Driftwood Valley Association

BY-LAWS
OF
DRIFTWOOD VALLEY ASSOCIATION
A Non-Profit Corporation

ARTICLE I

 

Membership

Section 1. The membership of this corporation shall consist exclusively of the owners of lots in the Driftwood Valley Association (DVA), a recorded plat in Thurston County, Washington, and of such additional plats as may hereafter be recorded, covering property in Section 34 and 35, Township 16 North, Range 2 East, W. M.

 

Section 2.  Upon legal transfer of lot ownership, membership in the Association shall be automatically transferred with the lot to the new owner.  No membership may be transferred in any other way.

 

Section 3.  No member shall have any right, title or interest in whole or part of the property or assets of the Association in the event of the termination of their membership.

 

Section 4.  Each owner shall have one membership and one vote regardless of the number of lots owned. A married couple holding a lot as community property or two or more persons holding jointly shall be entitled collectively to one membership and one vote.  A new owner shall become entitled to vote after establishing ownership or contract interest to the satisfaction of the Secretary of the Board.

 

Section 5.  No member may withdraw from the Association except upon transfer of the lot or lots to which their membership is appurtenant. No compensation shall be paid by the Association upon the transfer of membership.  No member whose membership is transferred shall thereafter be entitled to share or participate in any of the property, facilities or benefits provided by DVA unless they own another property in the Association.

 

Section 6.  The Board of Trustees may, in accordance with procedures prescribed by the Board, exclude any member from the use or enjoyment of the facilities and benefits of the Association for delinquency in payments or for failure to comply with the Bylaws or with the rules and regulations established by the Board.

 

ARTICLE II

 

Meeting of Members

Section 1. Annual Meeting: The annual meeting of the members of DVA shall be held during the month of June each year. The annual meeting shall be held at Driftwood Valley or a location designated by the Board of Trustees.

 

Section 2. Special Meetings: Special meetings of the members may be called by the President or the Secretary or any two members of the Board of Trustees, or by ten percent (10%) of the lot owners.

 

Section 3. Notice of Meetings: Notice of all annual or special meetings will be sent to each member not less than fourteen (14) nor more than fifty (50) days in advance of the meeting.  The notice shall state the date, time, and place and the business to be placed on the agenda for a vote by the members.   The notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the members at their address as it appears on the records of the Association with postage thereon prepaid.

 

Section 4. Proxy:  Proxy votes will be valid only at the annual or special meeting of the membership and only on the specific and published issues of which the members have been notified.  Proxy votes must be submitted to the Board Secretary upon sign-in at the meeting.   Proxy votes will not be honored for the election of Board of Trustee members.  

 

Section 5. Quorum:  A quorum is present throughout any meeting of the Association if thirty-four percent (34%) of the members are present in person or by proxy at the beginning of the meeting.  Any membership action to be taken for dissolution or merger of the Association, for a capital assessment (as distinguished from operations or maintenance assessments), for an increase in current assessment in any one calendar year or for transfer of substantial operating assets of the Association to another person or party, shall require a majority vote of the members present at the meeting.

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Section 6.  Minutes:  The Association must make available to each member for examination and copying minutes from the previous meeting not more than sixty (60) days after the meeting by mail or electronic medium.  The minutes must be approved at the following Association meeting.

 

ARTICLE III

 

Board of Trustees

Section 1. General Powers: The affairs of the Association shall be managed by a Board of Trustees, comprised of seven (7) members of the Association.

 

Section 2. Tenure, Qualification and Methods of Election: The Board of Trustees shall be elected from current members of the Association. The election of Trustees shall be held at each annual meeting. The term of office shall be three years. In the event of the failure to hold an election of Trustees at any annual meeting or in the event of failure to hold any annual meeting as provided for by these Bylaws, election of Trustees may be held at a special meeting called for that purpose.  Trustees may be elected by the membership with no limitations on the number of consecutive terms or years of service.  To stand for election to the Board of Trustees, a member must be in good standing without any Association dues, assessments or fines in arrears.  Failure of any Trustee to maintain good standing may result in suspension from Board business by a majority vote of the Board until such time as their good standing is re-established. 

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Section 3. Vacancies:  Except as otherwise provided by law, vacancies on the Board of Trustees, whether caused by resignation, death or otherwise shall be filled by a vote of the membership at the next annual meeting.  The Board of Trustees may appoint an interim member, who shall hold office until the annual meeting when a permanent replacement shall be elected by the voters for the remainder of the term. 

 

Section 4. Regular Meetings: The Board of Trustees will meet immediately after and at the same place as the annual meeting to set the date of the first Board meeting. Dates of all regular meetings of the Board for the coming year will be established at the first official Board meeting and posted on the DVA website and bulletin board. Notice of those meetings, stating date, site and time will be sent by the Secretary to each Trustee at least four (4) days prior to such meetings.

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Section 5. Special Meetings: Special meetings of the Board of Trustees may be called by the President, the Secretary or by any two Trustees. Notice to the Board members of any special meeting shall be done in person, by telephone, or electronic medium and posted on the DVA website and bulletin board.  The notification shall include the purpose(s) of the meeting. 

 

Section 6. Quorum: A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board.

 

Section 7. Removal of Trustees: The entire Board of Trustees or any individual Trustee, at a special meeting of the Association members called for that purpose, may be removed from office by a vote of the majority of the members.  If the Board or any one or more of the Trustees is so removed, new Trustees may be elected at the same meeting.

 

Section 8. Power and Authority of the Board of Trustees: The Board of Trustees shall have full power, and authority to:

 

• Appoint and remove, at its discretion, all agents and employees of the Association and to prescribe their duties and fix their compensation.

• Make such expenditures as the Board deems expedient provided, however, that the membership of the Association by resolution adopted by a two-thirds (2/3) vote, may restrict the amount of expenditures without prior approval.

• Establish and collect dues and assessments to be paid by the members of the Association provided that current assessments shall not be established at a rate higher than the previous year except by vote of the membership.  Determine and enforce assessments for operations and maintenance including appropriate reserves. The power to assess for capital expenditures is reserved to the membership.

• Manage and conduct the affairs and business of the Association and generally perform any act which the Association may lawfully do.  However, the Board of Trustees shall not have the power to borrow money on behalf of the Association unless authorized by the majority of the members present at a meeting where a quorum is present and notice has been given that it is an item on the agenda.

• Explore the acquisition of property by contract, lease, or otherwise, for the common benefit of the members of the community.  However, the actual obligation or expenditure of funds requires the approval of the majority of the voting members of the Association.

• Enforce the collection of DVA assessments and the provisions of the covenants, conditions and restrictions through the initiation of fines, liens and foreclosures. 

• Establish a budget of assessments and expenditures of the Association and authorize the expenditure of funds for DVA purposes, including construction (non-capital) and maintenance, provisions of services, website maintenance and updating, payment of taxes and accumulation of necessary and appropriate reserves. The adopted budget will be included with the annual meeting notice which is mailed to each property owner not less than fourteen (14) nor more than fifty (50) days prior to the meeting. The budget will include the provisions specified in RCW 64.90.525 Section (2). Unless a majority of the owners, either present or by proxy, reject the proposed budget, the budget and assessments are considered ratified.  If the proposed budget is rejected, the previous year’s budget will remain in effect until a subsequent one is approved by the voters (RCW 64.90.525). 

• Procure and maintain such forms of insurance as the Board may deem appropriate as to risks pertaining to the Association or the interests of its members.

• The Board of Trustees shall not make political or charitable donations of Association funds or property.

• The Association, whether through its Board of Trustees or otherwise, shall not cause the Association to be operated for social or club purposes. If any individual or group, independent of the Association, should desire to have a function upon the grounds or facilities maintained by the Association, it must be approved by a majority of the Trustees, conditioned upon indemnification to the Association and an adequate insurance rider. 

• The Board of Trustees may appoint a business manager who may exercise the powers and duties delegated to them by the Board.  Any action taken by the business manager in the name of or on behalf of the Association, shall be reported to the Board for its approval at its next meeting.

• Except as otherwise limited by State statutes, the Board of Trustees shall have the power to administer and enforce the Articles of Incorporation and Bylaws of the Association as approved by the membership. 

• Except as otherwise limited by State statutes, County ordinances, the Articles of Incorporation or these Bylaws, the Board of Trustees may exercise any other power necessary and proper for the governance and operation of the Association.

 

 

ARTICLE IV

 

Officers

Section 1.  At the first regular meeting of the Board of Trustees, the Board shall elect a president, vice president, secretary and treasurer from the seven elected trustees. Officers of the Association so elected, shall hold office for a term of one year.  Any officer may be suspended or removed by a majority vote of the Trustees.

 

Section 2. No Trustee (except as such Trustee may also be designated as a business manager by the Trustees) shall receive any salary or compensation from the Association but may receive reimbursement for out-of-pocket expenses incurred in the performance of duties for the Association.  All reimbursements must be based on receipts.   

 

Section 3. President:  The president shall preside at all meetings of the Trustees and members and shall have and exercise under the direction of the Board, the general supervision of the affairs of the Association and perform such other duties as may be assigned by the Board.

 

Section 4. Vice President:  The vice president shall assume the duties of the president in their absence or disability and shall perform such other duties as may be assigned by the Board.

 

Section 5. Secretary: The secretary shall issue notices of meetings, keep the minutes, keep a record of the names and addresses of the members and maintain custody of other necessary Association documents.  The secretary shall in general perform all duties incident to the office of secretary and such other duties as may be assigned by the Board.

 

Section 6. Treasurer: The treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association.  Account ledgers shall at all times be open to inspection by any member. The treasurer shall keep safely all moneys and securities of the Association and disburse the same under the direction of the Board of Trustees. The treasurer shall receive and give receipts for moneys due and payable to the Association and cause the funds of the Association to be deposited in the bank selected by the Trustees. The treasurer shall in general perform all duties incident to the office of treasurer and such other duties as may be assigned by the Board of Trustees. At the annual meeting of the members or at any time as directed by the Trustees, the treasurer shall present a full statement showing in detail the financial status of the Association.

 

ARTICLE V

 

Fiscal Year

The fiscal year of the Association shall be from July 1-June 30.

 

ARTICLE VI

 

Assessments and Charges 

Section 1. Assessments may from time to time be levied by the Association against its members for the purposes set forth in the Articles of Incorporation and herein. The membership assessments shall be comprised of two types:

 

• Annual general assessment at the uniform rate for each lot owned.

• Special Assessments which may be levied against all Association lot owners in order to comply with State and County requirements and/or for the general improvement of the community upon approval by a majority vote of the members.  Special Assessment funds are restricted to expenditures related to the specific voter approved project.

 

Section 2. Payment of annual assessments and special assessments shall be due within thirty (30) days after notice of assessment and shall thereafter bear a late fee of ten dollars ($10.00) per month until paid in full.  After ninety (90) days, a lien shall be filed against the land owned by the member. All assessments or charges, together with all expenses, attorney fees and costs reasonably incurred in enforcing the same, shall be the obligation of the member assessed, enforceable by the Association in a court action.  Such liens shall be superior to any and all other liens of record prior to the date of assessment except general taxes.  All such liens must be in compliance with current state laws.

 

ARTICLE VII

 

Covenants, Conditions and Restrictions (CCR)

Section 1. Solid Waste: No part of any common area or private lot shall be used or maintained as a dumping ground for rubbish, trash, or any other waste. No garbage, trash, or other solid waste shall be kept or maintained on any part of said property except in a sanitary container out of sight from the street.  Solid waste is defined in Thurston County Code 8.34.010 as “All putrescible and non-putrescible solid and semi-solid wastes including … garbage, rubbish, ashes, commercial wastes, industrial wastes, demolition and construction wastes, abandoned vehicles or parts thereof, re-cyclable materials and un-recovered residues from reclamation operations.”

 

Section 2. Fish and Wildlife Protection: All wildlife shall be protected within the boundaries of Driftwood Valley Association for the present and continued enjoyment of all parties.  Fishing is permitted as long as Washington State fishing regulations are observed.  The Deschutes River is a catch and release fishery for trout and selective gear rules apply.  Only artificial flies or lures with barbless single hooks may be used and all bait is prohibited.  While the enforcement of these provisions is the purview of the Washington Department of Fish and Wildlife, it is the responsibility of DVA members to advise their guests of these regulations.   

 

Section 3. Firearms: By vote of the membership, the discharge of firearms is not permitted within the boundaries of Driftwood Valley Association. 

 

Section 4. Fireworks: By vote of the membership, no fireworks of any kind are permitted within the boundaries of Driftwood Valley Association.

 

Section 5. Sewage Disposal: No individual sewage disposal system (in ground or outhouse) shall be permitted on any lot unless such system is designed, located and constructed in accordance with the requirements and standards of the Thurston County Health Department. 

 

Section 6. Animals: No animals, livestock, or poultry of any kind shall be raised, bred or kept on any lot smaller than four (4) acres. Dogs, cats or any other normal house pets may be kept, provided that they are not maintained for any commercial purpose and do not create a disturbance or nuisance in DVA. Pets must be under the control of the owner.

 

Section 7. Business: Business or commercial activity of any kind which is visible to public view shall not be permitted on any lot within DVA. Business vehicles, trailers or accessories may be temporarily stored on a lot.

Section 8. Inoperative Motor Vehicles: An inoperative vehicle or trailer, defined herein as one not equipped with all of the parts required to legally operate on public streets or one that cannot be driven or moved under its own power, cannot be stored on a lot in such a manner as to be visible to the public.

 

Section 9. Speed Restrictions: The speed limit within DVA shall be ten (10) miles per hour as approved by the membership.  Excessive speed which results in repeated complaints to the Board will be enforced through Article VII, Section 13, which provides for fines.  The above speed limit applies to all motorized conveyances.  It is the responsibility of lot owners to advise their guests of the above restrictions.

 

Section 10. Security Gate Codes:  Security Gate Codes may be disseminated by property owners to immediate family members, service/maintenance companies, and delivery service personnel only. Visitors shall be met at the gate for admittance to DVA.

 

Section 11. General Right of Ingress & Egress: There is hereby reserved a general right of ingress and egress for the benefit of DVA, directed by the Board of Trustees, whereby its agents and employees, including but not limited to any designated work person, contractor or inspector, may enter upon any site or any portion thereof in the lawful performance of their respective duties. These include but are not limited to actions necessary to maintain reasonable standards of health or safety within DVA boundaries.  Except in the event of an emergency, such as flooding, unattended campfires, or severe storm damage problems, this ingress and egress is to be exercised during normal business hours and then whenever practical, upon advanced notice to the owner of the affected property.

 

Section 12.  Serviceability:  Invalidation of any one of these “Covenants, Conditions or Restrictions” by court order shall in no way affect any of the other provisions which shall remain in full force.

 

Section 13. Enforcement: A violation of any "Covenants, Conditions and Restrictions" must be reported in a signed written complaint to the Board of Trustees.  The Board of Trustees shall have the right and responsibility to verify all violations of any CCR. If any lot owners shall violate any CCR herein, then the Board of Trustees of Driftwood Valley Association shall have the right and responsibility to take action in the following manner:

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(a)  A "Notice of Violation" letter will be sent to the property owner by Registered Mail describing such violation and setting a time limit of forty-five (45) days upon receipt of said letter, to respond in writing to resolve the violation to the Board of Trustees’ satisfaction.

 

(b)  After forty-five (45) days, if no resolution has occurred, a second "Warning Letter" will be sent to the property owner by Registered Mail and a fine of two hundred fifty dollars ($250) will be imposed. An additional thirty (30) days will be allowed for a final resolution of the violation to the Board of Trustees’ satisfaction.

 

(c)  After seventy-five (75) days from the first "Notice of Violation" letter, if the violation is still not corrected or resolved, a fine of three hundred fifty ($350) will be added and a lien against the property shall be filed. A "Notice of Lien" letter and a copy of the lien will be sent to the property owner by Registered Mail.

 

(d)  Upon expiration of ninety (90) days from the original "Notice of Violation" letter, foreclosure proceedings may be invoked. If invoked, a "Notice of Foreclosure Procedure" letter will be sent to the property owner by "Registered Mail" and all costs and attorney fees will be added and become the responsibility of the lot owner.  The Board of Trustees will provide a copy of RCW 64.38.100 to the property owner along with the contact information required by the State.  All foreclosure actions for assessments or covenant delinquencies will be executed by the Board of Trustees in strict compliance with RCW 64.38.100.  The Board shall make every effort to avoid foreclosure proceedings and shall schedule mitigation hearings at the request of the affected property owner to discuss payment options in lieu of legal action.

 

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ARTICLE VIII

 

Amendment of Bylaws

These Bylaws may be amended or repealed by a sixty-seven percent (67%) vote of the members with at least thirty percent (30%) of the members participating in the vote.  The proposed changes must have been distributed to the owners in accordance with these Bylaws and RCW 64.90.095.   

 

ARTICLE IX

 

Dissolution

In the event of the dissolution of the Association, each person who is then a member will receive a prorated share of the assets after all corporate debts have been paid.

 

CERTIFICATE OF ADOPTION

 

ADOPTED on the 23rd day of June 2024 at the meeting of the members of Driftwood Valley Association.

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