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HomeMy WebLinkAboutNotes Applicant 12/9/2024 (9) After recording return to: Harker Lepore LLC 915 NW 19th Ave, Unit H Portland, OR 97209 BYLAWS OF TOWNHOMES ON 17TH HOMEOWNERS ASSOCIATION Declarant: GS Enterprises Oregon LLC TABLE OF CONTENTS Article 1 – Plan of Lot Ownership; Definitions Article 2 – Association Membership; Voting; Majority of Owners; Quorum; Proxies Article 3 – Administration Article 4 – Board of Directors Article 5 – Officers Article 6 – Assessments and Owners’ Obligations Article 7 – Use and Occupancy Restrictions; Rules of Conduct Article 8 – Insurance Article 9 – Amendment Article 10 – Records and Audits Article 11 – Compliance with the Planned Community Act; Conflicts Article 12 – Indemnification of Directors, Officers, Employees, and Agents Article 13 – Assessment Collection Costs; Suits and Actions Article 14 – Miscellaneous Article 15 – Adoption ARTICLE 1 PLAN OF LOT OWNERSHIP; DEFINITIONS 1.1 Bylaws Applicability. These Bylaws apply to the Lots and the Common Area in Townhomes on 17th, a planned community in Lane County, Oregon, that have been subjected to the Declaration of Conditions, Covenants, and Restrictions of Townhomes on 17th (the “Declaration”), as well as to the Townhomes on 17th Homeowners Association, an Oregon nonprofit corporation (the “Association”), and the entire management structure thereof. 1.2 Lots; Property. The Lots and the Common Area may be collectively referred to in these Bylaws as the “Property” or “Project” and the Lots individually as a “Lot” or collectively as the “Lots.” 1.3 Personal Application. All present or future Owners, tenants, Occupants, and their employees, and any other person that might occupy any portion of the Property in any manner, are subject to the provisions set forth in these Bylaws. The acquisition, rental, or occupancy of any of the Lots constitutes acceptance and ratification of these Bylaws and agreement to comply with all the provisions hereof. 1.4 Definitions. The terms in these Bylaws shall have the same meaning and definitions as in the Declaration, unless otherwise stated. If a term is not defined in the Declaration, then the terms as defined under the Oregon Planned Community shall control. 1.5 Oregon Planned Community Act. The Property, all Lots and Owners thereof, and the Association and all Members thereof, are subject to the Oregon Planned Community Act (ORS 94.550–94.783) (the “PCA”). ARTICLE 2 ASSOCIATION MEMBERSHIP; VOTING; MAJORITY OF OWNERS; QUORUM; PROXIES 2.1 Membership in the Association. Each Owner of a Lot shall be a Member of the Association. Lot ownership will be established by the Owner filing with the Association a copy of the recorded deed to or land sale contract for the Owner’s Lot, which must have affixed to it the certificate of the recording officer of Lane County, Oregon, showing the date and place of recording of the deed or contract. Notwithstanding the foregoing, Declarant is the Owner of all previously unsold Lots, although no deed or land sale contract, with respect to such Lots, has been filed with the Association. 2.2 Voting Rights. The voting rights of Members shall be as described under Section 6.3 of the Declaration. 2.3 Majority of Owners. As used in these Bylaws, the term majority means those Owners holding over 50 percent of the voting rights allocated to the Owners in accordance with the Declaration and these Bylaws. Majority of Owners present means Owners holding over 50 percent of the votes present at any legal meeting. 2.4 Quorum. Except as otherwise provided in these Bylaws or ORS 94.655(3) or (4), the presence in person or by proxy of Owners holding 50 percent or more of the outstanding votes in the Association, as defined under this Article, will constitute a quorum. 2.5 Voting; Proxies. Owners may cast votes in person, by written ballot, by proxy, or if allowed by the Board of Directors, by electronic ballot in accordance with ORS 94.661. Proxies must be filed with the Secretary of the Association (“Secretary”) before or during the appointed meeting. A proxy will expire one year after the date it was signed unless a shorter period is specified in the proxy. The proxies may require the holder to cast a vote for or against any special proposal set forth in the notice calling the meeting. Unless withdrawn, a proxy given to another person to vote at a specific meeting will also be valid at an adjourned meeting called under the provisions of these Bylaws. The Association must retain proxies and ballots for one year from the date of the determination of the vote. 2.6 Authority to Vote. All Owners, including those who have leased their Lot to a third party, will be entitled to vote. An Owner’s right to vote may not be revoked. A purchaser under a land sale contract entitled to immediate possession of the Lot will be deemed the Owner thereof, unless otherwise provided in the contract. 2.7 Fiduciaries and Joint Owners. An executor, administrator, guardian, or trustee may vote, in person or by proxy, at any meeting of the Association with respect to any Lot owned or held by the person in such capacity, whether or not the Lot has been transferred to the person’s name, as long as the person has satisfied the Secretary (in the Secretary’s reasonable discretion) that the person is the executor, administrator, guardian, or trustee holding the Lot in such capacity. Whenever any Lot is owned by two or more persons jointly according to the records of the Association, the vote of the Lot may be exercised by any one of the Owners then present, in the absence of protest by a co-owner. In the event of a protest, no one co-owner will be entitled to vote without the approval of all co- owners. In the event of disagreement among the co-owners, the vote of the Lot will be disregarded for all purposes, except for determining whether a quorum is present. ARTICLE 3 ADMINISTRATION 3.1 Association Responsibilities. The Owners constitute the Members of the Association. Except as otherwise provided in the Declaration or these Bylaws, decisions and resolutions of the Association will require approval by a majority of the Owners present at any legal meeting. A legal meeting is one duly called under these Bylaws at which a quorum is present, in person or by proxy at a formal gathering or, if a vote is taken by written ballots, when ballots are returned representing more than 50 percent of the vote, unless a larger vote is required to approve a ballot item, in which case the quorum requirements will be the number of votes required to approve the proposal. 3.2 Place of Meetings. Formal meetings of the Association must be held at suitable places reasonably convenient to the Owners, as may be designated by the Board of Directors. Meetings held by live video conferencing is allowed. 3.3 Turnover Meeting. Declarant must call a meeting (which will be the initial meeting) for the purpose of turning over administrative control of the Association from Declarant to the Members within 90 days after of the earliest of the following dates (the “Termination Date”): 3.3.1 Based on Lot Sales. The date on which 100 percent of the Lots in Townhomes on 17th have been sold and conveyed to Owners other than Declarant; or 3.3.2 Earliest Date. The date on which Declarant delivers written notice to the Association of termination of its Class B membership. Declarant must give notice of the Turnover Meeting to each Owner as provided in these Bylaws. If Declarant does not call the meeting as required under this section 3.3, any Owner may do so. 3.4 Association Transfer. At the Turnover Meeting, Declarant must relinquish control of the administration of the Association and the Owners must assume such control and must elect the Board in accordance with the provisions of Article 4 of these Bylaws. Additionally, Declarant must deliver to the Association all business and financial records, together with all Association bank accounts, funds, and other assets as required by ORS 94.616. The Turnover Meeting may not be conducted by written ballot. 3.5 Annual Meetings. The Board, by a Board action, must cause the first annual meeting of the Association to be held during the calendar year following the calendar year in which the Turnover Meeting is held. The Board, in its discretion, from time to time, may change the meeting date, as long as the meeting is held annually. At the meetings, the Owners must elect new members of the Board in accordance with the requirements under Article 4 of these Bylaws to replace those Directors whose terms have expired. The Owners also may transact such other business of the Association as may properly come before them. Annual meetings of the Association may not be conducted by written ballot. 3.6 Special Meetings. The President must call a special meeting of the Owners if so directed by a resolution of the Board or a petition, presented to the Secretary and signed by 331/3 percent or more of the Owners. All meetings called because of petition of Owners must be held at a formal gathering, and not by written ballot, within 60 days after the Secretary’s receipt of the petition. The notice of any special meeting must state the time and place of the meeting and the purpose thereof. No business other than that stated in the notice may be transacted at a special meeting unless by consent of all the Owners of the Lots or as otherwise set forth in these Bylaws. 3.7 Notice of Meetings. The Secretary must mail a notice of each annual and special meeting, stating the purpose thereof and the time and place where the meeting is to be held, to each Owner of record at least 10 but not more than 50 days before the meeting or the date on which ballots for a ballot meeting are required to be returned. The Board of Directors may propose that the Owners take an action by written ballot without a meeting or by electronic ballot as provided by ORS 94.661, according to the provisions of the PCA and the Oregon Nonprofit Corporation Act. The notice must be mailed to the Owner’s address last given to the Secretary in writing by the Owner or the Owner’s vendee. If Lot ownership is split or the Lot has been sold on a contract, notice will be sent to a single address, of which the Secretary has been notified in writing by the parties. If no address has been given to the Secretary in writing, then mailing to the Project Lot will be sufficient. The mailing of a notice in the manner provided under this Section will be considered notice served. 3.8 Adjourned Meetings. As permitted by ORS 65.214, if any gathering of Owners is not a legal meeting because a quorum was not met, the Owners who are present, either in person or by proxy, may adjourn the meeting to a time not less than 48 hours nor more than 10 days from the time of the original meeting. The adjournment provisions of this Section do not apply to actions proposed to be taken by written ballot. 3.9 Ballot Meetings. Unless prohibited or limited by the Articles of Incorporation of the Association or the PCA, any action that may be taken at any annual or special meeting of the Owners may be taken without a meeting if the Association delivers a written ballot to every Owner entitled to vote on the matter as provided in ORS 94.647 or delivers an electronic ballot to every Owner entitled to vote on the matter as provided in ORS 94.661. 3.10 Order of Business. The order of business at all annual meetings will be as follows: (a) Roll call. (b) Proof of notice of meeting or waiver of notice. (c) Reading of minutes of the preceding meeting. (d) Reports of officers. (e) Reports of committees. (f) Election of inspectors of election. (g) Election of Directors. (h) Unfinished business. (i) New business. (j) Adjournment. ARTICLE 4 BOARD OF DIRECTORS 4.1 Number and Qualification. The Board will be composed of three (3) persons, all of whom must be an Owner or a co-owner of a Lot; however, if a Lot is owned by more than one owner, only one owner of that Lot may serve on the Board of Directors at any one time. An officer or employee of a corporation, the trustee of a trust, the personal representative of an estate, or an employee of a trust or estate may serve on the Board if the corporation, trust, or estate owns a Lot. 4.2 Powers and Duties. The Board has the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things that are not by law or by these Bylaws directed to be done by the Owners. 4.3 Other Duties. In addition to duties imposed by these Bylaws or by resolutions of the Association, the Board has authority to carry out and be responsible for the following matters: 4.3.1 Upkeep of Common Area and Townhouse Exteriors. Maintenance, repair and replacement of the Common Areas and exterior portions of the townhomes for which the Association is obligated under the Declaration. 4.3.2 Reserves. Establishment and maintenance of replacement Reserve Accounts that the Board deems prudent for replacement of Common Areas. 4.3.3 Assessment Collection. Designation and collection of assessments from the Owners, in accordance with these Bylaws and the Declaration. 4.3.4 Budget; Voucher System. Establishment of a budget as required under the Declaration, payment of all common expenses of the Association in accordance with these Bylaws and the Declaration. 4.3.5 Insurance. Procurement and maintenance of insurance policies and payment of premiums therefor out of the common expense funds in respect to the Common Area, as more specifically provided in Article 8 of these Bylaws. 4.3.6 Personnel. Designation and dismissal of the personnel necessary for the maintenance and operation of the Project. 4.3.7 Financial Statements. Causing the preparation and distribution of annual financial statements of the Association to each of the Owners, as more specifically provided in ORS 94.670(4) to (6), as applicable. 4.3.8 Rules and Regulations. Adoption and amendment of administrative rules and regulations governing the details of operation and use of the Common Area and administration of the Association, including a fine schedule for violations of these Bylaws, the Declaration, or any rules or regulations promulgated thereunder. However, any such rules and regulations must be subject to rescission or amendment by the Association on a majority vote of Owners present at any properly called Member meeting. 4.3.9 Copies of Documents; Bank Accounts. Causing the Association to comply with ORS 94.670 relating to maintenance within the State of Oregon of documents delivered to the Association by Declarant, depositing all assessments in a separate bank account in the name of the Association, payment of all expenses of the Association from the Association’s bank account, maintenance and distribution of financial statements, and maintenance of copies suitable for duplication of the following: the Declaration, the Articles of Incorporation, the Bylaws, the Association Rules and Regulations and any amendments thereto, the most recent annual financial statement, and the current operating budget of the Association. Furthermore, the Board of Directors must cause to be maintained and kept current the information required to enable the Association to comply with ORS 94.670. 4.3.10 Tax Returns. Causing the Association to file the necessary tax returns of the Association. 4.3.11 Mailing Address. Establishing and maintaining a current mailing address for the Association. 4.3.12 Professional Services. Employment of legal, accounting, and other personnel or consultants for reasonable compensation to perform such services as may be required for the proper administration of the Association, and preparing and filing the required income tax returns or forms. 4.5 Management Agent. The Board may employ a management agent, to be compensated in an amount established by the Board, to perform such duties and services as the Board authorizes, including, but not limited to, the duties listed in section 4.3 of these Bylaws. 4.6 Interim Board and Officers. Declarant hereby reserves administrative control of the Association until the Turnover Meeting. Declarant, in its sole discretion, may appoint and remove members of the Board and officers of the Association whose terms of service will end on or before the date of the Turnover Meeting. However, at the Turnover Meeting, at least one Director must be elected by Owners other than Declarant, even if Declarant otherwise has voting power to elect all three Directors. 4.7 Election and Term of Office. Directors shall serve terms of one year each. 4.8 Vacancies. Vacancies on the Board caused by any reason other than the removal of a Director by a vote of the Association will be filled for the balance of the term of each directorship by vote of a majority of the remaining Directors, even though they may constitute less than a quorum. Each person so elected will be a Director until a successor is elected upon expiration of the term for which the person was elected to serve by the other Directors. 4.9 Removal of Directors. At any legal annual or special meeting (not including actions proposed to be taken by written ballot without a meeting), any one or more of the Directors may be removed with or without cause, by a majority vote of the total voting power of the Owners, and a successor may be then and there elected to fill the vacancy thus created; however, the notice of meeting must specifically indicate that the removal of one or more named Directors is an agenda item for the meeting. Any Director whose removal has been proposed by the Owners must be given an opportunity to be heard at the meeting. 4.10 Organizational Meeting. The first meeting of a newly elected Board must be held within 10 days of election at a place fixed by the Directors at the Association meeting at which the Directors were elected, and no notice will be necessary to the newly elected Directors in order to hold the meeting, as long as a majority of the newly elected Directors are present. 4.11 Regular Meetings. Regular meetings of the Board may be held at such time and place as determined by a majority of the Directors, but shall be held at least quarterly. 4.12 Special Meetings. Special meetings of the Board may be called by the President or Secretary or on the written request of at least two Directors. Special meetings of the Board may be called on at least three days’ notice to each Director, given personally or by mail, telephone, e-mail, or facsimile, which notice must state the time, place, and purpose of the meeting. 4.13 Videoconference. All Board meetings may be held by live video conferencing or, if necessary, by telephone, or a combination thereof so long as all Board members participating can hear each other simultaneously or otherwise to communicate during the meeting. A videoconference link and/or telephone number shall be given in the meeting notice. 4.14 Board of Directors’ Quorum. At all meetings of the Board, two (2) Directors shall constitute a quorum for the transaction of business, and the acts of at least two Directors will be the acts of the Board. If quorum requirements are not met at any meeting of the Board, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any such adjourned meeting, any business that might have been transacted at the meeting as originally called may be transacted without further notice. No Director may grant a proxy or otherwise delegate their duties as a Board member. 4.15 Open Board Meetings. In accordance with ORS 94.640, except for executive sessions, all meetings of the Board will be open to any and all Members of the Association; however, no Association Member will have a right to participate in the Board’s meetings unless the Member is also a member of the Board. The President will have authority to exclude any Association Member who disrupts the proceedings at a meeting of the Board. 4.15.1 Executive Session. At the discretion of the Board, the following matters may be considered in executive sessions: (a) consultation with legal counsel concerning rights and duties of the Association regarding existing or potential litigation or criminal matters; (b) personnel matters, including salary negotiations and employee discipline; (c) negotiations of contracts with third parties; (d) collection of assessments; and (e) any other matters permitted by the PCA. Except in the case of an emergency, the Board must vote in an open meeting whether to meet in executive session. If the Board votes to meet in executive session, the presiding officer of the Board must state the general nature of the action to be considered, as precisely as possible, and when and under what circumstances the deliberations can be disclosed to Owners. The statement, motion, or decision to meet in executive session must be included in the minutes of the meeting. A contract or an action considered in executive session does not become effective unless the Board, following the executive session, reconvenes in open meeting and votes on the contract or action, which must be reasonably identified in the open meeting and included in the minutes. 4.16 Notice of Board Meetings. Except for emergency meetings, notice of Board meetings must be provided to each Owner at least three days before the meeting. 4.17 Emergency Meetings. In the event of an emergency, no notice to either Directors or Association members will be required for such Board meetings to be held for any emergency action. However, no such meeting may occur unless at least two-thirds (2/3) of the Directors participate in the meeting after an attempt has been made to reach each Director. 4.18 Compensation of Directors. No Director may be compensated in any manner, except for out-of-pocket expenses. ARTICLE 5 OFFICERS 5.1 Designation. The principal officers of the Association will be a President, a Secretary, and a Treasurer, all of whom must be elected by the Directors. 5.2 Election of Officers. The officers of the Association may be elected by the Board at the organizational meeting of each new Board or at any Board meeting thereafter, and will hold office at the pleasure of the Board. 5.3 Removal of Officers. Upon an affirmative vote of a majority of the Board, any officer may be removed, either with or without cause, and the officer’s successor may be elected at any regular or special meeting of the Board. 5.4 President. The President is the chief executive officer of the Association and will preside at all meetings of the Association and of the Board. The President has all of the general powers and duties that are usually vested in the office of president of an association, including, but not limited to, the power to appoint committees from among the Owners from time to time as the President may, in the President’s discretion, decide is appropriate to assist in the conduct of the affairs of the Association. 5.5 Secretary. The Secretary must keep the minutes of all meetings of the Board and the minutes of all meetings of the Association and will have charge of such books and papers as the Board may direct. The Secretary will, in general, perform all the duties incident of the office of secretary. 5.6 Treasurer. The Treasurer has responsibility for Association funds and securities not otherwise held by the managing agent and is responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. The Treasurer is responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board. 5.7 Directors as Officers. Any Director may be an officer of the Association. ARTICLE 6 ASSESSMENTS AND OWNERS’ OBLIGATIONS 6.1 Assessments. All Owners must pay assessments imposed by the Association to meet all the Association’s general common expenses, as more particularly set forth in the Declaration. Assessments will be payable on a quarterly basis, but not more frequently than monthly, as directed in the CC&Rs. 6.3 Initial Assessment. The amount of the initial assessment due from Lot owners will be determined by Declarant. The amount of the annual assessment thereafter will be subject to review and modification by the Board of Directors. 6.3.1 Contribution to Working Capital. At closing of the sale of each Lot, each purchaser must contribute to the Association a sum equal to one-sixth of the annual assessments of each lot, with respect to the Lot being purchased, as a one- time contribution to the working capital of the Association. Within 60 days after the first conveyance by Declarant of the first Lot in Townhomes on 17th, Declarant must make such contribution with respect to all Lots that have not yet been conveyed to a purchaser. If Declarant has made the contribution, no further contribution will be required to the Association, but each purchaser must reimburse Declarant at closing for the amount of the contribution made by Declarant with respect to the Lot conveyed to the purchaser. The working capital contribution must be allocated to the general operating reserve referenced in the Declaration. The working capital contribution is in addition to regular assessments and may not be used as a prepayment of assessments by any Owner. Declarant may not use the working capital funds to defray any of its expenses, reserve contributions, or construction costs, or to make up any budget deficits while Declarant is in control of the Association. All working capital contributions must be disbursed to the Association at or before the Turnover Meeting and must be credited to the operating reserve account. 6.3.2 Procedures. Owners shall be responsible for paying assessments on the date they take title to their lot. Owners will not be responsible for the prorated amount that accrued prior to the date they took title. 6.3.3 Temporary Reduction of Assessment Amount. If the Association expenses are temporarily less than projected by Declarant because some or most of the Lots are not yet sold or occupied, Declarant will have the authority to reduce temporarily the amount of the assessment to reflect the lower expenses of the project. 6.4 Default. Failure by an Owner to pay any assessment of the Association is a default by the Owner under these Bylaws and the Declaration. The Association will be entitled to the remedies set forth in the Declaration. 6.7 Maintenance and Repair. 6.7.1 Lots. Except as otherwise specifically provided in the Declaration and these Bylaws, every Owner must promptly perform all maintenance and repair work to the Owner’s Lot and the exterior of the improvements thereon, except for those exterior improvements deemed the responsibility of the Association, and keep the same in good repair and sanitary and neat condition. 6.7.2 Common Areas. The Association must repair and maintain the Common Area subject to the provisions of subsection 6.7.3. 6.7.3 Reimbursement of Association. An Owner must reimburse the Association for any expenditures incurred in repairing or replacing any portion of the Common Area that was damaged through the Owner’s fault (which includes an Owner’s occupant, guest, or invitee) and that is not otherwise covered by insurance policies carried by the Owner or the Association for the Owner’s and the Association’s benefit. In such circumstances, the insurance obtained by the Owner will be deemed to be the primary coverage. The Board of Directors will have the unfettered discretion to refuse to make a claim on the Association’s policy even though coverage may pertain. The discretion is for the purpose of maintaining the Association’s insurability and controlling the amount of the premiums for the Association’s insurance. The charge will be collectible as an assessment against the Owner as provided in the Declaration. ARTICLE 7 USE AND OCCUPANCY RESTRICTIONS; RULES OF CONDUCT 7.1 Additional Rules. In addition to the rules set forth in the Declaration, the Board may promulgate and amend, from time to time, Rules and Regulations concerning other use of the Property and must furnish copies of the Rules and Regulations to any Owner or Occupant requesting such copies. 7.2 Enforcement. The Association, through its Board of Directors, has the power to enforce the covenants and restrictions in these Bylaws and in the Declaration. Owners have the right to bring actions or suits regarding covenants and restrictions, but Owners have no right or power to require the Association or Board of Directors to take any enforcement action. 7.3 Fines. The Board of Directors may, after giving written notice and an opportunity to be heard, levy reasonable fines for violations of the Declaration, Bylaws, and Rules and Regulations of the Association, as long as fines levied are based on a schedule previously adopted by Board resolution that is mailed to the mailing address of each Lot or mailed to the mailing address designated in writing by the Owner(s). ARTICLE 8 INSURANCE 8.1 General. The Board must obtain and maintain at all times insurance of the type and kind and in the amounts hereinafter provided and additional insurance for such other risks of a similar or dissimilar nature as are now or as will be hereafter customarily covered by insurance obtained by other planned communities similar in construction and design. The additional insurance is governed by this Article 8. 8.2 Types of Insurance Policies Maintained by the Association. For the benefit of the Association and the Owners, the Board must obtain and maintain at all times, and pay for out of the common expense funds, the following insurance to the extent that it is available at reasonable cost: 8.2.1 Property Insurance. A policy or policies of property insurance, including, but not limited to, fire, extended coverage, vandalism, and malicious mischief, for the studs-out portion of the Townhomes and of all substantial improvements on the Common Area to the extent such insurance is available and, if available at a reasonable cost, building-code and actual-replacement-cost endorsements and earthquake insurance. 8.2.2 Liability. A policy or policies insuring the Association, its Board, the Owners individually, and the manager against any liability to the public or the Owners and their invitees or tenants, incident to the ownership, supervision, control, or use of the Property. Limits of liability under such insurance must be not less than $1 million per occurrence for bodily injuries and property damage liability. The limit and coverage must be reviewed at least annually by the Board, which may increase the liability limits, coverage, or both, in its discretion. The policy or policies must be issued on a commercial general liability form and must provide cross-liability endorsements wherein the rights of the named insured under the policy or policies will not be prejudiced in his, her, or their action against another named insured. 8.2.3 Workers’ Compensation. Workers’ compensation insurance to the extent that it is necessary to comply with any applicable laws. 8.3 Fidelity Bond. For the benefit of the Association and Owners, the Board may obtain a fidelity bond naming such persons as may be designated by the Board as principals and the Association and the Owners as obligees, for the amount determined by the Board. The Board may pay for the bond out of the common expenses of the Association. In addition, the Board must require all officers and employees of the Association handling or responsible for Association funds to obtain adequate fidelity bonds, and the Board may pay for the premiums thereon. 8.4 Insurance Companies Authorized. All policies obtained under this Article 8 must be written by a company licensed to do business in Oregon and holding a “Commissioner’s Rating” of “A+” and a size rating of “AAA” or better, by Best’s Insurance Reports, or as may be otherwise acceptable to all mortgagees and Directors. 8.5 Provisions in Insurance Policies. The Board must make every reasonable effort to secure insurance policies that will provide for the following: 8.5.1 Waiver of Subrogation. A waiver of subrogation by the insurer on any claims against the Board, the officers, the manager, the Owners, and their respective servants, agents, guests, and tenants. 8.5.2 Noncancellation for Owner Conduct. A provision that the master policy on the Property cannot be canceled, invalidated, or suspended on account of the conduct of any one or more individual Owners. 8.5.3 Noncancellation without Opportunity to Cure. A provision that the master policy on the Property cannot be canceled, invalidated, or suspended on account of the conduct of any officer or employee of the Board or the manager without prior demand in writing that the Board or manager cure the defect. 8.5.4 “No Other Insurance” Clauses. A provision that any “no other insurance” clause in the master policy exclude individual Owners’ policies and not otherwise prevent such individual policies from providing coverage for damage to Homes, Lots, or Common Area. 8.6 Home and Lot Insurance Maintained by Each Owner. Owners must maintain property damage and liability insurance for the studs-in portion of the townhouse on the Owner’s Lot. The Association will have no responsibility to procure or to assist Owners or Occupants in procuring property damage and liability insurance. Owners and Occupants must procure all other insurance coverage that they deem necessary or prudent for their protection. Owners are obligated to carry property insurance with extended coverage endorsements in the amount of the replacement value of the Owners’ townhome and with minimum combined limits of $100,000 per occurrence. Insurance coverage obtained and maintained by the Board of Directors may be brought into contribution with that obtained and maintained by Owners or mortgagees only in the Board of Directors’ sole and unfettered discretion. 8.6.1 Renters Insurance. Lessees must maintain renters insurance covering the lessees personal property and providing liability and property damage insurance with limits of at least $100,000 per occurrence. 8.7 Review of Insurance Policies. At least annually, the Board must review all insurance carried by the Association, which review must include a consultation with a representative of the insurance carrier writing the master policy. ARTICLE 9 AMENDMENT 9.1 Amendments. These Bylaws may be amended at any time by an instrument approved by at least a majority of the total votes of the Lots. Any amendment must be executed, recorded, and certified as provided by law. However, no amendment deleting or affecting any right of Declarant or its successor or assignee, including, without limitation, an amendment to this Article 9 so long as the Declarant still owns Lots as a Declarant. ARTICLE 10 RECORDS AND AUDITS 10.1 General Records. The Board and the managing agent or manager, if any, must preserve and maintain minutes of the meetings of the Association, the Board, and any Board committees as required by ORS 94.670. The Board must maintain a list of Owners entitled to vote at meetings of the Association. The minutes of the Association, the Board, and Board committees, and the Association’s financial records must be reasonably available for review and copying by the Owners. A reasonable charge may be imposed by the Association for providing copies. Proxies and ballots must be retained by the Association for one year from the date of determination of the vote. 10.2 Assessment Roll. The Board and the managing agent or manager, if any, must maintain the assessment roll in a set of accounting books in which there must be an account for each Lot. Each account must designate the name and address of the Owner or Owners, the amount of each assessment against the Owner, the dates on which and the amounts in which the assessment comes due, the amounts paid on the account, and the balance due on the assessments. 10.3 Payment of Vouchers. The Treasurer or management agent must pay all expenses authorized by the Board. The Treasurer or management agent must maintain and follow reasonable procedures to ensure that the accounts and records are proper, and to ensure that all expenditures are proper. Except in cases when an emergency exists (e.g., a repair must be made immediately to prevent further damage), any voucher for nonbudgeted items must require the signature of the President; however, any withdrawal from Reserve Accounts must require the signature of two Board members or one Board member and an officer of the Association who is not a Board member. ARTICLE 11 COMPLIANCE WITH THE PLANNED COMMUNITY ACT; CONFLICTS 11.1 Compliance. These Bylaws are intended to comply with the provisions of the PCA, the provisions of which apply to Townhomes on 17th. In case of any conflict among the provisions of the PCA, the Articles, the Declaration, or these Bylaws, the provisions of the PCA will control over those of the Articles and Declaration, and the provisions of the Declaration will control over those of the Articles and these Bylaws. ARTICLE 12 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS 12.1 Indemnification. The Association must indemnify any Director, officer, employee, or agent who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding. Indemnification will be made regardless of whether the action is civil, criminal, administrative, or investigative (other than an action by the Association) by reason of the fact that such person is or was a Director, officer, employee, or agent of the Association or is or was serving at the request of the Association as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the suit, action, or proceeding. 12.2 Application of Indemnification. This indemnification applies if the person acted in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceedings, had no reasonable cause to believe that the person’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or with a plea of nolo contendere or its equivalent, will not of itself create a presumption that a person did not act in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceedings, had reasonable cause to believe that the person’s conduct was unlawful. Payment under this Article 12 may be made during the pendency of the claim, action, suit, or proceeding as and when incurred, subject only to the right of the Association to reimbursement of the payment from the person, should it be proven at a later time that the person had no right to the payment. All persons who are ultimately held liable for their actions on behalf of the Association as a Director, officer, employee, or agent will have a right of contribution over and against all other Directors, officers, employees, or agents and Members of the Association who participated with or benefited from the acts that created the liability. ARTICLE 13 ASSESSMENT COLLECTION COSTS; SUITS AND ACTIONS 13.1 Collection costs and Attorney Fees. An Owner must pay reasonable fees and costs (including, but not limited to, attorney fees) and actual administrative costs incurred in connection with efforts to collect any delinquent unpaid assessments from the Owner, whether or not suit or action is filed. Assessments against Owners may include fees, late charges, fines, and interest imposed by the Board, in addition to amounts owed toward operating expenses and the funding of reserves. If the Association brings against any Owner or Owners a suit or action for the collection of any amounts due under or for the enforcement of any provisions of the Declaration, the Articles, these Bylaws, or Rules and Regulations, the Owner or Owners, jointly and severally, must pay, in addition to all other obligations, the costs of the suit or action, including actual administrative expenses incurred by the Association because of the matter or act that is the subject of the suit, reasonable attorney fees to be fixed by the trial court, and, in the event of an appeal, the cost of the appeal, together with reasonable attorney fees in the appellate court to be fixed by the appellate court. ARTICLE 14 MISCELLANEOUS 14.1 Income Tax Returns; Determination of Fiscal Year. 14.1.1 Fiscal Year. The fiscal year of the Association will be the calendar year unless otherwise determined by the Board. 14.1.2 Tax Returns. The Board, in its sole discretion, will determine the manner in which all necessary income tax returns are filed and of selecting any and all persons to prepare the tax returns. 14.2 Notices. All notices to the Association or to the Board must be sent in care of the managing agent or, if there is no managing agent, to the principal office of the Association or to such other address as the Board hereafter may designate from time to time. All notices to any Owner must be sent to such address as may have been designated by the Owner from time to time, in writing, to the Board, or if no address has been designated, then to the Owner’s Lot. In the discretion of the Board of Directors, any notice, information, or other written material required to be given to an Owner or Director may be given by electronic mail, facsimile, or other form of electronic communication (“Electronic Communication”) acceptable to the Board of Directors. Notwithstanding the foregoing sentence, Electronic Communication may not be used to give notice of (a) failure to pay an assessment; (b) foreclosure of an association lien; (c) an action the Association may take against an Owner; or (d) an offer to use the dispute resolution program under ORS 94.630(4). An Owner or Director may decline to receive notice by Electronic Communication and may direct the Board of Directors to provide notice as required elsewhere in these Bylaws, the Declaration, or the PCA. 14.2 Waiver. No restriction, condition, obligation, or provision contained in these Bylaws will be deemed to have been abrogated or waived by reason of any failure to enforce it, irrespective of the number of violations or breaches thereof that may have occurred and the number of times that the pertinent restriction, condition, obligation, or provision was not enforced. 14.3 Invalidity; Number; Captions. The invalidity of any part of these Bylaws will not impair or affect in any manner the validity, enforceability, or effect of the balance of these Bylaws. Article 15 ADOPTION It is hereby certified that these Bylaws have been adopted by GS Enterprises Oregon LLC, a domestic limited liability company , Declarant of Townhomes on 17th, and will be recorded in the Deed Records of Lane County, together with the Declaration for said planned community. DATED: ______________, 20____. ___________________________________________ Declarant: GS Enterprises Oregon LLC By: Gideon Roberts Its: Managing Member STATE OF OREGON County of Lane ) ) ) ss. This instrument was acknowledged before me on _____________, 20___, by Gideon Roberts, as managing member and on behalf of GS Enterprises Oregon LLC. /s/_____________________________ Notary Public for Oregon My commission expires: ________