Bylaws

PREAMBLE

The Goldcrest Neighborhood was formed as part of a Planned Unit Development (PUD) established in 1974 by City of Olympia ordinance, designed to guide the development of an area of 237 acres. Under the PUD, a minimum of 40% of the land was required to remain in its natural state; however 10% of the greenbelt could be utilized for recreational facilities. The development of the remaining area was to be consistent with a master plan filed with the City. The PUD designation was repealed on August 28, 2001, and replaced by the zoning designation, “Residential Low Impact.” Residential Low Impact neighborhoods are a “mixed density single family residential development at average housing densities from two to four units per acre, provided that the development avoids adverse impacts upon aquatic habitat and does not create off-site stormwater problems.” The Goldcrest Homeowners Association, as a nonprofit corporation, owns the greenbelt and is responsible for maintaining the current combination of natural wooded areas and landscaped street corridors. The first protective covenants for the Association were adopted by the developer on May 17, 1977. The Goldcrest Homeowners Association was formed as a non-profit corporation through Articles of Incorporation filed on December 14, 1978, and has been governed by the Articles of Incorporation, Bylaws and Covenants since that date.

Because Goldcrest Homeowners Association is both a non-profit corporation and a homeowners association, it is governed by both RCW 24.03 (Non-profit Corporations) and RCW 64.38 (Homeowners Associations).

PURPOSE

The purpose of the Goldcrest Homeowners Association (Association) is to: enhance and protect the value, attractiveness, and desirability of the homes and land comprising Goldcrest subdivision; preserve and protect the greenbelt; preserve and improve the common areas of the greenbelt under the master landscape plan; preserve the sidewalks and pathways within the Association’s boundaries; establish and enforce covenants; authorize social and recreational use of the greenbelt consistent with the Association’s master landscape plan; sponsor neighborhood beautification cleanup projects; and represent the members of the Association on City of Olympia or State of Washington or other governmental entities on agency or legislative matters that affect the greenbelt, the covenants or the operations of the Association. The Association will not engage in any activities or expend any funds that cannot be directly related to the Association’s purpose.

The Association will not enforce municipal ordinances unless required to do so by a court order from a court of law with jurisdiction over the Association. Homeowners should contact the City if they have concerns about violations of city ordinances.

ARTICLE I – Membership

Section 1. Members are lot owners of record as described in the Association’s Articles of Incorporation. Members in good standing are those members who are current in their dues and assessments. Only members in good standing may hold office in the Association and vote on any Association business.

ARTICLE II – Board of Directors

Section 1. The business of the Association will be managed by a board of not less than three (3) or more than seven (7) members. The specific number of board members will be set by the association members at each annual meeting or at a special meeting called to recall or elect board members. Each board member must be an association member in good standing. Board members will be elected for two-year terms. To provide continuity of institutional knowledge, terms of Board members should be staggered with half of the terms expiring in even numbered years and half in odd numbered years.

Each board member position will have a position number, with a designated term. Each appointment or election to the Board will be to a specific position number and a record kept in the minutes of the annual meeting or the board meeting during which the member was elected or appointed.

Section 2. Vacancies on the Board may be filled by the President, with the consent of the Board, by appointing an association member in good standing to complete the vacant term.

Section 3. The Board must elect its officers at a meeting immediately following the adjournment of the annual meeting.

Section 4. The Board may meet at such times and places as determined by the President or Secretary of the Association or a majority of the board members, provided that sufficient written or electronic notice is given to each board member. A majority of the board members must be in attendance to constitute a quorum to transact business. The agenda and materials to be considered at a board meeting must be distributed in writing or by electronic means to all board members no later than seventy-two (72) hours before the board meeting. The distribution requirement may be waived at the board meeting by unanimous vote.

Section 5. A board member may resign by submitting a letter of resignation to the President of the Association.

Section 6. If a board member misses three board meetings during her or his term without an excuse acceptable to the Board, the board member may be removed from the Board by majority vote of the Board.

Section 7. To avoid the appearance or reality of excessive influence on association matters, only one individual from any lot may serve on the Board at the same time. No close relative of a currently serving board member may be elected or appointed to the Board. “Relative” means spouse, child, parent, grandparent or sibling.

Section 8. No person may serve on the Board for more than four consecutive terms.

ARTICLE III – Officers

Section 1. The board shall elect from among its members a President and Vice President to serve as officers of the Association. The election shall take place immediately after the adjournment of the annual meeting, and be for a term of one year. In the event of a vacancy in the position of President, the Vice President will assume the position of President. In the event of a vacancy in the position of Vice President, the Board may elect one of its members during a board meeting to serve as a replacement for the remainder of the term.

Section 2. The President shall preside at all board meetings and annual meetings. The President shall implement or direct the implementation of board policies and decisions, appoint and discharge all committee members, volunteers and contractors, subject to the approval of the Board, and perform other duties specified by the Board.

Section 3. The Vice President shall in the absence or incapacity of the President perform the duties of that officer.

Section 4. The Board shall elect a secretary as an officer of the Association from among its members for a term of one year. In the event of a vacancy, the Board may elect one of its members during a board meeting to serve as a replacement for the remainder of the term. The Secretary shall prepare, distribute and keep the agendas and minutes of the board meetings and annual, fall and special meetings, prepare, distribute and keep the newsletters and electronic membership communications of the Association, keep the non-financial records of the Association, and perform other ministerial duties as directed by the Board. The Secretary shall prepare and maintain a current list of individuals owning lots within Goldcrest.

Section 5. The Board shall elect a treasurer as an officer of the Association from among its members for a term of one year. In the event of a vacancy, the Board may elect one of its members during a board meeting to serve as a replacement for the remainder of the term. The Treasurer shall prepare and keep all financial records of the Association and prepare financial reports for review by the Board, the association members and the Audit Committee.

Section 6. In addition to the foregoing officers, the Board may, from time to time, elect other officers with such duties as the Board may deem proper.

Section 7. No board member may serve more than four consecutive terms in each of the officer positions established in this article.

Section 8. Association records maintained by individuals serving in the positions established in this article must be delivered to the current secretary (for non-financial records) or treasurer (for financial records) upon completion of the individual’s term(s) of service.

ARTICLE IV – Committees

Section 1. The Board shall appoint the following standing committees. The committee membership will include only members in good standing. In addition to the committees listed, the Board may establish other committees it deems appropriate.

  •  Architectural Control Committee. This committee will review and approve architectural modifications to home sites in the Association. The Committee will report its actions at the board meeting immediately following its decisions. A member in good standing may appeal a committee decision to the Board at a scheduled board meeting.
  • Greenbelt and Subdivision Maintenance. This committee will, with the approval of the Board, maintain a master landscape plan for the greenbelt. The Committee will coordinate the Board’s solicitation of contractors for maintenance and improvement of the greenbelt and infrastructure, and will manage the contracts that are awarded.
  • External Liaison Committee. This committee will represent the interests of the Association to the Coalition of Neighborhood Associations, individual neighborhood associations, the City of Olympia, Thurston County and state and federal agencies.
  • Member Liaison Committee. This committee will identify new members and provide information to them regarding the Association, and may serve as a liaison to members who wish to sponsor community social and recreational events that are authorized but not sponsored by the Board.
  • Audit Committee. This committee will advise the Board on fiscal and administrative policies and practices and review and advise the Board and membership on the results of audits. The Audit Committee may also conduct internal audits. Board members may not chair the committee.
  • Covenants Committee. This committee has the responsibility, upon receiving a complaint, to investigate violations of the Protective Covenants. The Committee will confirm whether a violation has occurred, and issue a letter to the homeowners to notify the homeowner of the violation when necessary. The Committee will also conduct hearings if requested by the lot owner who received a notice of violation. The Committee will provide the Board with a copy of its final decision and any recommended actions. 

ARTICLE V – Association Membership Meetings

Section 1. The association membership shall hold an annual meeting in the spring, no later than March 31st, to elect board members, approve the annual budget and approve the dues for the coming year. The association membership may hold a meeting in the fall to provide a forum for information sharing and discussion of issues. The association membership may hold additional special meetings at the call of the Board, the President or by a petition signed by at least ten percent (10%) of the membership that is delivered to the Secretary. The President or Secretary will set the date, time and location of membership meetings with the approval of the Board, unless specified in the petition signed by ten percent (10%) of the membership.

Section 2. Meeting notices must be mailed to each member’s last known address at least thirty (30) days before any meeting of the membership, and include a notice of the date, time and location of the meeting, an agenda listing the issues to be discussed, and a proxy form. Meeting notices for the annual meeting must also include a copy of the minutes from the previous annual meeting; an expenditure and revenue report current at the time of the publication of the newsletter; and a proposal from the Board for the annual budget and dues. If a quorum is not present at the annual meeting, the Board’s proposed budget and dues will take effect. The Board may include in the annual meeting notice a proposed slate of candidates for election to the Board, but association members may also nominate candidates from the floor during the meeting. If a quorum is not present at the annual meeting, the President may appoint, subject to approval of the Board, acting members to fill the positions that are left vacant because of the lack of an election. The acting members’ terms will expire at the next annual meeting. Homeowners may opt for electronic distribution of the agenda and meeting materials, in lieu of U.S. Post Office mail, if allowed by state law.

Section 3. Meetings may be adjourned or canceled, with reasonable cause that is out of the control of the Board with business carried to the next meeting, at any time and without notice, unless the meeting was called by a petition of at least ten percent (10%) of the membership as allowed under Section 1 of this Article, in which case the meeting will be rescheduled.

Section 4. The presence of twenty percent (20%) of members in good standing constitutes a quorum for the transaction of business at annual, fall or special membership meetings. Members may be present either in person or by a proxy.

Section 5. A member in good standing may give another member who is also in good standing a proxy to cast that member’s vote(s) at a specified meeting. A member may not hold more than two proxies for the meeting. The member giving the proxy must complete a form provided by the Association and deliver it by mail or in person to the Secretary of the Association no later than five (5) days before the meeting. Proxies may only be used to vote on items previously listed on the agenda.

Section 6. The President, or in her or his absence, the Vice President, will preside at all meetings. The meetings will be conducted according to Robert’s Rules of Order on Parliamentary Procedure to the degree consistent with the Bylaws, Articles of Incorporation, and Covenants of the Association and resolutions adopted by the Board.

ARTICLE VI – Assessments and Collection Guidelines

Section 1. At the annual meeting the membership shall approve the annual assessment of the membership for the coming year. The approval will be by a majority of those present in person or proxy.

Section 2: The Board has approved the Goldcrest Homeowners Association Collection Guidelines, dated January 21, 2010 to ensure collection of unpaid assessments. The Board may authorize a payment plan, for good cause, that allows a member to pay dues over time, with interest charged according to that set in the Covenants.

Section 3: The Board may file liens on property within Goldcrest prior to the one-year requirement in the Covenants if, in the opinion of the board, an earlier filing is prudent to protect the interests of the Association.

ARTICLE VII – Indemnification of Directors and Officers.

Section 1. Each past, present and future duly elected or appointed board member, officer, committee member or volunteer shall be indemnified by the Association against actual expenses incurred in the defense of any action, suit or proceeding in which she or he is made a party because she or he acted on behalf of the Association, except in the event she or he is found to be guilty of gross negligence or intentional misconduct.

ARTICLE VIII – Fiscal Policy

Section 1. The fiscal year of the Association shall begin on the first day of April and terminate on the last day of March each year.

Section 2. The books of the Association shall be maintained in accordance with generally accepted accounting procedures and practice. The Treasurer shall maintain a complete copy of the Association’s fiscal records.

Section 3. Financial statements and audits. The Treasurer shall cause a financial statement to be prepared at the conclusion of the fiscal year and deliver it to the Board. The Board shall cause an audit of the financial statement to be conducted in a timely manner. The Board shall mail a copy of the Audit Report, with a copy of the Board’s response to the auditor’s findings and recommendations, to every member of the Association. The audit may be waived if at least sixty-seven percent of the votes cast by owners, in person or by proxy, at a meeting of the association at which a quorum is present, vote each year to waive the audit.

Section 4. Bonding. The Treasurer, authorized check signers, or other Board Members who directly handle Association funds may be bonded to an amount determined by the Board. The Association shall bear the cost of the bonding.

Section 5. No loans shall be made by the Association.

Section 6. The Board of Directors of the Association shall keep in force at all times a Commercial General Liability Insurance Policy and a Directors and Officer’s Insurance Policy. Premiums shall be paid by the Association out of the annual assessment.

Section 7. The Association will have no employees. All work of the Association or on behalf of the Association will be done by uncompensated board members, officers, committee members, or volunteers, or through paid independent contractors. The Board shall solicit at least three bids for any contract that is for more than $3,000. Board members, officers, committee members and volunteers may be reimbursed for actual and reasonable documented expenses only.

Section 8. The Association may not waive annual or special assessments or use its funds to give gifts or cash awards, or purchase equipment for the exclusive use of a member.

Section 9. Financial records will be retained for seven years, after which time they will be destroyed.

Section 10. Under state law, homeowners associations are encouraged to maintain reserve accounts to maintain, repair or replace capital facilities owned by the association, and required to prepare and update capital reserve studies to identify those facilities and the long-term cost of maintenance, repair and replacement. If an association decides to maintain a reserve account, the law regulates those accounts. The Association will maintain a capital reserve account separate from the annual operating account. The purpose of the reserve account is to pay for major capital facility maintenance, repair and replacement, such as the concrete sidewalks, asphalt pathways, brick entrance signs or other capital investments, in the neighborhood, the expense of which are infrequent, significant and impractical to include in an annual budget. The Board shall adopt, and annually update, a reserve account policy to determine the amount of the Association revenue to set aside each year and to govern expenditures from the account. The reserve study will be updated pursuant to state law.

ARTICLE IX – Amendments of the Bylaws

Section 1. When a quorum is present as set forth in Article V, Section 4, these ByLaws may be amended by the members of the Association at any annual or special meeting where proper notice is given, by a majority vote of those members who are present in person or proxy.

Section 2. Proper notification means that each member in good standing has been sent a written notice of the meeting to each member’s last known address including: (a) the wording of the amendment, (b) the proposer and (c) its purpose. The notice may include documents in opposition to the amendment. Notice must be given at least thirty (30) days prior to the meeting. Homeowners may opt for electronic distribution of the notice, amendment and documents in lieu of U.S. Post Office mail, if allowed by state law.

By-laws amended March 31, 2014 at the Annual Meeting