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IMPORTANT DEFINITIONS FOR FRIENDS AND NEIGHBORS
WHAT IS THE MARY'S RIVER ESTATES PROPERTY OWNERS
ASSOCIATION?
The Mary's River Property Owners Association, Ltd (MREPOA) is an
Oregon non-profit corporation. Any property owner whose land
abuts Mary's River Estates Road or is located within Mary's
River Estates or Mary's River Estates First Addition is eligible
for membership. Current membership dues are $10.00 per year.
The Property Owners Association was created to offer the
structure of a large, volunteer neighborhood group to residents
interested in safety and land use issues. The primary focus of
the Association has been to offer education, insight and power
for residents concerned about the process by which they can
obtain broad-based representation. The Association was designed
to be affordable and inclusive, rather than exclusive.
WHAT ARE THE BYLAWS OF THE MREPOA?
The bylaws of the Mary's River Estates Property Owners
Association are the rules by which the organization functions.
They create a method for enrollment and orderly notification of
members, election of representatives to the Board, disbursement
of funds and discussion of the issues. The bylaws assure that
there is accountability for expenditures or efforts and dues
moneys. They emphasize ways to determine matters of interest to
the general membership and try to avoid small, special interest
groups. In deference to the limited nature of available funds
and the more limited nature of the time contributed by volunteer
Board members, these bylaws are crucial. Though meetings of the
MREPOA are open for attendance by anybody, the bylaws require
that only members current on their dues are eligible to vote on
matter before the Board.
WHAT IS THE MARY'S RIVER ESTATES ROAD DISTRICT?
Mary's River Estates Road District is not the same body as the
Property Owners Association - the Road District is a legal,
state recognized, tax collection body. The Road District can
spend money on road-related concerns ONLY. The only source of
money for all other community concerns is the Property Owners
Association.
Mary’s River Estates Property
Owners Association, Ltd.
(An Oregon non-profit corporation)
By-Laws
1.
Membership
and Meetings
1.1
Members of the corporation are any property owner:
1.1.1
in Mary’s River Estates
1.1.2
in Mary’s River Estates First Addition; or
1.1.3
abutting Mary’s River Estates Road or access lanes
1.1.4
“Owner” as defined by name(s) on deeds
1.2
And who are current on their dues, as determined by the
secretary. (see 7.4)
1.3
The ANNUAL MEETING of the members shall be held on the
third Tuesday of each January. No notice shall be required
unless changes to the bylaws are proposed (see 8.4)
1.4
SPECIAL MEETINGS may be held at any time, at any place,
whenever called by action of the board, or by any group of ten
percent (10%) of the members in writing to the secretary, with
two (2) weeks notice to allow notification of the members,
unless bylaw changes are proposed (see 8.4)
1.5
DUES are $10 per eligible member per calendar year,
payable in January of each year, unless changed by unanimous
vote of the directors.
Voting
1.6
VOTING is one vote per property, regardless of the number
of names on a
deed (if more than one name appears on a deed,
those individuals are
responsible for deciding their vote) and one
vote per person, regardless of the
number of properties owned.
2.
Board of
Directors
2.1
POWERS- the affairs of the corporation shall be managed
by the board of
directors. Any major issue
can be brought for a vote before the board. A major
issue must be supported by either a quorum of
the board or a minimum of
20% of current members of the corporation.
2.2
Upon approval of these bylaws, the NUMBER of directors
will be a
Maximum of five, but no less
than three, of which the president shall be one.
The directors are divided into
three groups as follows:
Group A: one board member
shall serve a three-year term beginning 1993;
Group B: two board members
shall serve a three-year term beginning 1994;
Group C: two board members
shall serve a three-year term beginning 1995
2.3
The QUALIFICATION to be a director is to be a member (see
1.1 and 1.2)
2.4 The TERM is for three
years. Elections will be held annually at the annual meeting in
January.
2.5
VACANCIES will be filled by the board until the next
election. At that election, a new board member will be elected
to fill the vacancy. Within two months of the occurrence of a
board vacancy, all members current on their dues will be
notified in writing and are considered eligible to vote.
2.6
VOTING for the Board of Directors is covered in the
Articles of Incorporation, and defines that each member , who is
a property owner curent on their dues, may cast up to three
votes (per board member) at an election. Voting may be in person
or by proxy at an annual meting to be held on the third Tuesday
of each January.
3.
Meetings of
Board of Directors
3.1
SPECIAL MEETINGS of the board may be held at any place,
at any time, whenever called by the president, the secretary, or
two (2) or more directors.
3.2
NOTICE of time and place of any meeting of the board
shall be given by the secretary, or by the president or the
board members calling the meeting, by mail or by personal
communication, at least three (3) days prior to the date on
which the meeting is to beheld. Attendance of a director at any
meeting shall constitute a waiver of notice of such meeting,
except where the director attends a meeting for the purpose of
objecting to the transaction for any business because the
meeting is not lawfully called or convened. Neither the
business to be transacted nor the purpose of any meeting of the
board need be specified in the notice or any waiver of notice of
such meeting.
3.3
QUORUM shall be a majority of the board, and is needed to
transact any business at a meeting.
4.
Actions by
Written Consent
Any corporate action required or
permitted by the Articles of Incorporation, these bylaws, or the
laws of the State of Oregon to be taken at a meeting of the
directors may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
ALL the directors entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and
effect as a unanimous vote and may be described as such.
5.
Waiver of
Notice
When any notice is required to
be given to any member or director of the corporation by the
Articles of Incorporation, these bylaws, or the laws of the
State of Oregon, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or
after the time stated therein, shall be equivalent to the giving
of such notice.
6.
Indemnification of Directors and Officers
Each director and officer
serving the corporation and each person who at the request of or
on the behalf of the corporation is serving as a director or
officer of any other corporation, whether profit or not for
profit, and his respective heirs, executors and personal
representatives, shall be indemnified by the corporation against
expenses actually and necessarily incurred by the director or
officer in connection with the defense of any action, suit or
proceeding in which the director or officer is made a party by
reason being or having been such a director or officer, except
in relation to matters as to which the director or officer shall
be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duties; but such
indemnification shall not be deemed exclusive of any other
rights to which such person may be entitled under any bylaws,
agreement, vote of the board, members or otherwise.
7.
Officers
7.1
The OFFICERS of the corporation shall be a president, a
secretary, a treasurer and may include a vice president and
other officers and assistant officers as deemed necessary by the
board, each of whom shall be elected by the board and shall
serve until their successors are duly elected and qualified.
Any two or more offices may be held by the same person, except
the offices of president and secretary. In addition to the
powers an duties specified below, the officers shall have such
powers and perform such duties as the board may prescribe.
7.2
The PRESIDENT must be a director of the corporation. The
president shall exercise the usual executive powers pertaining
to the office of the president. The president shall preside at
meetings of the board and of the members.
7.3
Another officer shall act as president in the absence or
disability of the president.
7.4
The SECRETARY shall keep all records of the proceedings
of the board and members; sign and execute with the president
all deeds, bonds, contracts, and other obligation , or
instruments, except checks, in the name of the corporation and
determine members eligible to vote.
7.5
The TREASURER shall have the care and custody of and be
responsible for all dues collection, funds and investments of
the corporation and shall cause to be kept regular books of
account. The treasurer shall cause to be deposited all funds
and investments of the corporation and shall cause to be kept
regular books of account. The treasurer shall cause to be
deposited all funds and other valuable effects in the name of
the corporation in such depositaries as may be designated by the
board. In general, the treasurer shall perform all of the
duties incident to the office of treasurer. The treasurer shall
present a membership and financial report at the annual meeting.
7.6
VACANCIES in any office arising from any cause may be
filled by the board at any meeting.
7.7
SALARIES or compensation shall not be paid any officer or
director provided, however, that an officer or director shall be
entitles to reimbursement of out-of-pocket expenses incurred on
behalf of the corporation.
7.8
REMOVAL of any director or officer may be carried out by
the board whenever, in its judgment, the best interests of the
corporation will be served thereby.
8.
Administrative and Financial Provisions
8.1
The FISCAL YEAR of the corporation shall be October 1
through September 30.
8.2
LOANS PROHIBITED. No loan shall be made by the
corporation to any director.
8.3
BOOKS and RECORDS shall be kept current and complete both
as to records of account and as to minutes of the proceedings of
the board, members and committees having any of the authority of
the board. All books and records of the corporation may be
INSPECTED by any officer or director or the person’s agent or
attorney, for any proper purpose at any reasonable time. A
record of members and their dues status will be available at all
times.
8.4
AMENDMENT of these BYLAWS may be made ONLY by the members
and ONLY after notice of such proposed change is mailed to the
members THREE weeks before the changes are to be voted on (see
1.3 or 1.4). Members may give a written proxy to someone else to
vote on the changes as described in the notice. A change will
be made if approved by over one half of the members attending
the meeting in person or by proxy.
8.5
The RULES of PROCEDURE at meetings (board or membership)
shall be the rules contained in Robert’s Rules of Order on
Parliamentary Procedure newly revised, so far as applicable and
when not inconsistent with these bylaws, the Articles of
Incorporation, the laws of the State of Oregon, or any
resolution of the board.
9.
Covenants,
Conditions, Restrictions and Easements (CC&Rs)
9.1
This corporation has the responsibility to keep the DEED
RESTRICTIONS (CC&Rs) in force and updated for the subdivisions
represented by members.
9.2
Any change(s) to the CC&Rs need to be approved by mail
ballot by a majority of property owners in the affected area.
Adoped
effective January 1, 1995 |
