ARTICLE I. MEMBERSHIP
Membership in the Hills West Recreational Club, hereinafter referred to as “The Club” shall be voluntary. Membership may exist for any or each dwelling unit or lot within the following described area situated in the City of Richland, County of Benton, State of Washington, to wit:
The area bounded on the East by Leslie Road, on the North by Columbia Park Trail, on the South by Keene Road, and with a Western boundary that can be further described as follows: a line running due north and south starting from the southwest corner of Badger Mountain Community Park where it meets Keene Road, and running due north from that point until it meets Heritage Hills Road. From that point, the Western boundary shall include the area bounded by Allenwhite Dr., Adair Dr., Rockwood Dr., and Heritage Hills Dr. The Western boundary shall further include all homes located on Riverwood St. between Rockwood Dr. to the East and the ending terminating cul de sac on the West end of Riverwood Dr. PROVIDED that in the cases of Heritage Hills Dr. and Allenwhite Dr., parcels located on both sides of the street shall qualify for membership as provided herein.
This description shall be supplemented by the illustrated map, attached to the Bylaws as Exhibit A, which shall, by this reference, be incorporated into this description of boundaries. In the event of any conflict between the written description contained herein and the visual depiction contained in Exhibit A, this written description shall control.
Each dwelling unit or lot within said area shall be entitled to one membership upon payment of the cost thereof as fixed by the Board of Directors and as approved by the General Membership and upon filing an application for membership with the Membership Coordinator. The right to membership shall rest with the owner. The property owner must show proof of residence at the time of registration, and each year thereafter that the owner retains the membership. The property owner may elect to retain or assign the right of membership to the tenant of the property (including a renter). A property owner must notify the Membership Coordinator within 30 days (in writing or by email) that the membership has been sold to the new tenant of the property. In addition, the property owner must provide the Membership Coordinator with contact information about the new member for the purpose of maintaining a current membership registration list.
The HWRC Rules and Regulations should be referred to regarding Summer Swimmer Memberships (Article I, Paragraph F).
Memberships shall be open to all, as described above, without regard to race, creed, color, or sex.
B. MEMBERSHIP LIMITATION
Total membership shall be limited at any one time to not more than one hundred fifty (150). The membership limit of 150 or less is can be changed by the Board annually, if necessary. However, the membership limit may be changed by a two-thirds majority vote of the General Membership. The Membership Coordinator will maintain a wait list for those wanting a membership if none are available. Names on the wait list are kept for set period based on the date the request was made.
C. TRANSFER OF MEMBERSHIP
Any member moving out of the boundary area must sell their membership to a party currently living within the boundary area and must arrange for the sale of their membership prior to the next registration period. Members wishing to discontinue membership may arrange a sale of their membership to the purchaser of their property (Section A) or to a buyer within the boundary area. In the event that the member or purchaser does not elect to transfer membership with the property or in the event of planned discontinuance of a membership without property sale), the member must notify the Membership Coordinator (in writing or by email) that the membership is available. The Membership Coordinator will communicate to the member the process for selling memberships; however, it is not the Board’s responsibility to find a purchaser of a membership that is for sale. There are no restrictions as to transfer price imposed by the Club. Once a buyer is found, the Membership Coordinator must be notified within 30 days for the purpose of processing the required transfer paperwork. Memberships may be transferred only on the records of the Club by the Membership Coordinator and only upon the payment of all dues and assessments then due and unpaid. Dues and assessments are to be paid for all periods even when the member makes no use of the facilities or is in the process of selling or attempting to sell his membership.
D. TERMINATION OF MEMBERSHIP
Membership shall be terminated upon sale and transfer of the membership on the books of the Membership Coordinator. Such termination shall not precede settlement by the member of any dues, assessments or other charges theretofore accrued and unpaid at the time of membership termination. Membership may be terminated for cause by action of the Board of Directors for failure to comply with the Bylaws or any duly adopted policies, rules, or regulations of the Club or because of a demonstration of a lack of good citizenship as it relates to the Club’s purpose and activities. Prior to termination due to a noncompliance action, the Board of Directors will conduct a hearing and will send written notice within seven (7) days to the owner of the membership indicating the discontinuance of the membership.
The amount up to the original membership fee will be forfeited by the member as a penalty whereon the Board may bill said terminated member for any other dues or assessments owing.
E. MEMBERS VOTING RIGHTS
Each membership shall be entitled to two (2) votes as long as those voting are at least 18 years of age; the vote may be made in person, electronically, or by proxy. Proxies must be in writing and filed with the Secretary at any meeting where they are voted.
F. MEMBERSHIP MEETINGS
Meetings of the membership, with the exception of the annual Meeting, may be called at the direction of the President, a majority of the Board of Directors, or on written petition of ten percent (10%) of the membership. Meetings of the membership shall be conducted in accordance with Roberts Rules of Order unless otherwise specified in these Bylaws. Twenty percent (20%) of the membership, attending in person or by proxy, shall be necessary to constitute a quorum. Notice of meetings of the membership shall be given in writing, delivered in person, by mail, or by email at least fourteen (14) days before such meeting, to each member at his/her address in the records of the Membership Coordinator, with such notice giving the time, date, place and purpose of the meeting. If emergency situations exist, an emergency meeting may be called with notification two (2) days before such meeting. Business transacted at an emergency meeting will be restricted to items of an urgent nature which could not wait fourteen (14) days for a regular meeting without significant penalty to the Club.
G. ANNUAL MEETING
There shall be an annual meeting of the membership in October of each year at a time and place as specified in the notice of such meeting given to the membership.
H. MEMBERSHIP RIGHTS
Members, families of members, and guests of members shall have the right to use the recreation facilities of the Club only so long as the members’ dues and assessments are not in arrears by more than thirty (30) days, and all comply with the Bylaws, rules, and regulations of the Club relating to use of facilities.
I. LIMITATION OF LIABILITY
Those purchasing membership in the Club agree to waive all rights to bring any or all claims against the Club for bodily injury, property damage, personal injury or any reason whatsoever.
ARTICLE II. MANAGEMENT
A. OPERATING YEAR
The operating year of the Club shall be from May 1 through April 30 of each year.
B. BOARD OF DIRECTORS
A Board of Directors consisting of seven (7) members shall be the governing body of this Club. Members of the Board of Directors will function as: President, Vice President, Secretary, Treasurer, Membership Coordinator, Pool Operations Manager, and Grounds Supervisor. The cost the annual membership fee may be waived for members on the Board.
In addition, the Board can create additional non-director positions that are paid positions, and members fulfilling those duties may be required to report to the Board of Directors on occasion. Payment for these services is set by the Board.
C. TERM OF OFFICE
The term of office for the first Board of Directors shall be as follows: Four (4) for one (1) year and three (3) for two (2) years. Directors on the first Board shall determine their term of office by drawing lots. All Directors elected after the first Board has been elected shall have two (2) year terms. No Director shall serve more than three (3) consecutive terms. The term of office shall begin November 1 and conclude October 31.
D. TIME, PLACE AND MANNER OF ELECTION
Members of the Board of Directors shall be elected at the regular annual meeting of the membership. The President shall appoint a nominating committee of (2) members who shall contact and identify at least the total number of directors required to replace outgoing directors, and preferably identify at least two (2) more directors than required. Prospective candidates will be informed about the duties of each position and the skills useful in performing these duties. The nominating committee will ask each candidate to run for a specific director’s position and will make every effort to match skills, abilities, and interests to the position the candidate is seeking. Information about the candidates will be included in a ballot that will be mailed/emailed to each member’s current address. The General Membership will elect new directors at the annual meeting, and the election will be by secret ballot.
A regular annual meeting of the Board of Directors shall be held within one (1) month following the annual meeting of the membership. At this meeting, the newly elected directors will receive keys, notebooks, and other pertinent information from the outgoing directors. Special meetings of the Board of Directors may be called at any time by the President or any three members of the Board, whereupon the SECRETARY SHALL GIVE NOTICE AS SPECIFIED BY THE BOARD TO EACH BOARD MEMBER.
F. BOARD MEETINGS
Meetings of the Board of Directors shall be conducted in accordance with Roberts Rules of Order, unless otherwise specified in the Bylaws or by the Board. Each Board member shall have one (1) vote. Proxies shall not be allowed. FOUR (4) DIRECTORS SHALL CONSTITUTE A QUORUM.
G. REMOVAL FROM OFFICE
Any member of the Board of Directors may be removed by a vote of five-sevenths (5/7) of the Board of Directors, or a Director may be removed by a majority vote of the General Membership quorum, such vote being held at a meeting of this Club.
The Directors shall receive no compensation of services as officers of this Club; however, if the Hills West Recreation Club has at least 70 members and is financially solvent, the Board members’ operating fees will be waived at the time of registration. Credit for work jobs will be carried over and applied after a Board member ends a term of office. The exception to compensation can be made for the duties performed by the Treasurer and Pool Operations Manager as deemed by the Board of Directors. The Board of Directors shall have the power to determine the nature and amount of the Treasurer’s and Pool Operations Manager’s compensations.
I. VACANCIES ON THE BOARD OF DIRECTORS
Vacancies occurring on the Board of Directors shall be filled by appointment by the remaining Board of Directors and such appointee shall serve until the next annual meeting.
J. FEES, ASSESSMENTS, AND DAMAGES
The Board of Directors shall have the power to fix the amount of operating fee, assessments, penalties for late payments, and damage to be paid by members, and determine when the same should become due and payable. Annual charges associated with membership approved capital expenditure financing may be funded through operating fees or assessments, if required.
All operating fees will be prepaid at the start of the operating year (May 1) in one lump sum payment and considered in arrears after one (1) month. A membership in arrears after (2) months will be considered terminated. The Treasurer must send notice in writing by June 1 if an account is not paid in full. One more reminder notice in writing must be sent prior to the July 1 deadline. If the account is not paid in full by July 1, then a written letter stating that the membership has been terminated is mailed to the member.
K. MEMBERSHIP FEES
The Board of Directors shall, at least once per year, fix the fee for membership in the Club, subject to approval by the General Membership.
The Board of Directors shall determine the insurance program to maintain.
ARTICLE III. DUTIES OF OFFICERS
The President of the Board of Directors shall supervise the activities of the Club, execute all instruments in its behalf, preside at meetings of the Board of Directors and of the membership of the Club, and perform such other duties usually inherent in such office.
B. VICE PRESIDENT
The Vice President of the Board of Directors shall act for the President in his/her absence, oversee the proper maintenance of clubhouse and tennis courts, and perform such other acts as the President of the Board of Directors may direct.
It shall be the duty of the Secretary of the Board of Directors to keep and electronically preserve records of the Board of Directors and of the Club, to give notice of meetings, to publish a regular newsletter for the benefit of members, and to perform such other acts as the President or Board of Directors may direct.
The Treasurer of the Board of Directors shall receive, disburse, and be accountable for all funds belonging to the Club when payment is authorized by the Board of Directors, maintain bank accounts in depositories designated by the Board of Directors, and render an annual financial report at the annual meeting. In addition, the Treasurer shall distribute to the membership the annual budget as proposed by the Board at least fourteen (14) days prior to the annual meeting. The Treasurer will be responsible for all billing to the membership and maintain a record of current and delinquent membership accounts. All checks from bank accounts and withdrawals from the savings accounts shall require the signatures of two (2) members of the Board of Directors. One (1) signature will suffice for transfers between savings and checking accounts.
E. POOL OPERATIONS MANAGER
The Pool Operations Manager of the Board of Directors shall arrange for the safe and efficient operation of the Club’s pool facilities and is responsible for ensuring proper maintenance of the pool and pool equipment.
F. MEMBERSHIP COORDINATOR
The Membership Coordinator of the Board of Directors shall keep all membership records of the Club, including a current membership list, service agreements, and arrange for transfer of membership in accordance to policies set forth by the Board of Directors.
G. GROUNDS SUPERVISOR
The Grounds Supervisor of the Board of Directors shall be responsible for the ongoing maintenance of the grounds and water system and perform acts as the President of the Board of Directors may direct.
Annual Budget: The annual budget shall be prepared by the Board of Directors and approved by the General Membership at the annual meeting. There shall be created by the Board of Directors, a general fund and an emergency fund of the Club. These funds shall be administered by the Board of Directors, subject to the following:
a. General Fund: This fund is to be initiated and maintained by the deposit of all basic membership fees, operating fees, assessments, fines and any other source of corporate income. This fund shall be utilized for the payment of general operating expenses. Any unbudgeted expenditure in excess of $500 shall require approval by a majority vote of the Directors, except routine expenses such as utility bills and employer taxes. Any unbudgeted expense in excess of $3500 shall require approval of the General Membership, based on supplementary budget information presented by the Board.
b. Emergency Fund: This fund is to be initiated by the transfer of funds from the general fund to a special savings account to draw interest. The initial transfer shall take place no later than June 1, 1980, as determined by the Board of Directors. Interest of said fund shall remain in the emergency fund. Additions to the fund or replacements shall be at an annual rate determined by the Board of Directors. This annual accumulation is to be considered as part of the year’s operating costs and not a special assessment. The Board will set a minimum amount of the emergency fund; the maximum amount of the emergency fund shall be half the previous year’s operating expenses. The funds shall be expended for any emergency expense approved by the Board of Directors. After the fund has reached the stated maximum amount, money used from the fund shall be replaced at a rate determined by the Board of Directors.
ARTICLE IV. COMMITTEES
The Board of Directors shall establish standing committees as may be deemed necessary or as directed by vote of the membership. The term of such committees shall be at the discretion of the Board. The Board may delegate to the committee such authority as may be required for the performance of their assigned function. As the minimum, there shall be three (3) standing committees with the following duties:
A. AUDIT COMMITTEE
A two (2) person audit committee, whose members are not board members, shall be appointed by the nominating committee to conduct an annual audit of the financial transactions and records prior to the annual meeting.
B. POOL COMMITTEE
The Pool Operations Manager may elect to create a Pool Committee and shall be the Chairman of this committee. The Pool Operations Manager can assign duties and responsibilities to committee members for the purpose of assisting with the maintenance and operation of the pool facilities.
C. NOMINATING COMMITTEE
The President shall appoint a two (2) member Nominating Committee, consisting of non- Board members, to identify candidates for the Board of Directors, to appoint the Audit Committee and to fulfill other nominating functions at the discretion of the Officers of the Board.
ARTICLE V. MEMBERSHIP AGREEMENTS
The Board of Directors shall provide for the yearly issuance of Membership Agreements in the Club, which shall be in such form as may be determined by the Board. All agreements evidencing membership shall be uniquely numbered. The name, address, and phone number(s) of each member shall be entered on the records of the Club. Such an agreement shall be issued when a new member has paid any membership fees and dues that may then be required and the agreement is renewable each year.
ARTICLE VI. AMENDMENTS
These Bylaws may be amended by vote of the eligible membership at a regular meeting with notice given as specified in Article I, Section F, where a quorum is present, by a majority vote, provided that the article and section to be amended and the intent of the amendment is published in the meeting notice.
Bylaws Updated: October 22, 2022
EXHIBIT A – Boundary Map
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