The following are Amended and Restated Bylaws of the Edelweiss Maintenance Commission, a corporation organized under the Washington Nonprofit Corporation Act (RCW 24.03, the “Nonprofit Corporation Act”) and operating as a homeowners association created pursuant to the Washington Homeowners Association (RCW 64.38, the “Homeowners Associations Act”). They apply to the entire corporation, each Lot therein, and all common elements. Each Owner automatically, by virtue of such ownership, becomes a member of the Association. All present and future Owners, Mortgagees and other encumbrances, lessees, tenants, licensees, and occupants of Lots, and their guests and employees, and any other person who may use the facilities of the corporation are subject to these Bylaws, the Edelweiss Plan and Covenants (the “Declaration”) recorded under Auditor’s File No. 560469 in Okanogan County, Washington, as it may from time to time be amended (the “Declaration”) and the rules and regulations pertaining to use and operation of the corporation.
ARTICLE 1. MEMBERSHIP; VOTING; REGISTER; POWERS
Section 1.1 Membership The Owners of Lots in the corporation shall constitute the Owners Association. Corporations, partnerships, associations, and other legal entities, trustees under an express trust, and other fiduciaries, as well as natural persons may be members of the Association. Owners of a Lot(s) as joint tenants, tenants in common, community property, or other ownership involving more than one Owner, shall be joint members of the Association, but the sum total of their vote shall not exceed the voting power allocated to the Lots owned.
Section 1.2 Number of votes. The total voting power of all members shall be equal to the number of Lots in the Corporation and the total number of votes available to the Owner or owners of each Lot shall be equal to one vote for each Lot owned.
Section 1.3 Voting by Multiple Owners. If only one of the multiple Owners of a Lot(s) is present at a meeting of the Association, the Owner is entitled to cast all the votes allocated to that Lot(s). If more than one of the multiple Owners are present; the votes allocated to that Lot(s) may be cast only in accordance with the agreement of a majority in interest of the multiple Owners. There is majority agreement if any one of the multiple Owners casts the votes allocated to that Lot(s) without protest being made promptly to the person presiding over the meeting by any of the other Owners of the Lot(s).
Section 1.4 Voting Representative. An Owner may, by written notice to the Board, designate a voting representative for the Lot(s). The voting representative need not be an Owner. The designation may be revoked at any time by written notice to the Board from a person having an ownership interest in a Lot(s), or by actual notice to the Board of the death or judicially declared incompetence of any person with an ownership interest in the Lot(s), except in cases in which the person designated is a Mortgages of the Lot(s). The guardian of an Owner, the attorney-in-fact of the Owner under a durable power of attorney, or the administrators or executors of an Owner’s estate, may exercise this power of designation and revocation. If no designation has been made, or if a designation has been revoked and no new designation has been made, the voting representative of each Lot(s) shall be the group composed of all of its Owners. If a Lot(s) is owned by husband and wife and only one of them is at a meeting, the one who is present will represent the marital community Lot(s).
Section 1.5 Voting by Proxy; Pledged Votes to Mortgagee. Votes allocated to a Lot(s) may be cast pursuant to a proxy duly executed by an Owner at any Annual Meeting, Budget Meeting or Special Meeting. If a Lot(s) is owned by more than one person, each Owner of a Lot(s) may vote or register protest to the casting of votes by the other Owners of the Lot(s) through a duly executed proxy. A Lot(s) Owner may not revoke a proxy given pursuant to this Section except by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or purports to be revocable without notice. Unless stated otherwise in the proxy a proxy terminates 11 months after its date of issuance. An Owner may, but shall not be obligated to, pledge his or her vote on all issues or on specific issues to a Mortgagee. If an Owner is in default under a first Mortgage on the Lot(s) for one year or more, the Mortgagee shall automatically be authorized to declare at any time thereafter that the Owner has pledged his or her vote on all issues to the Mortgagee during the continuance of the default. If the Board has been notified of any such pledge to a Mortgagee, only the vote of the Mortgagee will be recognized on the issues that are subject to the pledge.
Section 1.6 Voting By Mail or electronic mail. The Board may decide that voting of the members shall be by mail or electronic mail (“email”) with respect to any particular election of the Board or with respect to adoption of any proposed amendment to the Plan and Covenants or Bylaws, or with respect to any other matter for which approval by members is required by the Plan and Covenants or Bylaws, in accordance with the following procedure:
(a) In the case of election of Board Members by mail or email, the existing Board members shall advise the Secretary in writing of the names of proposed Board members sufficient to constitute a full Board and of a date within sixty (60) days after such advice is given by which all votes are to be received. The Secretary within fourteen (14) days after such advice is given shall give written notice of the number of Board members to be elected and the names of the nominees to all members. The notice shall state that any such member may nominate an additional candidate or candidates, not to exceed the number of Board members to be elected, by notice in writing to the Secretary at the specified address of the principal office of the Association, to be received on or before a specified date fifteen (15) days from the date the notice is given by the Secretary. Within five (5) days after such specified date, the Secretary shall give written notice to all members, stating the number of Board members to be elected, stating the names of all persons nominated by the Board members to be elected, stating the names of all persons nominated by the Board and by the Members on or before said specified date, stating that each member may cast a vote by mail or email and stating the date established by the Board by which such votes must be received by the Secretary at the address of the principal office of the Association or such other location or electronic address, which shall be specified in the notice. Votes received after that date should not be effective. All persons elected as Board members pursuant to such an election by mail or email by receipt of the number of votes required by applicable law shall take office effective on the date specified in the notice for receipt of such votes.
(b) Any notice given in lieu of a meeting required to be held pursuant to RCW 64.38.025(3) to ratify a budget adopted by the board shall provide a period of not less than thirty (30) days for the return of ballots rejecting the budget.
(c) In the case of a vote by mail or email relating to any other matter, the Secretary shall give written notice to all members, which shall include a proposed written resolution setting forth a description of the proposed action, and shall state that such persons are entitled to vote by mail or email for or against such proposal and stating a date not less than fourteen (14) days after the date such notice shall have been given on or before which all votes must be received and stating that they must be sent to the address of the principal office of the Association or such other location or electronic address, as specified in the notice. Votes received after that date shall not be effective.
(d) Delivery of a vote in writing to the principal office of the Association shall be equivalent to receipt of a vote by mail at such address for the purpose of this Section 1.6.
(e) Within fourteen (14) days after obtaining authorization by written vote, written notice describing the action taken must be given to all members. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Whenever action is taken pursuant to this section, the written consent of the members consenting to such action or the written reports of the persons appointed to tabulate such consents shall be filed with the minutes of proceedings of members.
Section 1.7 Persons Under Disability. Minors and persons declared legally incompetent shall be eligible for membership in the Association, if otherwise qualified, but shall not be permitted to vote except through a legally appointed, qualified, and acting guardian of their estate voting on their behalf, or, in the case of a minor with no legal guardian of his estate, through a parent having custody of the minor.
Section 1.8 Register of Members. The Board shall cause a register to be kept containing the names and addresses, including emails, of all members of the Association. Persons who purchase an interest in a Lot(s) shall promptly inform the Board of their interest. Persons who claim to be members of the Association shall, upon request, furnish the Board with copies of any documents under which they assert ownership of a Lot(s) or any interest therein, and any Mortgages thereon.
Section 1.9 Association Powers. Unless otherwise provided in the governing documents, the Association may:
(1) Adopt and amend bylaws, rules, and regulations;
(2) Adopt and amend budgets for revenues, expenditures, and reserves, and impose and collect assessments for common expenses from owners;
(3) Hire and discharge or contract with managing agents and other employees, agents, and independent contractors;
(4) Institute, defend, or intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more owners on matter affecting the homeowners’ association, but not on behalf of owners involved in disputes that are not the responsibility of the association;
(5) Make contracts and incur liabilities;
(6) Regulate the use, maintenance, repair, replacement, and modification of common areas;
(7) Cause additional improvements to be made as a part of the common areas;
(8) Acquire, hold, encumber, and convey in its own name any right, title, or interest to real or personal property;
(9) Grant easements, leases, licenses, and concessions through or over the common areas and petition for or consent to the vacation of streets and easements;
(10) Impose and collect any payments, fees, or charges for the use, rental, or operation of the common areas;
(11) Impose and collect charges for late payments of assessments and, after notice and an opportunity to be heard by the board of directors or by the representative designated by the board of directors and in accordance with the procedures as provided in the bylaws or rules and regulations adopted by the board of directors, levy reasonable fines in accordance with a previously established schedule adopted by the board of directors and furnished to the owners for violation of the bylaws, rules and regulations, and plan and covenants of the association;
(12) Exercise any other powers conferred by the bylaws;
(13) Exercise all other powers that may be exercised in this state by the same type of corporation as the association; and
(14) Exercise any other powers necessary and proper for the governance and operation of the association.
(15) If a lawsuit is filed regarding enforcement of rights or obligations under the EMC Bylaws or other governing documents, the substantially prevailing party shall be entitled to an award of its costs, including attorney’s fees.
The foregoing Amended and Restated Bylaws were adopted on 4th day of December, 2023 at the meeting of the Board of Directors and adopted by the membership on January 8, 2024.
ARTICLE 2. MEETINGS OF MEMBERS.
Section 2.1. Place. Meetings of the members of the Association shall be held at such suitable place as may be convenient to the membership and designated from time to time by the Board.
Section 2.2 Annual Meeting. The annual meeting of the Association shall be held in the first half of each fiscal year on a date fixed by the Board, which date shall not be less than 14 nor more than 60 days after notice of the meeting is given to the members. Unless notified otherwise, the annual meeting of the Edelweiss Maintenance Commission shall be held in May of each year on Saturday of Memorial Day Weekend at the Edelweiss Swimming Pool Facility. At such annual meeting the Owners shall elect members to the Board or fill vacancies therein, and transact such other business as shall properly come before the meeting.
Section 2.3 Budget Meeting. Within 30 days after adoption of any proposed budget for the Association, the Board shall provide a summary of the budget to all of the members and set a date for a meeting of the members to consider ratification of the budget, which date shall be not less than 14 nor more than 60 days after mailing the summary. Unless at the meeting members holding a majority of the votes in the Association vote to reject the budget, the budget is ratified, whether or not a quorum is present for the meeting. In the event the proposed budget is rejected or the required notice for the meeting is not given, the budget last ratified by the Owners shall be continued until a budget proposed by the Board is ratified.
Section 2.4 Special Meetings. A special meeting of the Association may be called by the president, a majority of the Board of Directors, or by Owners having 10 percent (10%) of the votes in the Association. Not less than 14 nor more than 60 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 (including email addresses). No business shall be transacted at a special meeting except as stated in the notice given thereof or unless consented to by four-fifths of the Owners present either in person or by proxy.
Section 2.5 Notice of Meetings. It shall be the duty at the secretary to give notice of each annual, budget and special meeting such notice shall be hand-delivered or sent prepaid by first-class United States mail to the mailing address of each Lot(s) or to any other mailing address (including e-mail) designated in writing by the Lot(s) Owner, to each member of the Association and to each Eligible Mortgagee, if required by the Declaration. 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 budget or changes in the previously approved budget that result in a change in assessment obligation, and any proposal to remove a director. Before any meeting of the Association, any member may, in writing, waive notice of such meeting. Attendance by a member at a meeting of the Association shall be a waiver by him of timely and adequate notice unless he expressly challenges the notice when the meeting begins.
Section 2.6 Quorum. The presence in person or by proxy of members of the Association or voting representatives holding five percent (5%) of the total voting power shall constitute a quorum for the transaction of business at any meeting of members of the Association.
Section 2.7 Adjournment of Meetings. If any meeting of Owners cannot be organized because a quorum has not attended, the Owners present, in person or by proxy, may adjourn the meeting to a time not less than 42 hours from the time the original meeting was called. If a re-scheduled meeting is required, the quorum requirement for the rescheduled meeting shall be half of the original quorum requirement. At the rescheduled meeting, the quorum requirement shall be one-half the original requirement for a quorum. If the meeting needs to be re-scheduled again, the quorum requirement for the next meeting shall also be reduced by one-half of the quorum requirement from the last re-scheduled meeting.
Section 2.8 Majority Vote. Except as otherwise provided by the Declaration or by these Bylaws, passage of any matter submitted to vote at a meeting where a quorum is present, shall require the affirmative vote of at least 55% of the votes present.
Section 2.9 The order of business at meetings of the Association shall be as follows unless dispensed with on motion:
(a) Roll call;
(b) Proof of notice of meeting or waiver of notice;
(c) Minutes of preceding meeting;
(d) Reports of officers;
(e) Reports of committees;
(f) Election of directors (annual meeting or special meeting called for such purpose);
(g) Unfinished business;
(h) New business;
(i) Adjournment.
Section 2.10 Parliamentary Authority. In the event of dispute, the parliamentary authority for the meetings shall be the most current available edition of Robert’s Rules of Order or such other published code of parliamentary procedure as shall be approved by a majority at the meeting.
ARTICLE 3. BOARD OF DIRECTORS.
Section 3.1 Qualifications, Number and Term. The Board of Directors shall be elected from those individuals who either are members of the corporation, or who have a financial interest in a member of the corporation by virtue of being a stockholder or partner in a member, or who are nominated by such member.
The affairs of the Association shall be initially governed by a Board of three directors. Within 30 days after the Transition Date, the Board shall call a special meeting of the Owners to elect a Board of between five and nine directors to serve until the first day of the calendar month following the date of adjournment of the first annual meeting. Thereafter, the term of office for directors will begin immediately following the annual meeting of members at which they are elected. The normal term of office for directors will be for three years and until their successors are elected and take office. However, to provide for staggered terms, at the first annual meeting one-third of the number of directors shall be elected for one year, the same number shall be elected for two years, and the remainder shall be elected for three years. Thereafter, at each annual meeting, one to three new members, depending on the total number of directors, shall be elected to serve a three-year term.
Section 3.2 Powers and Duties. The Board of Directors shall act in all instances on behalf of the Association. In the performance of their duties, the officers and members of the Board of Directors shall exercise the degree of care and loyalty required of an officer or director of a corporation organized under chapter 24.03 RCW. The Board of Directors shall have the powers and duties provided for the administering authority of the Corporation in the Homeowners’ Associations Act and Nonprofit Corporations Act and in the Articles and Covenant, and all other power necessary for the administration of the affairs of the Association, and may do all such acts and things as are not prohibited by statute or by the governing documents required to be done in another manner.
Section 3.3 Vacancies. Vacancies on the Board caused by reasons other than the removal of a director by a vote of the Association shall be filled by vote of the majority of the remaining directors, even though they may constitute less than a quorum. Each person so selected shall be a director until a successor is elected at the next annual meeting of the Association to serve the balance of the unexpired term.
Section 3.4 Removal of Directors. At any regular or special meeting after the Transition Date, any an. or more of the directors may be removed, with or without cause, by members holding a majority of the votes in the Association and a successor may then and there be elected to fill the vacancy thus created and to serve the balance of the unexpired term. Any director whose removal has been proposed shall be given an opportunity to be heard at the meeting.
Section 3.5 Compensation. No compensation shall be paid to directors for their services as directors.
Section 3.6 Organization Meeting. The first meeting of the newly elected Board shall be held within ten days of election at a place to be fixed by the directors at the meeting at which the directors were elected, and no notice shall be necessary to the newly elected directors in order legally to call the meeting, providing a majority of the whole Board shall be present at the meeting.
Section 3.7 Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined form time to time by a majority of the directors, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each director personally or by mail, telephone, or email, at least three days before the day fixed for the meeting.
Section 3.8 Special Meetings. Special Meetings. Special meetings of the Board may be called by the president on three days’ notice to each director, given personally or by mail, telephone, or email, which notice shall state the time, place, and purpose of the meeting. Special meetings of the Board shall be called by either the president or secretary in like manner and on like notice on the written request of any two directors.
Section 3.9 Waiver of Notice. Before any meeting of the Board, any director may, in writing, waive notice of such meeting. Attendance by a director at any meeting of the Board shall be waiver by him or her of timely and adequate notice unless he or she expressly challenges the notice when the meeting begins. If all directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at the meeting.
Section 3.10 Quorum. At all meetings of the Board, 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. If there is less than a quorum present at any meeting of the Board, the majority of those present may adjourn the meeting from time to time, or may elect to go ahead with the meeting by contacting Board members by phone for participation. At the adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without sending further notice of the agenda to the Board.
Section 3.11 Open Meeting. 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 governing documents of the Association, and matters involving the possible liability of an owner to the Association. 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.
ARTICLE 4. OFFICERS.
Section 4.1 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 and from the Board. The directors may appoint from the Board such other officers as in their judgment may be necessary or desirable. Two or more offices may be held by the same person, except that a person may not hold the offices of president and secretary simultaneously.
Section 4.2 Election of Officers. The officers of the Association shall be elected annually by the Board at the first Board meeting after the annual meeting of the Association. They shall hold office at the pleasure of the Board.
Section 4.3 Removal of Officers. At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of the members of the Board, any officer may be removed, either with or without cause. A successor to the removed officer may be elected at any such meeting.
Section 4.4. President. The president shall be the chief executive officer of the Association. He/She shall preside at all meetings of the Association and of the Board and shall have all powers and duties usually vested in the officer of the President.
Section 4.5 Vice President. The vice president shall perform the duties of the president when the president is absent or unable to act, and shall perform such other duties as may be prescribed by the Board.
Section 4.6 Secretary. The secretary shall keep the minutes of all meetings of the Board and of the Association and shall have custody of the business records of the Board and the Association, other than financial records kept by the treasurer. He/She shall also perform such other duties as may be prescribed by the Board.
Section 4.7 Treasurer. The treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association.
Section 4.8 Other Officers and Employees. Other officers of the Association and any persons employed to assist the officers, shall have such authority and shall perform such duties as the Board may prescribe within the provisions of the applicable statutes, the Declaration, and these Bylaws.
Section 4.9 Compensation. The Board may pay reasonable compensation to any officer or Owner who performs substantial services for the corporation in carrying out the management duties of the Board. The Board’s decision to compensate an officer shall not become final until 60 days after notice of it (including the amount of compensation to be paid) has been given to all persons entitled to notice of meetings of the Association, and such decision may be reversed by the members of the Association at a meeting duly called and held within 60 days after the notice of the decision was given.
ARTICLE 5. COMMITTEES.
Section 5.1 Committees of Directors. The Board may appoint one or more committees that consist of one or more directors. Such committees, if composed entirely of Board members, shall have arid exercise, to the extent provided in the resolution establishing the committee, the authority of the Board in the management of the Association. The appointment of any such committee shall not relieve the Board of its ultimate responsibility for the administration and management of the corporation.
Section 5.2 Other Committees. Other committees, not having or exercising the authority of the Board in the management of the Association, may be appointed by the president or the directors, and such committees may be composed of one or more members of the Association.
ARTICLE 6. HANDLING OF FUNDS.
Section 6.1 Accounts. The Association shall establish the necessary funds or accounts to provide properly for the operation and maintenance of the corporation. Overall superintendence of these funds shall be the responsibility of the treasurer of the Association. There shall be at least three separate funds as described in Sections 6.2, 6.3, and 6.4.
Section 6.2 Working Capital Fund. There shall be established a checking account in a commercial bank to be known as the “Working Capital Fund.” This fund will be used for the normal operation of the corporation and will receive all monthly Assessments, first purchasers’ initial contributions to the fund, and other monies received by the Association. Checks shall be issued from this account for all management and operation expenditures necessary f or the corporation and maintenance expenses of a routine or minor nature that do not require resort to the Reserve Fund for Common Elements. Funds for the Reserve Fund for Insurance Premiums and the Reserve Fund for Common Elements will normally be deposited in the Working Capital Fund and checks immediately issued to the other fund so an overall account of the funds received and disbursed by the Association is centralized in the check register of the Working Capital Fund account.
Section 6.3 Reserve Fund for Common Elements. The Association shall maintain a fund which shall be known as the “Reserve Fund for Common Elements.” The Treasurer shall deposit to this reserve account amounts reasonably anticipated to be required for the periodic maintenance, repair, and replacement of the Common Elements.
Section 6.4 Combination and Deposit or Investment of Funds. All funds of the Association shall be kept in accounts or deposits that are insured by agencies of the United States, or in investments in U.S. Treasury bills, notes, bonds and other obligations issued by the U.S. Government or its agencies. The funds of the Association shall not be commingled with the funds of any other association or with the funds of any manager of the Association. The reserve funds may be combined in one or more savings accounts, certificates of deposit, or other accounts or deposits.
ARTICLE 7. ASSESSMENTS.
Section 7.1 Notice. The Board shall notify each Owner in writing of the amount of the annual and special assessments to be paid for the Owner’s Lot(s) and shall furnish copies of all budgets and the Common Expense Liability allocations which apply to the Lot(s), on which the annual and special assessments are based. The Board shall furnish the same information to an Owner’’ mortgagee if so requested.
Section 7.2 Annual Assessments. On or before the first day of each new year each Owner shall pay or cause to be paid to the treasurer or designated agent of the Corporation all assessments against the Lot(s) for that year. Any assessment not paid by the first day of the 10th day of the new year for which it is due shall be delinquent and subject to late charges, interest charges and collection procedures. The Board may raise the annual assessment by no more than the greater of: (a) the rate of the latest twelve month’s Consumer Price Index for All Urban Consumers (CPI-U) as of the date of adoption of the annual proposed budget; or (b) five percent (5%).
Section 7.3 Special Assessments. For those Common expenses which cannot reasonably be calculated and paid on a yearly basis, the Board may levy a special assessment for such expenses against the Lots, subject to a majority affirmative vote of the members or their voting representatives in attendance at the annual or special meeting of the members or, at the Board’s discretion, as provided for in Section 1.6, a vote of the entire membership by mail or email.
ARTICLE 8. KEEPING RECORDS AND REPORTS.
The Board shall cause to be kept complete, detailed and accurate books and records of the receipts and expenditures of the Association, in a form that complies with generally accepted accounting principles. The books and records, authorizations for payment of expenditures, and all contracts, documents, papers, 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 offices of the association or its managing agent. The Association shall not release any telephone number of any Owner. The Association may impose and collect a reasonable charge for copies and any reasonable costs incurred by the Association in providing access to records.
ARTICLE 9. AMENDMENTS.
The Association may adopt and amend the bylaws, rules and regulations; adopt and amend budgets for revenues, expenditures and reserves, and impose and collect assessment for common expenses from owners. A majority of the members of the Board may cause a proposed amendment to be submitted to the members of the Association for their consideration. If an amendment is proposed by Owners with 20% or more of the votes in the Association, then, irrespective of whether the Board concurs in the proposed amendment, it shall be submitted to the members of the Association for their consideration at their next regular or special meeting for which timely notice must be given. Notice of a meeting at which an amendment is to be considered shall include the text of the proposed amendment.
ARTICLE 10. DISSOLUTION.
The Association may dissolve the corporation by an affirmative vote of 100% of the votes in the Association. In the event of a dissolution of the corporation, each person who is then a member shall, for each lot then owned by him, receive his pro rata share (a per lot basis) of the assets, after all its debts have been paid.
The foregoing Amended and Restated Bylaws were adopted on 4th day of December, 2023 at the meeting of the Board of Directors and adopted by the membership on January 8, 2024.