BYLAWS
of
SURFSIDE HOMEOWNERS ASSOCIATION
(Amended 5/10/86)

ARTICLE I
Purposes
Section 1. This corporation shall be conducted as a non-profit maintenance corporation for
the purposes set forth in the Articles of Incorporation for use and maintenance as a
community facility, of the following described real property situate in Pacific County,
Washington.
(As parcels are platted and dedicated as community facilities, their legal descriptions shall
be appended hereto as additional appendices by the board of trustees, whose act in so
doing shall automatically incorporate such additional appendices herein.)
Section 2. The corporation shall have the power to levy and collect assessments against
its members and against the tracts owned or purchased by them for the purposes in its
Articles of Incorporation and Bylaws set forth, and to sell or forfeit their interest in the
corporation for default with respect to any lawful provisions of said Articles of Incorporation
and Bylaws and upon forfeiture of any such property as by law and in the Bylaws provided
may transfer the membership of such defaulting member.
Section 3. The purposes for which this corporation was created may be altered, modified,
enlarged, or diminished by the vote of two-thirds of the members at a meting duly called for
such purpose, notice of which meeting shall be given in the manner provided by the Bylaws
of giving of notice for the election of trustees.
ARTICLE II
Membership
Section 1. The membership of the corporation shall consist of the incorporators, owners or
purchasers of one or more tracts at Surfside Estates and other persons, all as approved by
the board of trustees or its membership committee. Ownership of a tract at Surfside
Estates is not a condition precedent to membership; however, no tract may be purchased
at Surfside Estates without becoming an approved member of this corporation. No person
or purchaser of tracts shall have more than one membership regardless of the number of
tracts so owned or purchased, and the interest of each member shall be equal to that of
any other member, and no member can acquire any interest which shall entitle him to any
greater voice, vote or authority in the corporation than any other member. If any tract or
tracts are held by two or more persons, the several owners of such interest shall be entitled
collectively to cast one vote.
Section 2. No membership shall be voted unless such member has paid the initiation fee
as set by the board of trustees and unless all dues and assessments are currently paid.
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Section 3. As to memberships of owners or purchasers of tracts at Surfside Estates,
memberships and certificates of membership evidencing the same shall be inseparably
appurtenant to tracts owned by the members, and upon transfer of ownership, or contract
of sale, of any such tracts, membership or certificates of membership shall ipso facto be
deemed to be transferred to the contract purchaser. No membership or certificates of
membership may be transferred, assigned, or in any manner conveyed, other than in the
manner hereinbefore set forth. In the event of the death of a member, the membership
and certificates of membership of such member shall be and become the property of the
personal representative of such deceased member upon the appointment and qualification
as such in a judicial proceeding and such personal representative shall have all of the
rights, privileges and liabilities of the deceased member until title shall be transferred or
contracted to be transferred.
Section 4. No membership shall be forfeited nor any member expelled except upon
foreclosure for non-payment of dues or assessments, and as to members owning tracts at
Surfside Estates, no member may withdraw, except upon transfer of title to the real
property to which his membership is appurtenant, as elsewhere herein provided. No
compensation shall be paid by the corporation upon any transfer of membership and no
member whose membership is transferred shall be entitled to share or participate in any of
the property or assets of the corporation.
ARTICLE III
Dissolution
In the event of the dissolution of the corporation each person who is then a member shall
receive his pro rata proportion of the property and assets after all of its debts have been
paid.
ARTICLE IV
Trustees and Officers
Section 1. Corporate powers of the corporation shall be vested in a board of trustees. The
number of trustees who shall manage the affairs of the corporation shall be six. At any
meeting or special meeting called therefor the members may increase or decrease the
number of trustees to any number not more than nine or less than three.
Section 2. Trustees shall be elected to serve for a term of three (3) years; Three (3)
Trustees shall be elected each year; and each shall hold office until a successor is elected:
Staggered terms of office for Trustees shall be implemented beginning with the July 1986
Annual Meeting.
Section 3. Each trustee shall be an incorporator or a member who shall not have lost his
right to vote by reason of having disposed of land to which his membership is appurtenant.
Section 4. In the event a trustee, other than an incorporator, ceases to be the owner of the
land to which his membership is appurtenant, or of a contract for the purchase thereof, he
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shall thereby cease to be a trustee and his office shall become vacant upon written
notification without action other than to spread such fact upon the minutes of the board of
trustees.
Section 5. At the first meeting of the board of trustees after each annual meeting of the
members, the board of trustees shall elect a president, vice-president, secretary and
treasurer. The board may also at any time appoint an executive secretary and/or assistant
secretary and/or assistant treasurer. Officers of the corporation so elected shall hold office
for the term of one year and until their successors are elected and qualified. Any officer
may be suspended or removed by a majority vote of all of the trustees.
Section 6. No trustee or officer, except the executive secretary and/or the assistant
secretary and/or the assistant treasurer shall receive any salary or compensation from the
corporation.
Section 7. Any vacancy occurring in the board of trustees shall be filled by appointment by
a majority of the remaining trustees. The person so appointed shall hold office until the
next annual meeting of the members of the corporation, at which annual or adjourned
annual meeting, the vacancies for the remainder of the original terms, if any, shall be filled
by election by the members in the regular manner.
ARTICLE V
Meetings
Section 1. Annual meetings of the members of the corporation shall be held at the
principal place of business of the corporation or at such other place as the board of
trustees may elect. The annual meetings shall be held on the second Saturday of July of
each year at 10 o’clock A.M. Notice thereof shall be given by the secretary by mailing
notice to each member not less than ten days prior to the date of the meeting.
Section 2. Special meetings of the members may be called at any time by the president or
a majority of the board of trustees or by members representing twenty per cent of the tracts
within the jurisdiction of the corporation. Notice of a special meeting, stating the object
thereof, shall be given by the secretary by mailing such notice to each member not less
than five days prior to the date on which such meeting is to be held.
Section 3. At all annual and special meetings of the members, ten per cent of all of the
members of the corporation shall constitute a quorum for the transaction of business.
Each member shall be entitled to one vote.
Section 4. Special meetings of the board of trustees shall be called at any time by the
secretary on order of the president or of a majority of the board of trustees. The secretary
shall give each trustee notice, personally, verbally, by mail or by telephone, of all regular
and special meetings at least one day previous thereto.
Section 5. A member may exercise his right to vote by proxy. Trustees may not vote by
proxy. Any member or trustee may waive notice of any meeting at any time.
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ARTICLE VI
Powers and Duties of Trustees
Section 1. Subject to limitations in the Articles of Incorporation and the Bylaws and the
laws of the State of Washington, all powers of the corporation shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be controlled
by, the board of trustees. Without prejudice to such general powers, and subject to the
same limitations, it is hereby expressly declared that the trustees shall have the following
powers;
Section 2. To select and remove all the other officers, agents and employees of the
corporation, prescribe such powers and duties for them as may not be inconsistent with
law, with the Articles of Incorporation or the Bylaws, fix their compensation and require
from them security for faithful service.
Section 3. To conduct, manage and control the affairs and business of the corporation,
and to make such rules and regulations therefor not inconsistent with law, with the Articles
of Incorporation or the Bylaws, as they may deem best.
Section 4. To issue certificates of membership to approved members in good standing
who have paid the initiation fee either in cash or by contract as set by the trustees, subject
to such conditions or terms as provided in the Articles of Incorporation and the Bylaws.
Section 5. To charge and/or assess the several parcels of land and the owners thereof as
hereinbefore more particularly set forth.
Section 6. To cause to be kept a complete record of all minutes and acts and to present a
full statement to the regular annual meeting of members showing in detail the condition of
the affairs of the corporation.
Section 7. It shall be the duty of the board of trustees to appoint an Architectural
Committee as contemplated by the “Surfside Estates, Restrictive Covenants,” to provide
for the enforcement of said covenants, and to appoint replacement and additional
members to said Architectural Committee as may be necessary from time to time. The
board of trustees shall also have the power to adopt, amend and revise existing or
additional restrictive covenants from time to time which shall be applicable to all club
members and all property within Surfside Estates.
ARTICLE VII
Duties of Officers
Section 1. President. The President shall preside at all meetings of the trustees and
members; he shall sign as President all certificates of membership and all contracts or
other instruments in writing authorized by the board of trustees; he shall call special
meetings of the trustees or of the members whenever he deems it necessary; he shall
have and exercise under the direction of the board of trustees the general supervision of
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the affairs of the corporation.
Section 2. Vice-President. The Vice-President shall preside at all meetings in the absence
of the President, and in case of the absence or disability of the President shall perform all
other duties of the President which are incidental to his office.
Section 3. Secretary. The Secretary shall issue all notices and shall attend and keep the
minutes of all meetings; he shall have charge of all corporate books, records and papers;
he shall be custodian of the corporate seal, shall attest his signature and impress with the
corporate seal all written contracts of the corporation, and shall perform all such other
duties as are incidental to his office.
Section 4. Treasurer. The Treasurer shall keep safely all moneys and securities of the
corporation and disburse the same under the direction of the board of trustees. He shall
cause to be deposited all funds of the corporation in a bank selected by the trustees. At
each annual meeting of the members, and at any time directed by the trustees, he shall
issue and present a full statement showing in detail the condition of the affairs of the
corporation.
Section 5. The executive secretary and/or assistant secretary and/or assistant treasurer, if
appointed by the board of trustees, shall perform such duties as may be designated by it.
Section 6. Any officer, other than the President or Vice-President may occupy two offices
concurrently if the board of trustees so directs.
ARTICLE VIII
Certificates of Memberships and Transfers
Section 1. A certificate of membership in the corporation shall be issued to each member.
All such certificates shall be signed by the President or Vice-President, and the Secretary.
Section 2. All memberships of owners of tracts at Surfside Estates, and all certificates of
the same shall be inseparably appurtenant to the tracts, or fractional tracts owned by the
holders thereof and upon sale or contract to sell the same, such memberships and such
certificates shall become the property of the grantee or purchaser as hereinbefore
provided. No transfer of membership shall entitle the transferee to vote the same until it
has been established to the satisfaction of the board of trustees, that such transfer is bona
fide and has been made in the manner provided.
Section 3. Unless specifically requested by the owner and holder thereof, it shall not be
necessary that certificates of membership be actually issued but any owner or purchaser of
a tract or tracts within the said district may exercise all of the rights and privileges and shall
be subject to all of the liabilities of membership without the actual issuance and possession
of such certificate of membership.
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ARTICLE IX
Assessments
Section 1. The members of the corporation shall be liable for the payment of such charges
or assessments as may from time to time be fixed and levied by the board of trustees
pursuant to the Articles of Incorporation and these Bylaws and subject to the provisions of
said Articles and Bylaws. Charges and assessments against all members shall be levied
by the board of trustees at a uniform rate per member or lot without distinction or
preference of any kind. All charges or assessments, when collected by the corporation,
shall remain the property of the members until such time as such charges or assessments
are expended pursuant to the Articles of Incorporation and Bylaws of the Corporation.
Section 2. From time to time as and when any such assessment in this Article IX are
levied, each member with respect to the land or interests therein to which his membership
is appurtenant, shall pay the amount of such assessment against the same to the
corporation, at its office, within thirty days after the mailing of the notice of such
assessment to the members; and the amount of such assessment, together with all
expenses, attorneys’ fees and costs reasonably incurred in enforcing the same, shall be
paid by the members and shall be a lien upon said land and the membership appurtenant
thereto, superior to any and all other liens (except as in Section 3 of this Article otherwise
provided) created or permitted by the owner of such land and enforceable by foreclosure
proceedings in the manner provided by law for foreclosure of mortgages upon land;
provided, that no proceedings for the foreclosure of any said liens in this Article IX provided
shall be commenced except upon the expiration of four months from and after the date of
mailing said notice of assessment in this section described.
Section 3. First mortgage liens placed upon any of said tracts which are recorded in
accordance with the laws of the State of Washington shall be, from the date of the
recordation of such, superior to such assessments and the liens resulting therefrom as are
levied by the corporation subsequent to the date of the recordation of the first mortgage;
provided, however, that the corporation is notified in writing of such first mortgage within
thirty days after recordation of such.
ARTICLE X
Amendments
These Bylaws may be amended at any time by a vote of a majority of the members of the
corporation.
ARTICLE XI
Corporate Seal
The seal of the corporation shall be in circular form and shall contain the words “Surfside
Homeowners Association” and the words “Corporate Seal Washington 1965” in the form
and style as affixed in these Bylaws by the impression of said corporate seal.
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