Loading...
HomeMy WebLinkAboutDoc 601 - Ballot to Cast a Vote - Lower Bridge Estates Property Owners Assoc. Declaration and BylawsDeschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701-1960 (541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org AGENDA REQUEST & STAFF REPORT For Board Business Meeting of October 21, 2013 Please see directions for completing this document on the next page. DATE: October 14, 2013 FROM: Teresa Rozic Property & Facilities 541-385-1414 TITLE OF AGENDA ITEM: Consideration of Chair signature of Document 2013-601 a ballot to cast a vote regarding the amendment and restatement of the Lower Bridge Estates Property Owners Association Declaration and Bylaws. PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: Deschutes County owns eight lots in the Lower Bridge Estates Subdivision. The county acquired title through foreclosure for nonpayment of property taxes. The county is an owner and takes the property subject to any rights and responsibilities under the CC&Rs that created a homeowners association board to have authority over certain aspects of property ownership, including voting. The Board of Directors is proposing to amend and restate the Lower Bridge Estates governing documents to conform to the current laws of the State of Oregon. Staff reviewed the proposed changes. There are no substantive changes except as required to update and clarify existing regulations. FISCAL IMPLICATIONS: None RECOMMENDATION & ACTION REQUESTED: Staff recommends the Board authorize the Chair to sign the eight ballots IN FAVOR of adoption of the Amended and Restated Declaration and Bylaws. ATTENDANCE: Teresa Rozic DISTRIBUTION OF DOCUMENTS: Return the ballot and the signed outer envelope to Teresa Rozic for transmittal to the Lower Bridge Estates HOA. DESCHUTES COUNTY DOCUMENT SUMMARY (NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form electronically to the Board Secretary.) Please complete all sections above the Official Review line. Date: October 14, 2013 Contractor/Supplier/Consultant Name: Department: N/A Property & Facilities Contractor Contact: N/A Contractor Phone #: Type of Document: Ballot Goods and/or Services: N/A Background & History: Deschutes County owns eight lots in the Lower Bridge Estates Subdivision. The county acquired title through foreclosure for nonpayment of property taxes. The county is an owner and takes the property subject to any rights and responsibilities under the CC&Rs that created a homeowners association board to have authority over certain aspects of property ownership, including voting. The Board of Directors is proposing to amend and restate the Lower Bridge Estates governing documents to conform to the current laws of the State of Oregon. Staff reviewed the proposed changes. There are no substantive changes except as required to update and clarify existing regulations. Agreement Starting Date: Upon signature Ending Date: Annual Value or Total Payment: None N/A ❑ Insurance Certificate Received (check box) Insurance Expiration Date: Check all that apply: RFP, Solicitation or Bid Process Informal quotes (<$150K) ❑ Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) 11 NA/ N/A Funding Source: (Included in current budget? ❑ Yes ❑ No If No, has budget amendment been submitted? ❑ Yes No Is this a Grant Agreement providing revenue to the County? ❑ Yes ® No Special conditions attached to this grant: 10/14/2013 Deadlines for reporting to the grantor: If a new FTE will be hired with grant funds, confirm that Personnel has been notified that it is a grant -funded position so that this will be noted in the offer letter: ❑ Yes ❑ No Contact information for the person responsible for grant compliance: Name: Phone #: Departmental Contact and Title: Teresa Rozic Phone #: 541-385-1414 Department Director Approval: Signature ID/,q fo 12, Date Distribution of Document: Return all eight ballots to Teresa Rozic for transmittal to the Lower Bridge Estates HOA. Official Review: County Signature Required (check one): E' BOCC ❑ Department Director (if <$25K) ❑ Administrator (if >$25K but< 150K; if >$150K, BOCC Order No. Legal Review Document Number o(3 - I Date /e - 10/14/2013 THE LOWER BRIDGE ESTATES PROPERTY OWNER'S ASSOCIATION SECRET BALLOT This Secret Ballot casts a vote for the Lot designated on the outer envelope regarding the amendment and restatement of The Lower Bridge Estates Property Owners Association Declaration and Bylaws. The owner(s) of the Lot designated on the outer envelope hereby casts such Lot's vote as follows (copies of the proposed Amended and Restated Declaration and the Amended and Restated Bylaws are included with this Ballot): 1. Amended and Restated Declaration and Bylaws. I hereby cast my unit's ballot as follows: 0 IN FAVOR of adoption of the Amended and Restated Declaration and Bylaws. 0 AGAINST the adoption of the Amended and Restated Declaration and Bylaws. This ballot is a ballot only for the above matters. Please return your ballot to the Association in the return envelope provided, no later than November 1, 2013. This ballot does not give anyone my proxy, and may not be used for any other person or for any other purpose. After completing your ballot, please place it in the secrecy envelope and place the secrecy envelope in the outer return envelope provided. Lower Bridge Estates Subdivi NW-L'OWER•BRIDGE WAY 1412150000. d 141215C00 9 Nr�P 04V 14)1214B000200 1412146000100 141214B000300 223B000700,r .fr. 141. 3B001000 14 z 71-0 Legend County Owned Property Lower Bridge Estates Sub N WATKINS$N•AVE Deschutes County Property & Facilities Dept. October 14, 2013 SUMMARY OF PROPOSED AMENDMENTS (September 26, 2013) BUILDING AND USE RESTRICTIONS for LOWER BRIDGE ESTATES JOINT VENTURE (Recorded March 5, 1981, Vol. 337, p. 407-412, as amended through 2012) SECTION Section 1. Land Use and Building Type All lots are restricted to residential use and to single family dwellings. There shall be no more than one detached single family dwelling erected, altered, placed or permitted to remain on any lot without the written consent of the Architectural and Building Committee. No trailer, tent, shack or other structure shall be erected, altered, placed or permitted to remain on any lot or lots other than one single family dwelling, and a private attached garage. Other outbuildings incidental to reside ntial use may be allowed by approval of the Architectural and Building Committee for storage of vehicles, boats and trailers. A suitable constructed building may be erected for servants and/or guest quarters subject to approval of the Architectural and Building Committee. No trailer, basement, tent, shack, garage or other type of building shall at any time be used as residence either temporarily or permanently nor shall any structure of a temporary character at any time be used as a residence either temporarily or permanently. No building or any part thereof shall be erected, maintained or used on said premises for apartments, manufacturing or commercial purpose.No building shall be moved on any lot unless it meets the requirements herein set forth and is approved by the Architectural and Building Committee. No noxious or offensive trade shall be carried on upon any lot, nor shall anything be done thereon which may be or become any annoyance nuisance to the neighborhood. Parking of heavy duty vehicles on lots or streets shall be deemed a nuisance. The use of snowmobiles, motorcycles or other powered vehicles is expressly forbidden in, to or on common area and lots except for regular transportation. Snowmobiles, motorcycles, boats, or any other recreational vehicle must be either stored or screened from sight. DWT 20572645v3 0085000-002153 COMMENT No change. RE—VILA/Lip e& LEGAL COUNSEL Rev 9/26/13 DC -2013-60 BUILDING AND USE RESTRICTIONS for LOWER BRIDGE ESTATES JOINT VENTURE (Recorded March 5, 1981, Vol. 337, p. 407-412, as amended through 2012) SECTION Section 2. Dwelling Size. Any dwelling shall contain a minimum of 1200 square feet of enclosed floor area. The words "enclosed floor area" as used herein shall mean and include i n all cases enclosed and finished for all year occupancyaid shall not mean or include any areas in basements, garages, porches or attics, provided, however, that certain interior areasabove the first floor need not be immediately finished for occupancy if the residence is so designed and built that such areas can be finished at a later date without any structural changes being made in the exterior of the residence. Architectural and Building Committee hereby reserves the right to reduce any of the floor area requirements set forth above, provided such total reduction for any one residence may not exceed 10% of such minimum floor area requirements for such residence. Section 3. Building Height Section 4. Setbacks In order to insure maximumview from adjacent lots, the Architectural and Building Committee will determine the allowable height on each lot.lt is expected certain lots will be limited to one story. Rather than arbitrary setbacks, the Architectural and Building Committee must approve the proposed site plan of each residence as it relates to its property lines to protect within reason the view and privacy of his neighbors. In any event, setbacks must conform to minimum requirements of Deschutes County. COMMENT No Change ' No change. Section 5. Building Completion Limitation Section 6. Fences and Landscaping Construction, of any dwelling upon any lot shall be completed, including exterior decoration within one (1) year from the date of the start of such construction. No change. No change. All fences shall be approved by the Architectural and Building Committee before construction shall begin. Fences shall be constructed of all new material unless they are of therustic split rail design. Wood rail with treated post are encouraged. No fences, hedge, walk or barrier located on a building site shall have a height greater than six (6) feet above the finished grade surface on which located. No shrub, tree, hedge, fence, wall or barrier shall be placed, located or erected so as to restrict the view or outlook of any lot owner in the Lower Bridge Estates.Fences must be kept in good repair and presentable condition at all times. DWT 20572645v3 0085000-002153 No change Re% 9/26/13 BUILDING AND USE RESTRICTIONS for LOWER BRIDGE ESTATES JOINT VENTURE (Recorded March 5, 1981, Vol. 337, p. 407-412, as amended through 2012) SECTION Section 7. Storage Section 8. Swimming Pools Section 9. Septic Tank Systems Stored firewood, garbage cane, hanging or drying clothes, boats, camp trailers, snowmobiles, motorcycle or any vehicles that are in the process of being overhauled shall not be visible from any lot or road. Dumping of trash will be prohibited. COMMENT No change. Swimming and wadingpools may be constructed on any lot or lots provided setback lines are observed as herein set forth and approval is obtained from the Architectural and Building Committee. All systems are required to be installed by State of Oregon licensed septic system contractors in accordance with applicable Oregon Administrative Rules and in accordance withthe design approved for Lower Bridge Estates. Septic specifications must be approved by the Architectural and Building Committee. No change. No change. Section 10. Trees An owner shall not remove from a lot any tree without first obtaining approval from the Architectural and Building Committee. Section 11. Mail or Newspaper Boxes All such receptacles must be approved by the Architectural and Building Committee. It. is expected construction will be of wood or wood covered if metal boxes are used. Section 12. Signs No signs or other advertising device shall be erected or maintained upon any part of the said property; except tbat (a) a for sale or rent sign, may be erected, a—sign not to exceed 18" X 24" (inches). Such signs shall be only those approved by the Architectural and Building Committee. The Architectural and Building Committee may limit the number of for sale signs in any given area. In such instances, signs will be allotted on a just and equitable basis, Pr-oPeFtY• DWT 20572645x3 0085000-002153 No change. No change. This section is being amended on the advice of counsel because a "declarant" no longer exists. The only other change is grammatical. Rev. 9/26/13 BUILDING AND USE RESTRICTIONS for LOWER BRIDGE ESTATES JOINT VENTURE (Recorded March 5, 1981, Vol. 337, p. 407-412, as amended through 2012) SECTION Section 13. Design, Color and Use of Material Section 14. Exterior Air Conditioning and Heating Systems Section 15. Animals Section 16. Easements Section 17. Lower Bridge Estates Section 18. Excavation COMMENT The external design of the residences in Lower Bridge Estates are expected to harmonize with each other.Al1 outbuildings and garages are to be of the same design and materials as the residences. All dwellings must include a minimum of a single car garage which is enclosed on all four sides. Architectural and Building Committee must approve all exterior siding and colors for all residences. Exterior lighting must be controlled so as not to disturb residences of adjacent property. All external lighting must be diffused. No mobile homes shall be permitted. The prohibition against "mobile homes" includes manufactured homes. Non - site -built homes shall not be permitted. 1999 Amendment Added (Vol. 1999, p.11863) 1998 Amendment Added (Vol. 1998, p. 12591) All exterior air conditioners or heating units must be installed with approval by the Architectural and Building Committee. The noise factor and appearance shall be of prime importance in determining whether or riot such exterior units shall be approved. No change Animals are permitted on such lots that are approved by the Architectural and Building Committee only, and only areas that are sufficiently irrigated. In no case shall more than one (1)animal per irrigated acre be allowed. Poultry, goats and swine shall not be permitte d at any time. For installation and maintenance of utilities and drainage facilities are reserved as shown on the recorded plat. No change. No change. LOWER BRIDGE ESTATES, their heirs and assigns, hereby reserve a right of way, with right of entry upon, over, under, along, across and through the said tracts of land for the purpose of erections, constructing, operating, repairing, and maintaining lines for the transmission of electrical energy, and for telephone lines and/or for laying, repairing, operating, and renewing any pipeline of lines for water, gas or sewage, and any conduits for electric or telephone wires, and reserving to Lower Bridge Estates, their heirs and assigns the sole right to convey the rights herby reserved. No change. There shall be no excavation on any of these parcels for gravel, cinders or top soil. DWT 20572645v3 0085000-002153 No change. Rev 9/26/13 BUILDING AND USE RESTRICTIONS for LOWER BRIDGE ESTATES JOINT VENTURE (Recorded March 5, 1981, Vol. 337, p. 407-412, as amended through 2012) SECTION Section 19. Architectural and Building Committee COMMENT There is hereby formed an architectural and building committee which shall consist of three people, being the developer and two other owners of land in the development appointed by the developer, and said architectural and building committee shall serve until ninety (90%) percent of the lots in the development are sold, at which time the Home Owners Association of the development shall assume all responsibility of electing or appointing any architectural or building committee. Approvals herein required by the architectural or building committee are solely for the purpose for appearance and compatibility only.The owner is responsible for sound construction and adherence to the State and County codes. Generally the Architectural and Building Committee will be responsible for the approval of plans and specifications for the development of private areas and for the promulgation and enforcement of rules and regulations governing the use and maintenance of private areas and the improvement thereon. Neither the Architectural and Building Committee nor any member thereof shall be liable to any unit owner or the Administrator of diver Lower Bridge Estates for any damage, loss or prejudice suffered or claimed on account of any action or failure of the Committee or a member thereof, provided only that the member in accordance with actual knowledge possessed by him, has acted in good faith. Section 20. Architectural Control No building, fence or other structure shall be erected, placed or altered and remodeled on any of the lots inclusive in Lower Bridge Estates until the building plans, specifications and plot plans showing the location of such buildings and landscaping have been approved by the Architectural and Building Committee or its authorized representative for appearance and for conformity and harmony of external design with the existing structures in the area, location of the building with respect to property and building setback lines and conformance with the intent and purposes of these Building and Use Restrictions. DWT 20572645v3 0085000-002153 This Section is being amended to correct a typographical error. No change. Rev. 9/26/13 SECTION Section 21. BUILDING AND USE RESTRICTIONS for LOWER BRIDGE ESTATES JOINT VENTURE (Recorded March 5, 1981, Vol. 337, p. 407-412, as amended through 2012) COMMENT These restrictions may be amended s>t--nar3dified-at--any pur -the -rear rtlec#�rwnetc+# eaeli- aacel--of land only with the approval of owners representing at least 75 percent of the total lots in Lower Bridge Estates. For this purpose, each lot is entitled to one vote, regardless of the number of owners. Any person purchasing a lot within Lower Bridge Estates Subdivision hereby acknowledges and accepts the present use and future development for mining purposes of the adjoining lands to the north and west zoned Surface Mining (SM) and Surface Mining Reserve (SMR). Any purchaser accepts the outright and conditional uses permitted within these zones on the land indicated. Any purchaser acknowledges the need in Deschutes County for these mining uses and that the property indicated best meets these needs. Any purchaser further acknowledges that use of the adjoining mining properties pursuant to Deschutes County Zoning Ordi . , No. PL -15, Section 4-110, Surface Mining Zone, and Section 4-110, Surface Mining Reserve Zone, is not to be a private nuisance nor an actionable public nuisance within the meaning of Oregon Revised Statutes 103.127. DWT 20572645v3 0085000-002153 This section is being amended on advice of counsel to comply with state law and to clarify that each lot is entitled to one vote. 6 Rev. 9/26/13 SECTION BUILDING AND USE RESTRICTIONS for LOWER BRIDGE ESTATES JOINT VENTURE (Recorded March 5, 1981, Vol. 337,.p. 407-412, as amended through 2012) Section 22. General Provisions Section 23. Severability hatch owner or cs - 'vierr Of lot in Lower Briitee [.states shall automatically' be a.menitber of.Lower Bridge Estates Property Owners' Association ("Association"). The Association shall be governed by a five (5) member Board of Directors. The powers and deities of the Board .of 'Directors are more specifically set forth in the .B laws of the Association, Failure by the Association, or by any owner, to enforce any covenant or restrictionherein contained shall in no event be deemed waiver of the right to do so thereafter. If any owner constructs or permits to be constructed any improvements on his property which will violate any provision of this declaration, the Association may, no sooner than sixty (60) days after delivery to such owner of written notice of the violation, enter upon the offending property and remove the cause of such viola tion, or alter, repair, or change the item which is in violation of such declaration in such manner as to make it conform thereto with the reasonable action to be charged against the owner's land. In the event that arbitration or legal action is required to correct any violation of the CC&Rs, it is stipulated that the losing party will pay all reasonable costs and fees of the other party. Members who are delinquent on dues, or who have received a letter from the Architectural Review Committee stating that they are in violation of CC&Rs shall be considered as Members Not in Good Standing, and shall therefore be prohibited from voting in Association meetings or holding office until dues are paid, or violations are corrected. COMMENT This section is being amended on the advice of counsel, to be consistent with the Bylaws. 1999 Amendment Added (Vol. 1999, p. 11863) 2001 Amendment Added (Vol. 337, p. 407) Invalidation of any one of these covenants or restrictions by judgment or court order shall in nowise affect any other provisions whichthall remain in full force and effect. Section 24. No Nothing herein contained in this declaration or in any Right of Reversion form of deed which may be used by declarant, or its successors or assigns, in selling said property, or any part thereof, shall be deemed to vest or reserve in declarant or the Association any right of reversion or rte -entre for breach DWT 20572645v3 0085000-002153 No change, No change. 7 Rev. 9/26/13 BUILDING AND USE RESTRICTIONS for LOWER BRIDGE ESTATES JOINT VENTURE (Recorded March 5, 1981, Vol. 337, p. 407-412, as amended through 2012) SECTION COMMENT Section 25. Waiver of violation of any one or more of the provisions hereof. Benefit of provisions, waiver; the provisions contained in the declaration shall bind and inure to the benefit of and be enforceable by declarant, the Association, and the owner or owners of any portion of said property, and their heirs and assigns, and each of their legal representatives, and failure by declarant or by the Association or by any of the property owners or their legal representatives, heirs, successors, or assigns, to enforce any of such conditions, restrictions, or charges herein contained shall in no event be deemed a waiver of the right to do so. DWT 20572645v3 0085000-002153 No change. 8 Rev 9/26/13 SUMMARY OF PROPOSED AMENDMENTS (August 14, 2013) AMENDED AND RESTATED BYLAWS LOWER BRIDGE ESTATES PROPERTY OWNERS' ASSOCIATION (Vol. 2007, p. 07474, as amended through 2012) ARTICLE/SECTION ARTICLE 1. NAME & PURPOSE COMMENT Section 1. Section 2. DWT 20572645v3 0085000-002153 This Association shall be called: LOWER BRIDGE ESTATES PROPERTY OWNER'S ASSOCIATION. The purposes and objects of this Association shall be as follows: To, at the Members' sole discretion, provide for the operation, maintenance, repair, rebuilding or rehabilitation of roads, streets, and public ways of Lower Bridge Estates, Deschutes County, Oregon, for the benefit of Members of the Association who have purchased parcels therein; To, at the Members' sole discretion, pay all fees and enter into all agreements with the Bureau of Land Management, Department of the Interior relating to the roadway system shown on the recorded plat of Lower Bridge Estates Subdivision, To implement and administer the Building and Use Restrictions for Lower Bridge Estates; To, at the Members' sole discretion, provide for the maintenance, protection, preservation and development of.Lower Bridge Estates and promote the health, safety and welfare of its Members in accordance with the provisions of the Building and Use Restrictions; To exercise all powers, rights and privileges which a non-profit corporation and a Planned Community organized under ORS Chapters 65 and 94 respectively, now or hereafter exercise which are necessary to carry out the primary and specific purposes of the Association. 9 No change. This section is being amended on the advice of counsel to clarify that the Association may exercise all the powers and rights of a Nonprofit Corporation and a Planned Community organized under state law. Rev 9/26/13 o LADED AND RESTATED BYLAWS LOWER BRIDGE ESTATES PROPERTY OWNERS' ASSOCIATION (Vol. 2007, p. 07474, as amended through 2012) ARTICLE/SECTION ARTICLE II Section 1. ARTICLE III. Section 1. ARTICLE IV FEES AND DUES Section 1. Annual Meetings Section 2. Special Meetings COMMENT All Each owners, of a par e,l-o p, e$ rt}y withip4he or co-owner of a lot in Lower Bridge Estates shall automatically become a Members of this Association, a d may rece""-a . Any person purchasing any paMel tot within said area under an agreement of sale andlor land sales contract shall be deemed the owner of said par-sel lot for the purposes hereunder. •. rship: Each lot is entitled to one vote, regardless of the number of owners. This section is being amended on the advice of counsel to clarify that each lot is entitled to one vote, and to consistently use the term "lot" rather than "parcel" to be consistent with state law. Annual assessments and Ddues shall be such amount as may be determined by the Members. This section is being amended at the advice of counsel to clarify that annual assessments are also determined by the members. The annual membership meeting shall be held the last Saturday of April of each year or such other time as may be designated by the Members or the Board. Special membership meetings shall be called by the Secretary upon resolution of the Board, or upon petition of five percent (5%) of the voting Members. The petition shall state the purpose of the special meeting and may fix a period of two weeks during which the meetings may be held; provided, however, that the petition be delivered to the Secretary not less than one week before the designated period. Section 3. At any regular or special meeting a quorum shall Quorum consist of forty percent (40%) of the membership, except that any membership meetings at which a quorum is not present may be adjourned for from seven to fourteen days, with notice given to all voting Members that the meeting was so adjourned. At the reconvened meeting, a quorum will consist of five percent (5%) of the membership. DWT 20572645v3 0085000-002153 This section is being amended at the advice of counsel to clarify that the Board or the Members can determine the date of the annual membership meeting. No change. No change. 10 Rev. 9/26/13 AMENDED AND RESTATED BYLAWS LOWER BRIDGE ESTATES PROPERTY OWNERS' ASSOCIATION (Vol. 2007, p. 07474, as amended through 2012) ARTICLE/SECTION Section 4. Powers of Meetings COMMENT At a membership meeting, declarative resolutions may be adopted, and instructions may be issued to the Board provided that do not abridge powers specifically granted to the Board by the Articles or these Bylaws. At a Special membership meeting no business may be conducted other than that stated as the purpose of the meeting, without the unanimous consent of the Members present. Section 5. Voting Rights Section 6. Notice — Owners' Meetings No change. Each Membef lot shall he entitled to one vote only, regardless of the number of owners. Said vote shall be cast in person, of by mail or electronically, and there may be voting by proxy. Annual Meetings. The Board, in a Board action, shall cause the annual meeting of the Association to be held on a date to be established by the Board or the Owners. The Board or Owners, from time to time, may change the meeting date, provided that the meeting is held annually. At such meetings. the Owners shall elect new members of the Board in accordance with the requirements 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. Special Meeting. The President shall 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 thirty percent (30%) or more of the Owners. All meetings called because of petition of Owners shall be held at a formal gathering, and not by written ballot, notice of which shall be sent within thirty (30) days after the Secretary's receipt of the petition. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business other than that stated in such notice shall be transacted at a special meeting unless by consent of all the Owners of the Lots or as otherwise set out in these Bylaws. Notice of Meetings. The Secretary shall mail by first class mail, hand deliver, or deliver via electronic communication, a notice of each annual and special meeting, stating the purpose thereof and the time and place where such meeting is to be held, to each Owner of record at least ten (10) but not more than fifty (50) days before such meeting or the date on which ballots Fora bililot meetin are re wired to be rcutrned. 'rite DWT 20572645x3 0085000-002153 This section is being amended on the advice of counsel to clarify that each lot shall be entitled to one vote. This section is being added at the advice of counsel to comply with the notice requirements of ORS Chapter 94. 11 ftev 9/26/13 NDED AND RESTATED BYLAWS LOWER BRIDGEESTATES PROPERTY OWNERS' ASSOCIATION (Vol. 2007, p. 07474, as amended through 2012) ARTICLE/SECTION Section 7. Notice — Board Meetings COMMENT Board of Directors may propose that the Owners take an action by written ballot without a meeting, pursuant to the provisions of the PCA and the Oregon Nonprofit Corporation Act. Such notices shall be mailed to the Owner's mailing or email address last given to the Secretary in writing by the Owner or such Owner's vendee. If Lot ownership is split or the Lot has been sold on a contract, notice shall be sent to a single address, of which the Secretary has been notified in writing by such parties. If no address has been given to the Secretary in writing, then mailing to the Lot shall be sufficient. The mailing or emailing of a notice in the manner provided in this Section shall be considered notice served. Provided however, an owner may decline to receive notices or ballots via electronic communication by written notice to the Secretary. Adjourned Meetings. If any gathering of Owners is not a legal meeting because a quorum has not attended, the Owners who are present, either in person or by proxy, may adjourn the meeting to a time not less than forty- eight (48) hours or more than twenty (20) 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. Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by a majority of the Directors. Notice of regular meetings of the Board may be called by the President on at least three (3) days' notice to each Director, given personally or by mail, telephone, e-mail or facsimile, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special Meetings. Special meetings of the Board may be called by the President or Secretary or on the written request of at least two (2) Directors. Special meetings of the Board may be called on at least three (3) days' notice to each Director, given personally or by mail, telephone, e-mail or facsimile, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Board Meetings Open to All Association Members. Except for executive sessions, all meetings of the Board shall be open to any and all Members of the Association, provided, however. that no Association This section is being added at the advice of counsel to comply with the notice requirements of ORS Chapter 94. DWT 20572645v3 0085000-002153 12 Rev, 9/26/13 AMENDED AND RESTATED BYLAWS LOWER BRIDGE ESTATES PROPERTY OWNERS' ASSOCIATION (Vo1.2007, p. 07474, as amended through 2012) ARTICLE/SECTION Member shall have a right to participate in the Board's meetings unless such Member is also a member of the Board. The President shall have authority to exclude anv Association Member who disrupts the proceedings at a meeting of the Board. Except in the case of an emergency, the Board shall 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 shall state the general nature of the action to be considered, as precisely as possible, 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. Notice to Association Members of Board Meetings. For other than emergency meetings, notice of special Board meetings shall be posted at a place or places on the property at least three days prior to the meeting or notice shall be provided by a method otherwise reasonably calculated to inform Owners of such meetings including via electronic communication. The Board shall give Owners notice of regularly scheduled Board meetings at the beginning of each year by first class mail, electronic communication or other reasonable means setting out the time and place of the regular meetings. For any changed time or place of a regular meeting, the notice requirements for special meetings shall apply. Emergency Meetings. In the event of an emergency, Board of Directors meetings may be conducted by telephonic communication or by the use of a means of communication that allows all Board members participating to hear each other simultaneously or otherwise to be able to communicate during the meeting. No notice to either Directors or Association members shall be required for such meetings of the Board of Directors to be held for anv emergency action. Provided, however, that no such meeting shall occur unless at least seventy-five percent (75%) of the Board of Directors participate in the same and after an attempt has been mads to reads each Direciu, DWT 20572645v3 0085000-002153 COMMENT 13 Rev 9/26/13 AMENDED AND:RES.TATED :BYLAWS LOWER BRIDGE ESTATES PROPERTY OWNERS' ASSOCIATION (Vol.2007, p. 07474, as amended through 2012) ARTICLE/SECTION COMMENT Section 8. Notice — Ballot Meetings Ballot Meetings. Unless prohibited or limited by the Articles of Incorporation of the Association, 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. Provided, however, action by written ballot may not substitute for annual meeting, meeting to remove a director or special meeting called at the request of the Owners. Such ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. A proposed action shall be deemed to be approved by written ballot when the number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. The Board must provide Owners with at least ten (10) days' notice as required by ORS 94.647 before written ballots are mailed or otherwise delivered. If, at least three (3) days before written ballots are scheduled to be mailed or otherwise distributed, at least ten percent (10'/o) of the Owners petition the Board requesting secrecy procedures, a written ballot must be accompanied by a secrecy envelope, a return identification envelope to be signed by the Owner and instructions for making and returning the ballot. The Board of Directors may extend the date for counting the ballots of a ballot meeting, in one or more extensions, for up to ninety (90) days after the originally scheduled ballot return date if a quorum of ballots has not been returned and/or for matters on which a certain percentage approval is required and that vote has not been received nor have sufficient votes in opposition been received to negate such approval. Provided, however. if a secret ballot is required, secrecy ballots may not be examined or counted prior to the date certain specified in the notice or any extension thereof. DWT 20572645v3 0085000-002153 This section is being added at the advice of counsel to comply with the notice requirements of ORS Chapter 94. 14 kev, 9/26/13 AMENDED AND RESTATED BYLAWS LOWER BRIDGE ESTATES PROPERTY OWNERS' ASSOCIATION (Vol. 2007, p. 07474, as amended through 2012) ARTICLE/SECTION ARTICLE V Section 1. Directors Section 2. Vacancies COMMENT The management of the Association shall be vested in a Board of Directors of five persons which shall be elected by the membership. All directors shall serve for a period of three (3) years and until their successors are duly elected and qualified. The initial Board of Directors shall hold office for staggered terms, so that approximately one-third of the Board is elected each year. Section 3. Du ties of Directors Any director of this Association who, having been duly notified, fails to attend four regular consecutive meetings without excuse satisfactory to the Board, shall thereby forfeit his membership thereon, and the position shall thereupon be deemed vacant. DWT 20572645v3 0085000-002153 The Directors shall administer all business carried on by the Association under the direction and control of any special or regular meeting of the Members. They shall issue an annual financial statement to the membership. They shall also issue annually to the membership a full report of its work during the year and of the progress and condition of the Association. The Board may create advisory committees composed of individuals interested in one or more phases of the work of the Association. The Directors shall have the power to purchase and I or lease additional real estate; to construct recreational facilities; to purchase recreational equipment, including horses; to expend money to maintain the roads and other facilities owned and I or operated by the Association and I or its membership for the benefit of the Members; to provide informational services for Members and prospective owners of the property, and to provide such additional services to the Members as they in their sole discretion may determine to be advisable. Notwithstanding anything contained herein to the contrary, the Directors shall be limited in their overall annual spending authority to an amount not to exceed $394 $1,500. Any amount in excess shall require the approval of the Members. No change. No change. 2009 Amendment Added (Vol. 2009-07474) 15 Rev 9/26/13 LADED AND`dtE-STATED:tBYLAWS LOWER BRIDGE -ESTATES PROPERTY OWNERS' ASSOCIATION (Vol. "2007, p. 07474,, as .amended :through _2012) COMMENT Section 4. The officers shall be: President, Vice -President, Officers Secretary, Treasurer and such others as the Board may deem necessary. The President, Vice -President and Secretary shall be appointed by the Board of Directors from their number at the first regular board meeting following the annual election. All officers shall hold office at the discretion of the Board. L Section 5. Duties of Officers DWT20572645v3 0085000-002153 If the Treasurer is not a Member of the Board, he may have a voice, but not vote, at the Board meetings. The officers shall perform the duties usually appertaining to such offices and such other duties as may be delegated to them by the Articles or these Bylaws, or by the Board. No change. No change. 16 Rcv 9/26/13 AMENDED AND RESTATED BYLAWS LOWER BRIDGE ESTATESPROPERTY OWNERS' ASSOCIATION (Vol. 2007, p. 07474,.as amended through 2012) ARTICLE/SECTION ARTICLE VI MAIL VOTE Section 1. DWT 20572645v3 0085000-002153 Whenever in the judgment of the Board of Directors any questions shall arise which it considers should be put to a vote of the membership, and when it deems it inexpedient to call a special meeting for that purpose, it may submit the matter to the membership in writing by mail for vote and decisione pursuant to the requirements of the laws of the State of Oregon as provided by ORS 94.647, as follows: Use of written ballot for approving or rejecting matters subject to meeting of association members; procedures; exceptions. (l) Vtiless prohibited or limited by he declaration or bylaws, any action that may be taken at any annual, regular or special meeting of the homeowners association may be taken without a meeting if the association delivers a written ballot to every association member that is entitled to vote on the matter. Action by written ballot may not substitute for the following meetings: (a) A turnover meeting required under ORS 94.616 (Turnover meeting). (b) An annual meeting of an association if more than a majority of the lots are the principal residences of the occupants. (c) A meeting of the association if the agenda includes a proposal to remove a director from the board of directors. (d) A special meeting of the association called at the :request of owners under ORS 94.650 (Meetings of lot owners) (2). (2){:1) A vTitten ballot shall set forth each proposed COMMENT This section is being amended at the advice of counsel to comply with the mail voting requirements of ORS 94.647 (2013). 17 Rev. 9/26/13 AMENDED AND RESTATED BYLAWS LOWER BRIDGE ESTATES PROPERTY OWNERS' ASSOCIATION (Vol. 2007, p. 07474, as amended .through 2012) ARTICLE/SECTION action and provide an opportunity to vote for or against each proposed action. (b) The board of directors must provide owners with at least 10 days' notice before written ballots are mailed or otherwise delivered. If, at least three days before written ballots are scheduled to be mailed or otherwise distributed, at least 10 percent of the owners petition the board of directors requesting secrecy procedures, subject to paragraph (d) of this subsection, a written ballot must be accompanied by: (A) A secrecy envelope; (B) A return identification envelope to be signed by the owner: and (C) Instructions for marking and returning the ballot. (c) The notice required under paragraph (b) of this subsection shall state: (A) The general subiect matter of the vote by written ballot. (B) The right of owners to request secrecy procedures specified in paragraph (b) of this subsection; (C) The date after which ballots may be distributed; (D) The date and time by which any petition requesting secrecy procedures must be received by the board; and (E) The address where any petition must be delivered. (4) The reouirements of naravap,{�(jj and (13 J of this subsection do not apply to a written ballot of an owner if the consent or approval of that owner is requited by the declaration or bylaws or ORS 94.550 (Definitions for LRS <a'I.550 ro 94.7$3) to 4),1 .783 (When certain administrative provisions (3) Matters that may be voted on by written ballot shall be deemed approved or rejected as follows: Fa . r aval of a ro osed action otherwise would COMMENT 18 DWT 20572645v3 0085000-002153 Rev. 9/26/13 AMENDED AND RESTATED: BYLAWS LOWER BRIDGE ESTATES PROPERTY OWNERS' ASSOCIATION (Vol. 2007, p. 07474, as amended through 2012) ARTICLE/SECTION COMMENT reouire a mecum:, at which a certain gnonim inust be present and at which a certain percentage of total votes cast is required to authorize the action, the proposal shall be deemed to be approved when the date for the return of ballots has passed, a quorum of owners has voted and the required percentage of approving votes has been received. Otherwise, the proposal shall be deemed to be rejected: or (b) If approval of a proposed action otherwise would require a meeting at which a specified percentage of owners must authorize the action, the proposal shall be deemed to be approved when the percentage of total votes cast in favor of the proposal equals or exceeds the required percentage. The proposal shall be deemed to be rejected when the number of votes cast in opposition renders approval impossible or when both the date for return of ballots has passed and the required percentage has not been met. (4) All solicitations for votes by written ballot shall state the following: If approval ofaproposz:' written ballot requires that the total number of votes cast equal or exceed a certain quorum requirement, the number of responses needed to meet the quorum requirement (b) If approval of a proposal by written ballot requires that a certain percentage of total votes cast approve the proposal, the required percentage of total votes needed for approval; and (c) The period during which the association will accept written ballots for counting in accordance with subsection (5) of this section. (5)(a) The association shall accept written ballots for counting during the period specified in the solicitation under subsection (4) of this section. Except as provided in paragraph (b) of this subsection, the period shall end on the earliest of the following dates: (A) If approval of a proposed action by written ballot requires that a certain percentage of the owners approve the proposal, the date on which the association has 19 Rev. 9/26/13 DWT 20572645v3 0085000-002153 AMENDED AND RESTATED BYLAWS LOWER BRIDGE ESTATES PROPERTY OWNERS' ASSOCIATION (Vol. 2007, p. 07474, as amended through 2012) ARTICLE/SECTION received a sufficient number of approving ballots., (B) If approval of a proposed action by written ballot requires that a certain percentage of the owners approve the proposal, the date on which the association has received a sufficient number of disapproving ballots to render approval impossible; or (C) In all cases, a specified date certain on which all ballots must be returned to be counted. (b) If the vote is by secrecy procedure under subsection (2)(b) of this section, the period shall end on the date specified in the solicitation or any extension under paragraph (c) of this subsection. (c) Except as otherwise provided m the declaration or bylaws, in the discretion of the board of directors, if a date certain is specified in the solicitation under subsection (4) of this section, the period may be extended by written notice of the extension given to all owners before the end of the specified date certain. (6) Except as otherwise provided in the declaration or bylaws, unless the vote is by secrecy procedure under subsection (2)(b) of this section, a written ballot may be revoked before the final return date of the ballots. (7) Unless otherwise prohibited by the declaration or bylaws, the votes may be counted from time to time before the final return date of the ballots to determine whether the proposal has passed or failed by the votes already cast on the date the ballots are counted. (8) Notwithstanding subsection (7) of this section, written ballots that are returned in secrecy envelopes may not be examined or counted before the date certain specified in the solicitation or any extension under subsection (5)(c) of this section. ARTICLE VII LIABILITIES Section 1. Nothing shall constitute Members of the Association as partners for any purpose. No Member, officer, agent or employee shall be liable for the acts or failure to act of any other Member, officer, agent or employee of the Association. Nor shall any Member, DWT 20572645v3 0085000-002153 ' COMMENT No change. 20 Rev. 9/26/13 AMENDED_ AND=RES.TATED::BYLAWS LOWERBRIDGEESTATES PROPERTY. OWNERS' ASSOCIATION (Vol. 2007, p. 07474, as: amended through: 2012) ARTICLE/SECTION ARTICLE VIII AMENDMENTS Section 1. COMMENT officer, agent or employee be liable for his acts or failure to act under the Articles or these Bylaws, except only acts or omissions arising out of his willful misfeasance. These Bylaws may be amended, repealed or altered in the whole or in part by the affirmative acts of two- thirds (2/3) of the total votes cast in person or by proxy at a duly organized membership meeting of the Association. DWT 20572645v3 0085000-002153 No change. 21 Rev 9/26/13