REVISED AND AMENDED BY-LAWS OF HILLTOP COMMUNITY, INC.
Adopted February 28, 2010
ARTICLE I Shared Values
Hilltop Community is a collaborative residential park whose intent and purpose are set forth in its original 1949 prospectus. The community and its members are governed by Hilltop's recorded covenants, Articles of Incorporation, By-Laws, Site Plan procedures, and the intent and purpose set forth in the prospectus.
The Hilltop founders held certain ideals. They believed that homes should be built for informal comfortable living rather than ostentatious display, that the approach to building should be imaginative and creative rather than inflexible and imitative. The attitude of the group was essentially one of cooperation, and they believed that cooperative procedures should be applied to the overall planning of the site and to the designing of individual houses to achieve a unity of the whole. In this cooperative approach, they dedicated about one-quarter of Hilltops’ acreage to land owned in common, to be used for playgrounds, park areas and a surrounding greenbelt. Hilltop’s founders believed that many of the problems of the community could be solved effectively by cooperation. The spirit of the founder group was one of tolerance and democracy. These ideals and this spirit have continued for over fifty years and continue today.
Hilltop was designed and continues to have a 1950s contemporary character adapted to its site. The achievement of design compatibility and a harmonious relationship among individual houses is considered an important factor, as are the magnificent views and natural setting enjoyed by each home site. We preserve open space on our home sites and avoid houses that dominate their sites. Traditional style homes are not compatible with the character of the development. There are no price limitations, but designs for each home must be approved by the Site Plan Committee.
Our Site Plan Committee, which reviews and approves building plans, takes into account all these factors from the viewpoint of community harmony. Each home site, each homeowner, and each situation is considered thoughtfully with discussion and involvement of the community member homeowner, the nearest neighbors, and the community. By this process, the needs of the individual are incorporated into the overall picture.
By living collaboratively, our community has survived and adapted over the 50 years since its founding. Our greatest strength lies in our community processes and our ability to work together. We govern ourselves with consideration for our neighbors and our community. Our processes for working out differences call for honest and respectful discussion and a willingness to work together toward consensus. We rely on these processes rather than rigid rules and regulations, to protect our homes, our community and our collaborative way of life.
ARTICLE II Membership
Section 1. This corporation has been organized to establish and maintain a planned residential community in King County, Washington, for the mutual benefit, convenience and welfare of its members, who will own individual homes or home sites therein. Membership in this corporation shall be limited to family units who either own their home in this corporation's residential community, or shall acquire a home site therein with the good faith intention of constructing their home thereon. A "family unit" as used herein may be composed of one or more individuals, related by ties of blood or marriage, or otherwise, residing or intending to reside together in one dwelling in the corporation's residential community. The words "member" and "applicant for membership," whenever used herein, shall be construed to include all of the individuals comprising a family unit.
Section 2. There shall be issued no more than one membership for each residential tract or home site included within the plat of the corporation's community development. No member shall own or have an interest in more than one membership at any one time, notwithstanding that such member may own or have an interest in more than one such tract or home site. A family unit shall collectively be issued but one membership in the corporation. The interest of each member shall be equal to that of any other, and no member shall have any greater voice, vote or authority in the affairs of the corporation than that of any other member.
Section 3. Membership in this corporation may be sold or transferred only in connection with the sale of or transfer of legal title to the home site or residential tract of any member in the corporation's community development. Upon the sale of or transfer of legal title to the home site or residential tract of any member in the corporation's community development, the membership in this corporation of such member shall automatically pass to such purchaser or transferee; PROVIDED, HOWEVER, that if a member shall own or have an interest in more than one residential tract or home site in the corporation's community development, and if such member shall sell or transfer legal title to one or more of such residential tracts or home sites while retaining legal title to one or more of such residential tracts or home sites, each separate purchaser or transferee shall automatically acquire membership in this corporation; PROVIDED FURTHER, HOWEVER, that such purchaser or transferee shall acquire the rights and privileges of a member of this corporation only when such purchaser or transferee shall have assumed all the assessments and paid all of the other obligations owed by the selling member to the corporation as of the date of such sale or transfer with respect to the tract or home site so sold or transferred.
Section 4. Upon the death of any member, the membership in the corporation of such member shall automatically pass to the devisees or heirs who shall inherit the deceased member's real property in the corporation's community.
Section 5. The original group of family units who have pioneered in the creation of the corporation's community development, and have participated in the organization of this corporation, although they may not appear in the Articles of Incorporation as incorporators thereof, shall be charter members of the corporation.
ARTICLE III Meetings
Section 1. The annual meeting of the members shall be held in November in King County, Washington, at a convenient time and place as determined by the Board of Trustees. The Secretary shall mail or deliver to each member written notice of the time and place of such meeting at least two weeks prior to the time appointed therefore. Notice mailed to the last address given the Secretary of the corporation by any member shall be sufficient. If for any reason the annual meeting of members shall not be held on the date hereinbefore designated, a delayed annual meeting may be called and held upon the giving of like notice thereof.
Section 2. Special meetings of members may be called at any time by the President, a majority of the Board of Trustees, or not less than ten percent of the members of the corporation, to be held at a convenient place in King County, Washington. Upon receipt of a request in writing setting forth the purpose of such proposed special meeting signed by the President, or a majority of the board of Trustees, or not less than ten percent of the members of the corporation, the Secretary shall fix a time and place for such meeting, not less than ten nor more than thirty days after the receipt of such request, and shall cause written notice thereof, setting forth the time, place and purpose of the meeting, to be given each member by personal delivery or by mailing to the last address given the Secretary of the corporation, at least fourteen and not more than sixty days prior to the time fixed for such meeting; and if the Secretary shall neglect or refuse to issue such call, the President, Trustees or members making the request may do so. A special meeting of the members may be held at any time without notice when all of the members are present in person or by proxy and consent to the holding thereof.
Section 3. The presence in person of one-third of all members of the corporation shall constitute a quorum for the transaction of business at any meeting of the members. Each member of this corporation shall be entitled to one vote in person or by proxy upon each subject properly submitted to vote. Each family unit holding a membership in the corporation comprised of more than one individual shall agree upon and designate in writing one of the individuals composing the unit, who shall be authorized to cast the ballot or sign a proxy for such unit. Proxies shall be signed and filed with the Secretary of the corporation prior to the opening, of any meeting at which they are voted. Proxies shall be effective only for the meeting at which filed, unless by their express terms they are given a longer duration.
ARTICLE IV Trustees
Section 1. Subject to the limitation contained in Article VI hereof, the business, property and affairs of this corporation shall be managed by a Board of Trustees composed of seven members. Trustees must be individuals belonging to a family unit which is a member of this corporation. No more than one Trustee shall be elected from one family unit at any one time. Each Trustee shall be elected to serve until the next annual meeting and until a successor shall be elected and qualified, subject, however, to the right of the members to remove a Trustee by a simple majority vote of the members casting ballots at any special meeting of the members called for that purpose.
Section 2. Vacancies in the Board of Trustees shall by filled by appointment made by a majority of the remaining Trustees. Each person so appointed to fill a vacancy shall remain a Trustee until a successor has been elected by the members, who will make such election at the next annual meeting, or at any special meeting duly called for that purpose and held prior thereto.
Section 3. The annual meeting of the Board of Trustees shall be held within thirty days following the adjournment of the annual meeting of the members.
Section 4. Meetings of the Board of Trustees other than the annual meeting may be called at any convenient time and place by the President, or a majority of the Board of Trustees. The Secretary shall give written or verbal notice of the time and place of any special meeting at least one day prior to the time fixed therefore, and notice by telephone shall be sufficient.
Section 5. A majority of the Board of Trustees shall be necessary to constitute a quorum for the transaction of business. The presence of any Trustee at a Trustees' meeting shall constitute waiver of notice of such meeting on the part of said Trustee. The Board of Trustees shall keep minutes of all actions taken by the Board of Trustees, which shall be available to all members. Whenever all of the Trustees shall severally or collectively consent in writing to any action to be taken by the corporation, such action shall be as valid as though it had been authorized at a meeting of the Board of Trustees.
ARTICLE V Officers
Section 1. The officers of this corporation shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom must be Trustees of the corporation and individuals belonging to a family unit which is a member of this corporation. They shall be elected by the members at their annual meeting, to serve until the next annual meeting and until their successors are elected and qualified, subject to the right of the members to remove any officer by a simple majority vote of the members casting ballots at any special meeting of the members called for that purpose.
Section 2. Vacancies in any office shall be filled by appointment of a majority of the Board of Trustees. Each person so appointed shall hold the office to which appointed until a successor has been elected by the members, who may make such election at their next annual meeting, or at any special meeting duly called for that purpose.
Section 3. The President shall be the chief executive officer of the corporation. The President shall preside at all meetings of the Board of Trustees and of the members of the corporation. Subject to the limitation contained in Article VII hereof, the President shall have general and active management of the business and affairs of the corporation, subject at all times to control by the Board of Trustees, and shall see that all orders and resolutions of the Board of Trustees are carried into effect. The President shall be ex officio a member of all standing committees and shall have the general powers and duties of supervision and management usually incident to the office of President of a corporation, or as may be required by the Board of Trustees.
Section 4. The Vice-President shall in the absence or incapacity of the President perform the duties of that officer and all such other duties as may be required by the President or the Board of Trustees.
Section 5. The Secretary of the corporation shall attend and keep minutes of all meetings of the Board of Trustees, and of the members, which minutes shall be preserved in the corporation's minute book. The Secretary shall attend to the giving and serving of all notices of the corporation, shall be custodian of the corporation's record books, and shall perform all such other duties as are usually incident to the office of the Secretary of a corporation, and as may be required by the President or the Board of Trustees.
Section 6. The Treasurer shall receive and disburse the funds of the corporation, shall keep regular books of account, shall submit such books, together with all of the Treasurer's other records and papers, to the Board of Trustees or to the members at any meeting when required to do so, and shall perform all such other duties as are usually incident to the office of Treasurer of a corporation, or as may be required by the President or the Board of Trustees.
Section 7. The corporation may obtain a liability insurance policy for the errors and omissions of the corporation's Trustees while in office. The corporation shall defend and indemnify Trustees to the full extent allowed by law except there shall be no indemnification for intentional misconduct or a knowing violation of law.
ARTICLE VI Execution of Instruments
Section 1. All checks, drafts or orders for payment of money shall be signed in the name of the corporation, by such officers as the Board of Trustees shall from time to time designate for that purpose.
Section 2. When the execution of any contract, conveyance or other instrument has been authorized without specifying the executing officers, the President and Secretary may execute the same in the name and on behalf of the corporation. The Board of Trustees shall, however, have power to designate the officers and agents who shall have authority to execute any instrument on behalf of the corporation.
ARTICLE VII Limitation on Authority of Trustees and Officers
Section 1. The Board of Trustees and officers of this corporation shall have no authority to sell, convey, assign or transfer any real or personal property or other assets belonging to the corporation without first having been authorized to do so by the affirmative vote of not less than two-thirds of the total membership of the corporation voting by secret ballot at any annual meeting or special meeting duly called for that purpose. Neither shall the Board of Trustees and officers of this corporation have any authority to make any purchase or incur any obligation on behalf of the corporation in an amount of more than One Thousand Dollars, without a similar authority from the members.
Section 2. No officer of the corporation shall, by virtue of such office, be entitled to any salary or compensation unless the same be first fixed by the membership.
ARTICLE VIII Assessments
Section 1. For the purpose of raising funds necessary to accomplish any of the objects or purposes for which this corporation was created, or to pay taxes or assessments levied by any public bodies, or for the administration, protection and maintenance of the corporation's residential community, each and every tract, lot or home site, without regard to its value or front footage, shall be subject to an equal and uniform assessment or assessments, as may be determined and levied from time to time.
Within thirty days after adoption by the Board of Trustees of the proposed budget and assessment, the Board of Trustees shall set a date for a meeting of the members to consider approval of the budget not less than fourteen nor more than thirty days after personal delivery or mailing of the notice. Such notice must include a copy of the proposed budget. Unless at that meeting a vote of a majority of the total membership of the corporation by secret ballot rejects the budget, the budget is approved, whether or not a quorum is present. In the event the proposed budget is rejected or the required notice is not given, the periodic budget last approved by the members shall be continued until such time as the members approve a subsequent budget proposed by the Board of Trustees.
Section 2. The plat of the corporation's residential community contains forty individual tracts or home sites and it is contemplated that the membership of the corporation has forty members, each of whom will own a home or home site in the community and will have contributed equally, by way of assessment, to the cost of developing and maintaining the corporation's community and constructing the roads, utilities and other improvements installed to serve the same.
Section 3. The Secretary shall give each member written notice of every assessment levied against such member, by personal delivery or by mailing to the last address furnished by such member to the Secretary, and each member shall pay the amount of such assessment to the corporation within thirty days after notice of such levy has been delivered or mailed to such member. The amount of such assessment, together with all expenses, attorneys' fees and costs reasonably incurred in enforcing the same, shall become a lien upon the real property owned by the assessed member within the corporation's residential community, with relative priority as of the date of the assessment thereof, and shall be enforceable by foreclosure proceedings in the manner now or hereafter provided by law for the foreclosure of mortgages upon land. Title to real property in the corporation's residential community, acquired under or by this Article, shall, nevertheless, remain subject to all of the restrictions, covenants and conditions imposed upon said land by deed from the corporation.
Section 4. All deeds from the corporation to its members conveying tracts or home sites in the corporation's residential community shall provide that the property conveyed is subject to assessments which may be levied against it by the corporation from time to time, pursuant to the provisions of these By-Laws and Amendments thereto.
Section 5. The Board of Trustees may call additional meetings prior to the meeting of the members required by Section 1. At such meetings, the committee budget proposals of the various committees shall be discussed and reviewed by the community, prior to the adoption of the budget by the Board.
ARTICLE IX Restrictions and Conditions
Section 1. No tract or home site in the corporation's residential community development shall be subdivided or sold or resold except as one unit.
Section 2. All tracts or home sites in the corporation's residential community development shall be restricted to R-1 Residence District use, governed by and subject to restrictions, rules and regulations of King County, Washington Zoning Resolutions No. 6494 and subsequent changes thereto by official resolution of King County, Washington. No tract or home site in the corporation's residential community development shall ever be sold for the purpose of, or used or occupied as an industrial establishment or commercial establishment dealing with the general public.
Section 3. No construction or alteration of any building or structure upon any tract or home site in the corporation's residential community development shall be commenced or undertaken until the location, plans and specifications therefore shall have been submitted to, and approved by, the Site Plan Committee duly designated by the Board of Trustees. The Site Plan Committee shall have power to direct the removal of trees, shrubs or landscaping on any home site which may, in the opinion of the committee, interfere with the view from any dwelling or any other home site.
Section 4. Animals which in the opinion of the Board of Trustees of the corporation may constitute a nuisance shall not be kept or maintained on any tract included within the corporation's residential community development.
Section 5. Prior to the erection of a dwelling thereon, no tract or home site within the corporation's residential community development shall be sold or conveyed to any third party, unless and until the owner thereof shall have first tendered to the corporation in writing the exclusive right and option, for a period of thirty days, to repurchase said tract or home site at a price equal to the sum for which the corporation originally sold the same, plus any sum reasonably expended upon the clearing, grading, or other improvement thereof, and the corporation shall have failed or refused to exercise said option during said thirty day period.
Section 6. The conditions and restrictions contained in this Article shall be included in all deeds from the corporation to its members, conveying tracts or home sites within the corporation's residential community development, as covenants and restrictions running with the land, binding upon the grantee and the grantee's heirs, personal representatives and assigns.
ARTICLE X Site Plan Committee Policy
Section 1. A Site Plan Committee (the "Committee") consisting of no less than five members who reasonably represent the community with reference to landscaping and view control shall be appointed by the Board of Directors each year. In addition to its functions described elsewhere in the By-Laws, the Committee shall make plans for the development of the total environment of the community, including landscaping and view control.
Section 2. The Committee shall maintain for its general guidance a Landscape and View Reference Map. It shall consult with members of the community and shall from time to time make recommendations to the community, with reference to landscaping and view control.
Section 3. There shall be no removal, thinning or trimming of or other action with reference to, trees, shrubs or landscaping on any community lands by any individual member or group of members without the advance approval of the Committee.
Section 4. The Committee shall have authority upon written petition by a member or members of the community (1) to direct the removal, thinning or trimming of or other action with reference to, trees, shrubs or landscaping on community lands, in order to expose important views, all costs of the work including clean up or physical damage to property to be paid by the petitioner or petitioners, all pursuant to a written contract with the petitioner or petitioners which shall provide that if the removal of slash and wood has not been completed to the satisfaction of the Committee within 90 days after the cutting, trimming or other action, the Committee may contract for completion of the removal at the expense of petitioner or petitioners; (2) to identify and direct the preservation or planting of certain trees, shrubs or landscaping on community lands. The Committee shall also have authority, acting upon its own volition, or upon recommendation by a committee of the community, to take the action described in this paragraph at community expense.
Section 5. The Committee shall identify and recommend the preservation of certain trees, shrubs or landscaping on any home-site, and shall provide advice and recommendations to members as to the types of plantings which will be compatible with natural surroundings, and the locations thereof which will not tend to block important views.
Section 6. The Committee shall have the authority upon written petition by a member or members of the community (which petition shall be filed only after individual members have failed to agree to a mutually acceptable program) to direct the removal, thinning or trimming of or other action with reference to, trees, shrubs or landscaping on any home site in order to expose important views, all costs of the work including clean up or physical damage to property to be paid by the petitioner or petitioners or as mutually agreed between the interested parties.
Section 7. All members of the community shall be given notice and the opportunity to be heard by the Committee, orally or in writing, before the Committee makes any decision based upon a petition filed pursuant to this policy. Before it makes any such decision the Committee shall use its best efforts to mediate and settle any disagreements between members of the community on an amicable basis.
ARTICLE XI Site Plan Committee Procedures
Section 1. Landscape and View Reference Map. The maintenance of the View Map shall be the responsibility of the Committee. The Committee will determine at the outset the most recent complete Landscape and View Reference Map ("View Map") for the community. That View Map, as subsequently amended, shall serve as a guideline for the Committee. The original View Map shall be kept in the physical possession of the chairperson of the Committee, and shall be the operative document. The View Map shall be endorsed yearly by the outgoing chairperson of the Committee for use in the next year. The View Map serves two functions:
1.1 To show the consensus of the community as to available views to each home site, as a means to protect those views; and
1.2 To reflect the clearing work done in community lands, so as to reflect the continuing community obligation to maintain those cleared areas in the community lands.
Any member of the community may petition the Committee for changes to the View Map. The Committee shall review every such petition, and vote on the advisability of such petition. If that petition is approved by the Committee, the Committee shall make recommendations to the community involving specific changes to the View Map. All such changes must be adopted by twenty-one voting members of the community, whether present or present by proxy, at any community meeting called for the purpose of amending the View Map.
Changes in the View Map by the Committee under Sections 2 and 3 below shall be adopted under procedures contained therein.
Section 2. Actions on Community Land. All actions by the Committee with reference to trees, shrubs, or landscaping on community lands shall follow this procedure:
2.1 A petition by any member shall be presented to the Committee for action. A brief written notice shall be distributed to all mailboxes of members, with copies of each petition on the agenda items, and the place, time, and date of the meeting, referring generally to the actions on community lands which are contemplated. If any members live outside the community, the Committee shall forward notice of each such meeting to those absentee owners by mail. This notice shall be distributed or mailed no less than five (5) days prior to the Committee meeting.
2.2 All members may be heard by the Committee, either orally or in writing, at the scheduled meeting.
2.3 Based upon this hearing, the Committee shall determine what, if any, action is necessary on the pending petition. If action is deemed necessary, action may be approved within the scope of the petition submitted, and a definition of the scope of work to be done shall be specifically approved by the Committee. In all cases, the petitioner shall pay for the cutting and clearing of cut material. Any plantings deemed necessary by the Committee on community lands shall be paid for by the community, in accordance with a plan approved by the Committee. A written contract signed by the petitioner shall be obtained upon approval of the proposed action.
2.4 Upon removal of any trees, the View Map shall be updated, designating the areas cleared and the maximum height of growth in that area.
2.5 Thereafter, the community shall maintain, within the limits of its resources and budget, the areas which have been cleared.
2.6 Petitioner may cut subsequent growth from trees previously cut with permission of the Committee, without having to re-petition the Committee.
Section 3. Actions on Private Lands.
3.1 Under terms of the recorded covenants which run with each lot in the community, the Committee has the legal authority to "direct the removal of any trees, shrubs, or landscaping on any tract or home site which may in the opinion of the Committee interfere with the view from any dwelling or any other tract or home site." As stated in Article X, any member may, by written petition, seek the removal, thinning, or trimming of trees or landscaping on any home site. The Committee will follow the following procedures in such cases as set forth in Paragraph 3.3 below.
3.2 The recorded covenants also state "no construction or alteration of any building or structure upon any tract or home site shall be commenced or undertaken until the location, plans and specifications therefore shall have been submitted to, and approved in writing by the Site Plan Committee duly appointed by the Board of Trustees." In dealing with approval of any such construction or alteration, the Committee will follow hearings procedures set forth in paragraph 3.3 below, as applicable.
3.3 The Committee shall conduct hearings under the following rules. In the case of actions under paragraph 3.1 above, the petitioner shall be the person who is seeking action on private land, while the respondent shall be the owner of that private land affected. In the case of actions under paragraph 3.2 above, the petitioner shall be the person seeking approval of construction or alteration on his/her residence. The respondents in that case shall be the owners of those lots directly affected, in the judgment of the Committee, including those lots immediately contiguous to the lot of petitioner.
3.3.1 The Committee shall first seek to mediate any disagreement between members.
3.3.2 Failing efforts to mediate, upon written receipt of such a petition seeking removal or trimming of private trees or landscaping, or upon written receipt of proposed plans and specifications for construction or alteration, the Committee shall provide written notice of a hearing on the petition to all members of the community at least ten (10) days before the hearing. Written notice shall be sufficient if delivered to the mailbox of each house in the community. For owners who live outside the community, written notice shall be mailed at least ten (10) days before the hearing. Notice shall be personally served on an adult member residing in the homes of petitioner and respondent(s).
3.3.3 The chairperson of the Committee shall serve as presiding officer at the hearing. At least five (5) members of the Committee must be in attendance.
3.3.4 The petitioner shall have the burden of proof to show the proposed action is necessary. The hearing will not be conducted according to technical rules of evidence. Any relevant, material and reliable evidence shall be considered. Documentary evidence may be received in the form of copies, if the originals are not readily available.
3.3.5 Every member shall have the right to present evidence at any such hearing. The Committee may impose reasonable limitations on the nature and length of their testimony in order to expedite the hearing. Time limitations may be imposed.
3.3.6 The Committee will conduct an on-site inspection, if at all possible, either before or after a hearing, prior to making its decision. However, failure to inspect a site will not void this decision.
3.3.7 The Committee may reopen proceedings on its own motion, for good cause. If the Committee determines that there is good cause to continue the hearing, and specifies the date, time and place the hearing will be reconvened, no further notice is required.
3.3.8 Within ten (10) working days after closing of the hearing, the Committee shall vote on the petition and determine what action, if any, is appropriate. The Committee shall attempt to balance the interest of the petitioner and respondent, and the overriding interest of the community in reaching its decision. The Committee may reach one of the following decisions:
18.104.22.168 The petition shall be denied;
22.214.171.124 The petition shall be granted; or
126.96.36.199 The petition shall be granted, in whole or in part, and subject to certain conditions which shall be met, by petitioner. In the case of action under 3.1 above, those conditions may include replanting on respondent's property, partial trimming or removal of trees or landscaping, or other mitigating conditions designed to reach a fair and just decision. All affirmative actions approved by the Committee will require petitioner to pay the costs of cutting and removal of such trees or landscaping. After that cutting and removal, the respondent shall have the affirmative continuing obligation to maintain those areas within the parameters of the View Map, as amended by this Committee decision.
3.3.9 After rendering its decision, if that decision involves approval in whole or in part of the petition, petitioner shall have six months to complete all aspects of the approved action, and to meet all conditions attached to that action. If petitioner elects not to complete the approved project within six months, petitioner shall lose all rights to enforce this particular Committee approval.
3.3.10 Once the petitioner has completed the approved Committee action, the View Map shall be changed accordingly, noting the areas affected, and in the case of landscaping changes, noting the respondent's continuing affirmative duty to maintain those areas.
3.3.11 Committee decisions shall be enforceable in accordance with the recorded covenants. All Committee decisions shall be binding on the owners of each property, together with their successors, heirs, and/or assigns. The Committee or petitioner may, if necessary, elect to seek specific enforcement of its actions in King County Superior Court.
Section 4. These procedures may be amended or changed by a majority vote of all members of the community at a meeting convened for that purpose.
ARTICLE XII Rules
Section 1. The rules contained in Robert's Rule of Order shall govern the meetings and proceedings of the corporation in all cases where they are not inconsistent with the Articles of Incorporation and By-Laws thereof.
ARTICLE XIII Amendments
Section 1. These By-Laws may be amended by the members of the corporation at any annual meeting,-or a special meeting duly called for that purpose, by the affirmative vote, either in person or by proxy, of two-thirds of the total membership of the corporation, but not otherwise; PROVIDED, HOWEVER, that these By-Laws shall not be amended in any manner so as to prevent the automatic acquisition of membership in this corporation by a purchaser or transferee purchasing or acquiring from a member of this corporation legal title to a home site or residential tract in the corporation's community development.
ARTICLE XIV Execution of By-Laws
Section 1. The provisions of these By-Laws, as originally adopted or subsequently amended, shall constitute an agreement between the members, each with the others, and between each member and the corporation.
ARTICLE XV Electronic Notice
Section 1. Whenever notice is required to be mailed or delivered to members (in their capacity as members, trustees, officers or committee members) pursuant to any article of these By-Laws, in addition to the methods of delivery specified in such article, notice may, but is not required to, be delivered electronically to those members who have consented as set forth below to receive electronically transmitted notices.
Section 2. Consent must be provided to the Secretary of the Corporation in a writing on paper that sets forth the following:
2.1 The name of the member. If only one member of a family unit (as defined Section 1 of Article 2) is designated, electronic notice to such members shall be deemed notice to the family unit.
2.2 The email address of such member.
2.3 The date.
2.4 The signature of such member and a statement consenting to receive notice by delivery of email to such address.
Section 3. The member who has consented to receive notices by email may revoke the consent by delivery of a revocation to the Secretary of the Corporation in writing on paper.
Section 4. The consent of any member is revoked if the Secretary or any committee chair or other officer of the Corporation is unable to electronically transmit two consecutive notices and this inability becomes known to the person giving the notice. The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action.
These Revised And Amended By-Laws Of Hilltop Community, Inc. were adopted by the members of the community on February 28, 2010.