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HomeMy WebLinkAbout20251202_PLN1388_HOA-Bylaws BYLAWS OF JENSEN FARM TOWNHOMES HOMEOWNERS' ASSOCIATION ARTICLE 1 - NAME, LOCATION, PURPOSE, AND APPLICATION 1.1. The name of the corporation is Jensen Farm Townhomes Homeowners' Association, hereinafter referred to as the "Association." The Association shall be a non-profit corporation formed under the provisions of RCW 24.06. 1.2. The principal office of the Association shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and meetings of the Board and/or Owners may be held at such places as may be designated by Declarant during the Declarant Control Period or by the Board thereafter. 1.3. The purpose of the Association is to act as the governing body for the Owners with respect to the administration, maintenance, repair, replacement, and operation of the Property, and all other property that the Association is required or permitted to maintain by the Declaration. 1.4. These Bylaws shall apply to all present and future Owners and all others having a full or partial legal or equitable interest in a Lot within the jurisdiction of the Association, including mortgagees, tenants, lessees, licensees, and occupants of any Lot, and their guests, invitees, and employees, and any other persons using the Property or any Lot or Common Areas. 1.5. Every Owner shall be a member of the Association. The Association membership of each Owner shall be appurtenant to the Lot giving rise to such membership and shall not be assigned, conveyed, pledged, or alienated in any way except upon the transfer of title to said Lot. Any attempt to make a prohibited transfer shall be void. Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association to the new Owner. ARTICLE 2 - DEFINITIONS For purposes of these Bylaws, certain capitalized words and phrases shall have particular meanings as follows or as defined in the Declaration of Covenants, Conditions, Restrictions, and Easements for Jensen 4, a City of Arlington Unit Lot Subdivision, as recorded in the records of Snohomish County, Washington: 2.1. "Association" shall mean and refer to the Jensen Farm Townhomes Homeowners' Association, a Washington nonprofit miscellaneous and mutual corporation, and its successors and assigns. 2.2. "Board" shall mean and refer to the board of directors of the Association. 2.3. "Common Areas" shall have the meaning as specified in the Declaration. 2.4. "Common Expenses" shall have the meaning as specified in the Declaration. 2.5. "Declarant" shall mean and refer to Corstone Contractors LLC, a Washington limited liability company, and its successors and assigns. 2.6. "Declarant Control Period" shall have the meaning as specified in the Declaration. 2.7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions, Restrictions, and Easements for Jensen 4, a City of Arlington Unit Lot Subdivision as recorded under Recording 25577D002-HOA-Bylaws Page 1 of 12 No. , records of Snohomish County, Washington, including any amendments thereto. 2.8. "Lot" shall mean and refer to any legally segmented and alienable portion of the Property created through subdivision or any other legal process for dividing land and subjected to the Declaration by an appropriate recording, with the exception of dedicated rights-of-way and Tracts. 2.9. "Owner" shall mean and refer to the record owner of a fee interest in any Lot, including Declarant but excluding mortgagees or other persons or entities having such interest merely as security for the performance of any obligation. When one or more persons or entities own a Lot, all such individuals or entities owning the Lot will be considered together as one Owner,jointly and severally liable and responsible for all purposes under this Declaration. Purchasers or assignees under recorded real estate contracts shall be deemed Owners as against their respective sellers or assignors. 2.10. "Property" shall mean and refer to the real property legally described in the Declaration. 2.11. "Residence" shall mean and refer to buildings occupying any Lot. ARTICLE 3 - MEETINGS 3.1. Association Meetings: A meeting of the Association must be held at least once each calendar year. Special meetings of the Association may be called by the president, a majority of the Board of Directors, or by Owners having at least twenty percent (20%) of the votes in the Association. Not fewer than fourteen (14) nor more than fifty (50) days in advance of any meeting, the secretary or other officers specified in these Bylaws shall provide written notice of the meeting to each Owner by: 3.1.1. Hand-delivery to the mailing address of the Owner or other address designated in writing by the Owner; 3.1.2. Prepaid first-class United States mail to the mailing address of the Owner or to any other mailing address designated in writing by the Owner; or 3.1.3. Electronic transmission to an address, location, or system designated in writing by the Owner. The notice of any meeting shall state the time and place of the meeting and the business to be placed on the agenda for a vote by the Owners, including the general nature of any proposed amendment to the Articles of Incorporation, Bylaws, Declaration, or changes in the previously approved budget that result in a change in assessment obligation, or any proposal to remove a director. Association meetings shall be held at such location selected by the Board of Directors that is deemed by the Board to be reasonably convenient to the Property. Except as provided in this Section, all annual and special meetings of the Board of Directors shall be open for observation by all Owners of record and their authorized agents. The Board of Directors shall keep minutes of all actions taken by the Board, which shall be available to all Owners. Upon the affirmative vote in open meeting to assemble in closed session, the Board of Directors may convene in closed executive session to consider personnel matters; consult with legal counsel, or consider communications with legal counsel; and/or discuss likely or pending litigation, matters involving possible violations of the governing documents of the Association, and 25577D002-HOA-Bylaws Page 2 of 12 matters involving the possible liability of an Owner to the Association. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The Board of Directors shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the Board of Directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion or other action which is reasonably identified. The requirements of this Section shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure. 3.2. Meeting and Other Association Notices: Unless otherwise designated pursuant to this Article, meeting and other Association notices will be provided to mailing address of each Owner's Lot. 3.2.1. An Owner may designate a different mailing address for receipt of notices by delivering to the secretary of the Association written record of said address. 3.2.2. An Owner may elect to receive electronic notices by delivering to the secretary of the Association a written record consenting to receive electronically transmitted notices and providing the appropriate routing information. 3.2.3. An Owner may revoke alternate mailing or electronic notification by delivering a written record of the revocation to the secretary of the Association. Such revocation shall state the date that the revocation shall be effective, and shall provide instruction for delivery of future notices. 3.3. Order of Business: At the annual meeting of the Association, the order of business shall, unless suspended by a majority of the total votes entitled to be cast, be as follows: (a) Roll call (b) Proof of notice of meeting (or filing of waiver) (c) Announcement of number of votes present (d) Reading of minutes of the previous meeting (e) Reports of officers (f) Reports of committees (g) Ratification of budget (if necessary) (h) Selection of inspectors to tally ballots/votes (if necessary) (i) Election of directors (at annual meeting or special meeting called for that purpose) 0) Unfinished business (k) New business (1) Adjournment 3.4. Parliamentary Authority: In the event of a dispute, the parliamentary authority for meetings of the Association shall be the most current available edition of Robert's Rules of Order. 3.5. Quorum: The presence at a meeting of Owners entitled to cast, or of proxies entitled to cast, at least twenty percent (20%) of the votes entitled to be cast at the meeting shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the 25577D002-HOA-Bylaws Page 3 of 12 Owners entitled to vote thereat shall have power to adjourn the meeting from time to time, without additional notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. When a quorum of the Owners is present or represented, every decision made by a simple majority vote of that quorum shall be regarded as the decision of the Owners, unless a different percentage for approval is required herein or in the Declaration. 3.6. Proxies: At all meetings, each Owner may vote in person or by proxy. All proxies shall be in writing signed by the Owner or the Owner's duly authorized attorney-in-fact, and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Owner of that Owner's Lot. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 3.7. Voting Membership: Voting membership shall be as set forth in the Declaration. The voting rights of any Owner may be suspended as provided for in the Declaration, or in the Articles of Incorporation, or in these Bylaws of the Association. 3.8. Voting by Mail or Electronic Mail: Any action, including the election of directors, that may be taken by the Owners at a meeting of the Association, may also be taken without a meeting via mail-in or electronic email voting through the following procedures: 3.8.1. The secretary of the Board of Directors, or such other officer(s) as may be designated by the Board, shall send a written ballot concerning the proposed action to all Owners not fewer than fourteen (14) nor more than fifty (50) days before the date set for the counting of the ballots; 3.8.2. The ballot must explain the proposed action and provide a space where the Owner may indicate approval or disapproval of the proposed action; 3.8.3. The ballot must contain a due date and instructions for return of the completed ballot to the secretary of the Board of Directors, or such other officer(s) as may be designated by the Board; 3.8.4. On the date set for the counting of the ballots, the secretary of the Board of Directors, or such other officer(s) as may be designated by the Board, shall tally the total number of ballots received. Votes received after that date shall not be effective, except as provided in Section 3.8.5; 3.8.5. The number of ballots cast must equal or exceed the quorum required to be present at a meeting of the Owners to authorize the action. If the number of ballots received does not constitute a quorum on the date set for the counting of the ballots, but the number of ballots received does constitute eighty percent (80%) of the quorum, then the date set for counting the ballots shall be extended for an additional ten (10) days and additional ballots may be submitted during this extension period; provided that no votes contained in previously cast ballots may be changed. If after such extension period a quorum is not obtained, then the action shall be considered to have failed; 3.8.6. In voting by mail or electronic mail, the Owners acknowledge that their votes are not secret. ARTICLE 4 - BOARD OF DIRECTORS: SELECTION, TERM OF OFFICE 4.1. Number of Directors: Except as provided in the Declaration, which contains specific provisions for management during the Declarant Control Period, the affairs of the Association shall be managed by a Board of three (3)directors, who need not be Owners within the Association. 25577D002-HOA-Bylaws Page 4 of 12 4.2. Term of Office: At the first meeting following the Declarant Control Period, the Owners shall elect one (1) director for a term of one (1) year; at least one (1) additional director for a term of two (2) years; and at least (1) one additional director for a term of three (3) years. At each annual meeting thereafter, the Owners shall elect one (1)director for a term of three (3)years. 4.3. Removal: Any director may be removed from the Board, with or without cause, by a vote of the Owners of the Association. In the event of death, resignation, or removal of a director, that director's successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of the predecessor. 4.4. Compensation: No director shall receive compensation for any service such person may render to the Association. However, any director may be reimbursed for the director's actual expenses incurred in the performance of the director's duties. 4.5. Action Taken without a Meeting: The directors shall have the right to take any action in the absence of a meeting that they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. 4.6. Telephone Meetings: Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such telephone or communications equipment means shall constitute presence in person at a meeting. ARTICLE 5 - NOMINATION AND ELECTION OF DIRECTORS 5.1. Nomination: During the Declarant Control Period, Declarant may serve as the Board of Directors or may at its sole discretion appoint a Board of Directors. After expiration of the Declarant Control Period, nomination for election to the Board of Directors shall be made by the Owners at the first meeting following the Declarant Control Period, and thereafter at the annual meeting. 5.2. Election: Election to the Board of Directors shall be by ballot. At such election, the Owners or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provision of these Bylaws or the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. The election for the Board of Directors may be conducted by mail or electronic mail pursuant to the provisions herein. ARTICLE 6 - MEETING OF DIRECTORS 6.1. Regular Meetings: Except as provided for in Section 3.1, regular meetings of the Board of Directors shall be held without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. 6.2. Special Meetings: Except as provided for in Section 3.1, special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two (2) directors, after not fewer than three (3) days' notice to each director. The notice may be verbal or in writing. 6.3. Quorum: A majority of the number of directors but in no instance fewer than two (2) directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board, unless the act of a greater number is required by the Declaration, Articles of Incorporation, or these Bylaws. 25577D002-HOA-Bylaws Page 5 of 12 ARTICLE 7 - POWERS AND DUTIES OF THE BOARD OF DIRECTORS 7.1. The Board of Directors shall have power and responsibility to: a. Adopt and publish rules and regulations governing the use of the Common Areas and the personal conduct of the Owners and their guests thereon, and to establish penalties for the infraction thereof; b. Exercise for the Association all powers, duties, and authority vested in or delegated to the Association and which are not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration; c. Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from the three (3)consecutive regular meetings of the Board of Directors; and d. Employ and discharge a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe the duties of said manager, independent contractor, or other employees. e. Institute, defend, or intervene in litigation or administrative proceedings in the Association's name on behalf of the Association or two or more Owners on matters affecting the Association, but not on behalf of Owners involved in disputes that are not the responsibility of the Association. f. Acquire, hold, encumber, and convey in the Association's name any right, title, or interest to real or personal property, and petition for or consent to the vacation of streets and alleys. g. Impose and collect any payments, fees, or charges for the use, rental, or operation of the Common Areas. h. Enforce the provisions of the Declaration and these Bylaws. i. Cause to be kept a record of all the Association's acts and corporate affairs, including, but not limited to, corporate finances. j. Supervise all officers, agents, and employees of the Association, and see that the duties of said officers, agents, and employees are properly performed. k. Establish and collect assessments as follows: 1) Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; 2) Send written notices of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; 3) Foreclose the lien against any property for which assessments or other charges are not paid within thirty (30) days after due date or to bring an action at law against the Owner personally obliged to pay the same; 4) Take such action as the Board deems appropriate to collect any other funds owed to the Association by Owners or by third parties, including recording and foreclosing any liens upon Owners' Lots for assessments or other charges due the Association. 25577D002-HOA-Bylaws Page 6 of 12 I. Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states that an assessment has been paid, such certificate shall be conclusive evidence of such payment. m. Suspend the voting rights of an Owner during any period in which such Owner shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for each infraction of published rules and regulations. n. Obtain in the Association's name policies of insurance for the Association, the Board, and/or the Common Areas or Common Expenses. o. Obtain legal and accounting services if necessary to the administration of Association affairs, administration of the Common Areas, or the enforcement of the Declaration or these Bylaws. p. Pay, from Association funds, all Common Expenses. q. If necessary, maintain any Lot if such maintenance is reasonably necessary in the judgment of the Board to (1) protect Common Areas, or (2) to preserve the appearance and value of the Property or the Lot. The Board may authorize such maintenance activities if the Owner of the Lot has failed to or refused to perform maintenance after written notice of the necessity of such maintenance has been delivered by the Board to the Owner such Lot, provided that the Board shall levy a special assessment against the Owner of such Lot and against the Lot for the cost of such maintenance. The Owner shall be given the period of time to perform maintenance following notice from the Board as is required by the Declaration or these Bylaws, or, in the absence of a provision stating a specific notice period, a reasonable time. r. Pay any amount necessary to discharge any lien or encumbrance levied against the entire Property or any part thereof which is claimed or may, in the opinion of the Board, constitute a lien against the Property rather than merely against the interest therein of particular Owners. Where one or more Owners are responsible for the existence of such liens, they shall be jointly and severally liable for the cost of discharging it and any costs or expenses, including reasonable attorneys' fees and costs of title search incurred by the Board by reason of such lien or liens. Such fees and costs shall be assessed against the Owner or Owners and the Lot responsible to the extent of their responsibility. This Section shall not affect the right of any Owners, jointly and severally liable to the Association, to a right of contribution from other Owners also jointly and severally liable under this Section, for sums paid to the Association under this Section. s. Pay all costs deemed appropriate by the Board to ensure adequate security for the Lots and Common Areas constituting the residential community created on the Property. t. Contract for goods, services, maintenance, and capital improvements, provided, however, that such right of contract shall be subject to Association approval. u. Improve the Common Areas with capital improvements, provided that for those capital improvements exceeding Five Thousand and No/100 Dollars ($5,000.00), the addition of such capital improvements to the Common Areas must be approved by vote of the Owners. v. Enter any Lot or Residence, when reasonably necessary, in the event of emergency or in connection with any maintenance, landscaping, or construction for which the Board is responsible. Except in cases of emergencies, the Board, its agents, or employees shall attempt 25577D002-HOA-Bylaws Page 7 of 12 to give notice to the Owner or occupant of any Lot or Residence at least twenty-four (24) hours prior to such entry. Such entry must be made with as little inconvenience to the Owner as practicable, and any damage caused thereby shall be repaired by the Board, at Association expense, if the entry was due to an emergency (unless the emergency was caused by the Owner of the Lot entered, in which case the cost shall be specially assessed to the Lot and against the Owner of that Lot). If the repairs or maintenance activities were necessitated by the Owner's neglect of the Lot, the cost of such repair or maintenance activity shall be specially assessed to that Lot and against the Owner of the Lot. If the emergency or the need for maintenance or repair was caused by another Owner of another Lot, the cost thereof shall be specially assessed against the Owner of the other Lot and against the other Lot. w. Open a bank account on behalf of the Association and designate the signatories required. x. Exercise for the Association all powers, duties, and authority vested in or delegated to the Association and not reserved to the membership by other provisions by these Bylaws, Articles of Incorporation, or the Declaration. The Board shall have all powers and authority permitted to the Board under the Declaration and these Bylaws. However, nothing herein contained shall be construed to give the Board authority to conduct a business for profit on behalf of any or all of the Owners. 7.2. Standard of Care: Except as provided in the Association's governing documents or this Section, the Board of Directors shall act in all instances on behalf of the Association. In the performance of their duties, the Board of Directors shall exercise the degree of care and loyalty required of a director of a corporation organized under RCW 24.06. 7.3. Restrictions: The Board of Directors shall not act on behalf of the Association to amend the Articles of Incorporation, to take any action that requires the vote or approval of the Owners, to terminate the Association, to elect members of the Board of Directors, or to determine the qualifications, powers, and duties, or terms of office of members of the Board of Directors; but the Board of Directors may fill vacancies in its membership of the unexpired portion of any term. 7.4. Adoption of Annual Budget: Within thirty (30) days after adoption by the Board of Directors of any proposed regular or special budget of the Association, the Board shall set a date for a meeting of the Owners to consider ratification of the budget not fewer than fourteen (14) nor more than sixty (60) days after mailing of the summary. Unless at that meeting the Owners of a majority of the votes in the Association reject the budget, in person or by proxy, the budget is ratified, whether or not a quorum is present. In the event the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the Owners shall be continued until such time as the Owners ratify a subsequent budget proposed by the Board of Directors. ARTICLE 8 -OFFICERS AND THEIR DUTIES 8.1. Enumeration of Offices: During the Declarant Control Period, Declarant may serve as the Association's sole officer, or Declarant may, at its sole discretion, appoint officers. After expiration of the Declarant Control Period, the officers of the Association shall be a president, a secretary, and a treasurer, and such other officers as the Board may create from time to time by resolution. Two or more offices may be held by the same person, except the offices of president and secretary. 8.2. Election of Officers: The officers of the Association shall be elected annually by the Board. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Owners. 25577D002-HOA-Bylaws Page 8 of 12 8.3. Term: The officers of the Association shall hold office for one (1) year unless an officer resigns sooner, or shall be removed, or otherwise disqualified to serve. 8.4. Special Appointments: The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may establish by resolution. 8.5. Resignation and Removal: Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president, or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 8.6. Vacancies: A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer being replaced. 8.7. Duties: The duties of the officers are as follows: a. President - The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all contracts, leases, mortgages, deeds, and other written instruments; and shall co-sign all checks and promissory notes. b. Secretary - The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Owners; shall keep the corporate seal, if any, of the Association and affix it on all papers requiring said seal; shall serve notice of meetings of the Board and of the Owners; shall keep appropriate current records showing the Owners of the Association together with their addresses; and shall perform such other duties as required by the Board. c. Treasurer - The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; shall keep proper books of account; shall cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year (but the audit may be waived by Owner vote each year); and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, including providing a copy of each to the Owners. 8.8. Standard of Care: Except as provided in the Association's governing documents or this Section, the officers shall act in all instances on behalf of the Association. In the performance of their duties, the officers shall exercise the degree of care and loyalty required of an officer of a corporation organized under RCW 24.06. ARTICLE 9 - COMMITTEES During the Declarant Control Period, Declarant may at its sole discretion create such committees as deemed appropriate in carrying out the purposes of the Association, and may invest any committees with such reasonable powers as it deems fit. During the Declarant Control Period, Declarant may at its sole discretion serve as the sole member of any committee, or may at its sole discretion appoint committee members as it deems fit, in accordance with the governing documents and applicable law. After expiration of the Declarant Control Period, the Board of Directors may appoint committees as it deems appropriate in carrying out the purposes of the Association. The Board of Directors may invest 25577D002-HOA-Bylaws Page 9 of 12 any committees with such reasonable powers as it deems fit, in accordance with the governing documents and applicable law. ARTICLE 10 - BOOKS AND RECORDS The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Owner. ARTICLE 11 - CORPORATE SEAL The Association may have a seal in circular form, having within its circumference the words: "Jensen Farm Townhomes Homeowners' Association." ARTICLE 12 -AMENDMENTS AND AUTHORITY 12.1. Amendments: So long as Declarant is a voting member of the Association, these Bylaws may not be amended without Declarant's written consent. At such time as Declarant is no longer a voting member of the Association (or prior to such time, with Declarant's written consent), these Bylaws may be amended by a majority of the Board of Directors but in no event fewer than two (2) directors. The Owners shall have concurrent power to amend the Bylaws (subject, if applicable, to obtaining any consent from Declarant required by this Section) by vote of the Owners. 12.2. Authority: In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control. ARTICLE 13 - FISCAL YEAR The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of the incorporation. ARTICLE 14 - DELEGATION OF USE Any Owner may delegate that Owner's right of enjoyment of Common Areas to members of the Owner's family, or to the Owner's tenants. In the event an Owner rents or leases that Owner's Lot, a copy of the Declaration, as well as any rules or regulations that may be adopted by the Association, shall be provided by the Owner to the prospective renter at the time of commitment to the rental agreement. Each Owner shall also be responsible for informing guests and service personnel of the contents of the Declaration, as well as any rules and regulations that may be adopted by the Association as they may relate to appropriate community behavior. Each Owner shall be personally responsible for any damages to any Common Areas (or any other area maintained by the Association) or to any other Association property, whether real or personal, caused by an Owner's family, guest, tenant, agent, workman, contractor, or other licensee or invitee. The Association shall have a lien upon the Owner's Lot for the amount of the damages. 25577D002-HOA-Bylaws Page 10 of 12 ARTICLE 15 - INDEMNIFICATION 15.1. Right of Indemnification: Each director, officer, committee member, and Owner who, at the request of the Board or of an officer, is working on behalf of or assisting the Association at the time of the matter, event, or incident giving rise to the issue of indemnification, shall be indemnified by the Association against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed in connection with any proceeding to which such person may be a party, or in which such person may become involved, by reason of holding or having held such position, or any settlement thereof, whether or not such person holds such position at the time such expenses or liabilities are incurred, except to the extent such expenses and liabilities are covered by any type of insurance and except in such cases wherein such person is adjudged guilty of willful misfeasance, intentional misconduct, self-dealing, or bad faith in the performance of such person's duties; provided that, in the event of settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being in the best interests of the Association. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner in which such person reasonably believed to be in the best interests of the Association. 15.2. Effect on Other Rights: The right to indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, covenant, agreement, statute, vote of Owners or disinterested directors, or otherwise. Said right of indemnification shall continue as to a person who has ceased serving as a director, officer, employee, or agent of the Association, and shall inure to the benefit of the heirs, executors, and administrators of that person. 15.3. Insurance: The Board may, by majority vote, cause the Association to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Association, or who is or was serving at the request of the Association, against any expense, liability, or loss, whether or not the Association would have the power to indemnify such person against such expense, liability, or loss under applicable state law. ARTICLE 16 - ENFORCEMENT AND ATTORNEYS' FEES 16.1. Right to Enforce: The Board of Directors, the Association, and each Owner of a Lot subject to the Declaration shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens, and charges now or hereafter imposed by the provisions of the Declaration, the Articles of Incorporation, these Bylaws of the Association, and the rules and regulations promulgated by the Board of Directors. Failure of the Board of Directors, the Association, or any Owner to enforce any term or provision in the governing documents shall in no event be deemed a waiver of the right to do so thereafter. 16.2. Attorneys' Fees and Costs: The Association shall be entitled to recover its costs and reasonable attorneys' fees incurred in connection with the enforcement of its governing documents, whether or not such enforcement results in suit being commenced or prosecuted to judgment. In addition, the Association shall be entitled to recover costs and reasonable attorneys' fees if it prevails on appeal and in the enforcement of a judgment. IN WITNESS WHEREOF, the undersigned, being the sole Director of the Jensen Farm Townhomes Homeowners'Association, has caused these Bylaws to be executed this day: 25577D002-HOA-Bylaws Page 11 of 12 DIRECTOR Corstone Contractors LLC Signature By Printed Name Its Title 25577D002-HOA-Bylaws Page 12 of 12