These Restated Bylaws govern the internal affairs of Willow Bend Homeowners Association, Inc. (the “Association”), an Idaho nonprofit corporation formed to administer Willow Bend Subdivision, Meridian, Ada County, Idaho, pursuant to the Master Declaration recorded 14 June 2006 as Instrument No. 106221440, as amended.
The principal office of the Association shall be at such place in Ada County, Idaho, as the Board of Directors may designate. The Association may maintain a corporate seal. Correspondence may be directed through the managing agent: Westgate Property Management, 980 W State Street, Suite 210, Boise, ID 83702.
2.01 Members. Every Owner of a Lot in Willow Bend is a Member. There is one (1) vote per Lot. When more than one person holds an interest in a Lot, the vote shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot.
2.02 Annual Meeting. The annual meeting of Members shall be held in February of each year, on a date and at a time and place in or near Meridian, Idaho, set by the Board, for the election of Directors, receipt of reports, and such other business as may properly come before the meeting.
2.03 Special Meetings. Special meetings may be called by the President, by a majority of the Board, or by Members holding at least ten percent (10%) of the total voting power, upon written request stating the purpose of the meeting.
2.04 Notice. Written notice of each Members’ meeting stating the place, date, and hour, and in the case of a special meeting the purpose, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, by mail, hand delivery, or electronic transmission to the extent permitted by Idaho law and Owner consent.
2.05 Quorum of Members. The presence in person or by proxy of Members entitled to cast twenty-five percent (25%) of the total votes constitutes a quorum, unless a higher threshold is required by the Declaration or Idaho law for a particular action. If a quorum is not present, the meeting may be adjourned to a later date without further notice other than announcement at the meeting.
2.06 Proxies. Every Member entitled to vote may vote by proxy executed in writing by the Member or the Member’s duly authorized attorney-in-fact. A proxy is valid only for the meeting for which it is given (and any adjournment) unless a longer period is stated, and in no event longer than eleven (11) months. Proxies are revocable by attendance and voting in person or by written revocation delivered to the Secretary before the vote is taken.
2.07 Cumulative Voting. In all elections of Directors, cumulative voting is permitted. Each Lot may cast a number of votes equal to the number of Directors to be elected, and may cumulate those votes on one candidate or distribute them among candidates as the Member chooses. The candidates receiving the highest number of votes, up to the number of seats to be filled, shall be elected.
3.01 Number and Term. The Association shall have five (5) Directors. Directors shall be Members in good standing (assessments not more than sixty (60) days delinquent). Directors serve staggered three-year terms and until their successors are elected and qualified. Terms shall be arranged so that approximately one-third of the Board is elected each year.
3.02 Nomination — Section 6.03. Nominations shall be conducted in accordance with Section 6.03 of the Declaration. The Board shall certify the nomination list before the election packet is mailed. Candidate statements may be included in the packet subject to reasonable length limits set by the Board.
3.03 Quorum and Action. A quorum of the Board is three (3) Directors. The act of a majority of Directors present at a meeting at which a quorum is present is the act of the Board, unless a greater number is required by the Declaration, these Bylaws, or law.
3.04 Meetings. The Board shall meet regularly at least quarterly, and may meet more often as needed. Special Board meetings may be called by the President or any two Directors on at least two (2) days’ notice, which may be waived. Meetings may be held by teleconference or videoconference if all participants can hear one another.
3.05 Officers. The Board shall elect from among its members a President, Vice President, Secretary, and Treasurer, and may appoint such other officers as it deems appropriate. Officers serve at the pleasure of the Board for one-year terms unless sooner removed.
3.06 Vacancies. A vacancy on the Board may be filled by majority vote of the remaining Directors until the next annual meeting, at which Members shall elect a Director to serve the unexpired term.
3.07 Compensation. Directors shall not receive compensation for service as Directors, but may be reimbursed for reasonable out-of-pocket expenses approved by the Board.
3.08 Managing Agent. The Board may employ a managing agent. As of the demonstration packet date, the Association’s manager is Susan Collins, Westgate Property Management, 980 W State Street, Suite 210, Boise, ID 83702, 208-555-0142, manager@willowbendhoa.org.
Assessments shall be levied and collected as provided in the Declaration. The Board shall adopt an annual budget and may maintain operating, reserve, and escrow accounts. Fiscal year is the calendar year unless the Board adopts a different fiscal year by resolution.
The Board may establish committees, including the Architectural Control Committee required by the Declaration. Committee members serve at the pleasure of the Board. Committees other than the ACC are advisory unless the Board delegates specific authority in writing.
To the fullest extent permitted by Idaho law, the Association shall indemnify its Directors and officers against expenses and liabilities incurred in connection with their service, except for acts of gross negligence or willful misconduct. The Board shall maintain directors’ and officers’ liability insurance and such other insurance as is prudent for Association Property and operations.
These Bylaws may be amended by the affirmative vote of a majority of the voting power present in person or by proxy at a Members’ meeting at which a quorum is present, or by written consent of a majority of all Members, provided that no amendment may conflict with the Declaration or Idaho law.
Adopted by the Members this 12th day of February, 2019.
_______________________________ Secretary
Willow Bend Homeowners Association, Inc.