days after the completion of such audit. An annual operating statement reflecting income and expenditures of the Association shall be distributed to each Member within ninety (90) days after the end of each fiscal year, and to first mortgagees who have in writing requested notice of Association proceedings.

Section 4.7 Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the Members shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum, and each person so elected shall be a Director until a successor is elected at the next annual meeting, or at a special meeting called for that purpose. A vacancy or vacancies shall be deemed to exist in case of death, resignation, removal or judicial adjudication of mental incompetence of any Director, or in case the Members fail to elect the full number of authorized Directors at any meeting at which such election is to take place.

Any appointment of any BOD member shall require an Association vote.

Section 4.8 Removal of Directors. At any regular or special meeting of the Association duly called, any one or more of the Directors may be removed with or without cause by a majority of Members and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting. If any or all of the Directors are so removed, new Directors may be elected at the same meeting.

Section 4.9 Organization Meeting. The first regular meeting of a newly elected Board of Directors shall be held within ten (10) days of the election of the Board of Directors, at such place as shall be fixed and announced by the Directors at the meeting at which such Directors were elected, for the purpose of the organization, the election of officers, and the transaction of other business. No notice shall be necessary to the newly elected Directors to legally constitute such meeting, provided a majority of the whole Board of Directors shall be present.

Section 4.10   Other Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board.  Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meetings, unless the time and place of such meetings is announced at the organization meeting, in which case such notice of other regular meetings shall not be required.

Section 4.11 Special Meetings. Special meetings of the Board of Directors may be called by the President, or, if the President is absent or refuses to act, by the Vice President, or by any two (2) Directors. At least two (2) days’ notice shall be given to each Director, personally or by mail, telephone or facsimile, which notice shall state the time, place (as hereinabove provided) and the purpose of the meeting. If served by mail, each such notice shall be sent, postage prepaid, to the address reflected on the records of the Association, and shall be deemed given, if not actually received earlier, on the second day after it is deposited in a regular depository of the United States mail as provided herein. When any Director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such Director, as required by law and as provided herein.

Special meetings can be called by providing two-day notice yet if notice is mailed “served by mail, each such notice shall be sent, postage prepaid, to the address reflected on the records of the Association, and shall be deemed given, if not actually received earlier, on the second day after it is deposited in a regular depository of the United States mail as provided herein“

All meetings including but not limited to annual meetings, special meetings, and any meeting regarding financial or property use issues must provide (30) days notice via email, US mail, and addition to the newsletter.

Section 4.12 Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may in writing waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board of Directors shall be waiver of notice by that Director of the time and place thereof. If all Directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs such a written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the records of the Association or made a part of the minutes of the meeting.

Section 4.13   Quorum and Adjournment. Except as otherwise expressly provided herein, at all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

The conflicts with other quorum definitions

Section 4.14 Action Without Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the vote or written consent of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

Ambiguous with potentially significant implications.

Section 4.15     Fidelity Bonds. The Board of Directors may SHALL require that all officers and employees of the Association handling or responsible for the Association funds shall furnish adequate fidelity bonds. The premium on such bonds shall be paid by the Association.

Section 4.16 Committees. The Board of Directors, by resolution, may from time to time designate such committees as the Board of Directors shall desire, and may establish the purposes and powers of each such committee created. The resolution designating and establishing a committee shall provide for the appointment of its members, as well as a chairperson, shall state the purpose of the committee, and shall provide for reports, termination, and other administrative matters as deemed appropriate by the Board of Directors.

ARTICLE V
OFFICERS

Section 5.1 Designation. The principal officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint an Assistant Treasurer and an Assistant Secretary, and such other officers as in the Board of Directors’ judgment may be necessary. One person may hold two or more offices, except those offices of President and Secretary.

Each BOD member may hold one position/office. Moreover, it appears that Officers are Directors by default and prior regulations allow for compensation for Directors. No Officer or Board of Director may receive any compensation directly or indirectly.

Section 5.2 Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board of Directors, and each officer shall hold office for one (1) year unless such officer shall sooner resign or shall be removed or otherwise disqualified.

Officers of the Association shall be elected by Association vote.

Section 5.3 Removal of Officers. Upon an affirmative vote of a majority of the entire Board of Directors, any officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board of Directors called for such purpose. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified in said notice, acceptance of such resignation by the Board of Directors shall not be necessary to make it effective. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces.

Officers of the Association shall be elected by Association vote.

Section 5.4 Compensation. Officers, agents, and employees shall receive such reasonable compensation for their services as may be authorized or ratified by the Board of Directors. Appointment of any officer, agent or employee shall not of itself create contractual rights of compensation for services performed by such an officer, agent or employee. No officer, employee or Director of Grantor or any affiliate of Grantor may receive any compensation.

Section 5.5 Special Appointment. The Board of Directors may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors may, from time to time, determine.

Officers of the Association shall be elected by Association vote.

Section 5.6 President. The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Association and of the Board of Directors. The President shall have all of the general powers and duties which are usually vested in the office of the President of a non-profit corporation, including but not limited to the power, subject to the provisions of Section 4.16, to appoint committees from among the Members and Owners from time to time as the President alone may decide are appropriate to assist in the conduct of the affairs of the Association. The President shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business of the Association. The President shall be ex officio a member of all standing committees, and the President shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws

Ambiguous, grants excessive power to the President and, the President should not chair all committees.

Section 5.7 Vice President. The Vice President shall take the place of the President and perform such duties whenever the President shall be absent, disabled or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint another member of the Board of Directors to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed by the Board of Directors or these Bylaws.

Section 5.8 Secretary. The Secretary shall record the votes and keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association at the principal office of the Association or such other place as the Board of Directors may order. The Secretary shall have charge of such books and papers as the Board of Directors may direct, and the Secretary shall, in general, perform all the duties incident to the office of Secretary. The Secretary shall give, or cause to be given, notices of meetings of the Association and of the Board of Directors required by these Bylaws or by law to be given. The Secretary shall maintain a book of record Owners, and any person in possession of a Building Lot that is not an Owner, listing the names and addresses of the Owners, and any person in possession of a Building Lot that is not an Owner, as furnished to the Association and such book shall be changed only at such time as satisfactory evidence or a change in ownership of a Building Lot is presented to the Secretary. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

Section 5.9 Treasurer. The Treasurer shall have responsibility for the Association funds and securities and shall be responsible for keeping, or causing to be kept, full and accurate accounts of the Property owned by the Association, tax records and business transactions of the Association including accounts of all assets, liabilities, receipts and disbursements, all in books belonging to the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors in accordance with the Declaration, shall render to the President and Directors upon request, an account of all transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

ARTICLE VI
OBLIGATIONS OF OWNERS

Section 6.1 Assessments.

(a)        All Owners, specifically excluding Grantor, are obligated to pay, in accordance with the provisions of the Declaration, all Assessments imposed by the Association to meet all expenses of the Association, which may include, without limitation, a liability insurance policy premium and an insurance premium for a policy to cover repair and reconstruction work in case of fire, earthquake or other hazards, as more fully provided in Section 4.3 of these Bylaws. Except as otherwise provided in the Declaration, the Assessments shall be made equally per Building Lot for all Members of the Association obligated to pay such Assessment, but specifically excluding Grantor from such obligations. If the assessment is not paid within thirty (30) days after the due date, a $25.00 late fee shall be imposed and, at the discretion of the Board, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum.

(b)        All delinquent Assessments shall be enforced, collected or foreclosed in the manner provided in the Declaration.

Add guardrails for example, delinquent accounts must be 90 days past due before retaining third-party collection companies. Retaining law firms to collect assessments is prohibited and liens may only be placed on a property upon 12-months of regular assessment delinquency. Special assessment delinquencies must be 24-month. Foreclosure proceedings shall commence one year following a lien filing.

Section 6.2 Maintenance and Repair.

(a)        Every Owner must perform promptly, at the Owner’s sole cost and expense, all maintenance and repair work on such Owner’s Building Lot as required under the provisions of the Declaration. As further provided in the Declaration, all plans for alterations and repair of improvements on the Property must receive the prior written consent of the Architectural Committee. The Architectural Committee shall establish reasonable procedures for the granting and denial of such approval in accordance with the Declaration.

(b)        As further provided in the Declaration, each Owner shall reimburse the Association for any expenditures incurred in repairing or replacing any portion of the Property owned or controlled by the Association which are damaged through the fault of the Owner, and each Owner shall promptly reimburse the Association for the costs of repairing, replacing and/or maintaining that portion of the Property which the Association has repaired, replaced or maintained pursuant to the Declaration. Such expenditures shall include all court costs and reasonable attorney fees and costs incurred in enforcing any provision of these Bylaws or the Declaration.

Set reasonable reimbursement timelines prior to collection actions.

Section 6.3 Real Estate Transfer Assessment.

(a)        Upon the occurrence of any initial transfer of a Building Lot from the Grantor to an Owner, excluding transfers from Grantor to its successors and assigns, the Owner shall pay a Real Estate Transfer Assessment, payable at closing of such transfer, to the Association in an amount of One Hundred Fifty and 00/100 Dollars ($150.00).

(b)        The purpose of such Real Estate Transfer Assessment is to develop a reserve account for the Association so that the Association can operate, maintain and otherwise manage or provide for the operation, maintenance and management of the Common Area, if any, and to contract for and pay maintenance, gardening, utilities, materials and supplies, and services relating to the Common Area, if any, and to employ personnel necessary for the operation of the Common Area, if any, including legal and accounting services, and to contract for and pay for improvements and any recreational facilities on the Common Area, if any.

(c)        The Real Estate Transfer Assessment is intended to comply with the provisions of Idaho Code Section 55-3102(4)(f) as an exception to prohibitions against “transfer fee covenants.”

(d)       All delinquent Real Estate Transfer Assessments shall be enforced, collected or foreclosed in the same manner as Assessments as provided in the Declaration.

ARTICLE VII
AMENDMENTS TO BYLAWS

These Bylaws may be amended by the Association at an annual meeting or at a duly constituted meeting of the Association for such purpose as provided in the Articles of Incorporation. No amendment to these Bylaws shall take effect unless approved by at least a Majority of Members or such other percentage as herein otherwise provided.

ARTICLE VIII
MEANING OF TERMS

Except as otherwise defined herein, all terms herein initially capitalized shall have the same meanings as are applied to such terms in the Declaration including, without limitation, “Articles,” “Assessments,” “Association,” “Building Lot,” “Common Area,” “Grantor,” “Class A Member,” “Class B Member” and “Owners.”

ARTICLE IX
CONFLICTING PROVISIONS

If any of these Bylaws conflict with any provisions of the laws of the State of Idaho, such conflicting Bylaws shall be null and void upon final court determination to such effect, but all other Bylaws shall remain in full force and effect. In case of any conflict between the Articles of Incorporation and these Bylaws the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

ARTICLE X
INDEMNIFICATION AND INSURANCE

Section 10.1 Certain Definitions. For the purposes of this Article X, “agent” means any person who is or was a Director, officer, employee or other agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the Association; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes, without limitation, attorney fees and costs.

Does this provision prohibit bringing claims against the Developer for construction defect issues? Or any Director or vendor in regulatory administrative hearings?

Section 10.2   Indemnification. This Association shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Association to procure a judgment in its favor) by reasons of the fact that such person is or was an agent of this Association, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Association and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.  The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Association or with respect to any criminal proceeding that the person had reasonable cause to believe that the person’s conduct was unlawful. However, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Association in the performance of such person’s duty to the Association, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall deem proper.

Section 10.3 Liability Insurance. The Association may MUST purchase and maintain insurance on behalf of any agent of the Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Association would have the power to indemnify the agent against such liability under the provisions of this Article X.

ARTICLE XI
MISCELLANEOUS

Section 11.1 Checks, Drafts and Documents. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Association shall be signed or endorsed by such person or persons, and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Multi-party signatures shall be required for sums exceeding $25.000 per third-party, one person should not have the ability to draft checks.

Section 11.2   Execution of Documents. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Association, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have the power or authority to bind the Association by any contract or engagement or to pledge the Association’s credit or to render the Association liable for any purpose or in any amount.

Section 11.3 Inspection of Bylaws, Books, and Records. The Association shall keep in the Association’s office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the Members at all reasonable times during office hours. The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Articles of Incorporation, and the Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at a reasonable cost.

Section 11.4 Fiscal Year. The fiscal year of the Association shall begin on the 1st day of January and end on the 31st day of December of every year except that the first fiscal year shall begin on the date of incorporation.

Section 11.5 Membership Book. The Association shall keep and maintain in the Association’s office, for the transaction of business, a book containing the name and address of each Member.

Termination or transfer of ownership of any Building Lot by an Owner shall be recorded in the books together with the date on which such ownership was transferred, and the new Owner shall be incorporated into the book in accordance with the provisions of the Declaration and the Articles of Incorporation.

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