WOHA Bylaws

1.1 Application: These Bylaws govern the administrations of the property known as Wild Oaks located in the City of Eugene, County of Lane, State of Oregon, more particularly described as:

(a) Lots 1-52, Common Areas, and Facilities thereon of Wild Oaks as platted and recorded in File 73, Slide 404, Lane County, Oregon.

(b) The name of the corporation in the Wild Oaks Homeowners Association, hereinafter referred to as the “Association.” The principal office of the corporation shall be located in the Recreation Building/Meeting Room of the Wild Oaks Complex.

(c) The purpose of the Association shall be to provide for the maintenance, preservation, and architectural control of the Property, and any additions thereto, and to promote the health, safety and welfare of the residents thereon.

1.2 Subject to Regulation: All present or future owners; tenants, or any other person who might use the property or facilities thereon, in any manner, are subject to the regulations set forth in these Bylaws, the Third Amended and Restated Declaration of Covenants, Conditions, and Restrictions and the Rules and Regulations and any agreement entered into by the Board of Directors pursuant to the terms thereon. The mere ownership, rental or· occupancy of any of said units will signify that these Bylaws, and provisions of any agreements made by the Board of Directors, the Third Amended and Restated Declaration, Covenants, Conditions and. Restrictions of Wild Oaks P.U.D. are accepted, ratified and enforceable.

II. Definitions

2.1 Association: Shall mean and refer to the Wild Oaks Homeowners’ Association, an Oregon nonprofit Corporation organized under the laws of the state of Oregon, its successors, and assigns.

2.2 Properties: Shall mean and refer to that certain real property described herein and in the Third Amended and Restated Declaration of Covenants, Conditions, and Restrictions of Wild Oaks, P.U.D. and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

2.3 Common Area: Shall mean all real property and. appurtenances thereto now or hereafter owned by the Association for the common use and enjoyment of the Owners and all Common Area subsequently annexed thereto.

2.4 Lot: Shall mean and refer to any separately designed plot of land intended to have a residential living unit constructed on it shown upon any recorded subdivision map of the properties with the exception of the Common Area.

2.5 Owner: Shall mean and refer to the record Owner, whether one or more persons or entities, of the fee Simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having interest merely as security for the performance of an obligation.

2.6 Member: Shall mean and refer to those persons entitled to membership as provided in the Declaration. Membership shall be limited to unit owners.

III. Meetings

3.1 Monthly Meetings: The Board of Directors shall meet at least once a month, on a day and time set by the Board. If the day of the monthly meeting is a legal holiday, the meeting will be held at the same hour on a day chosen by the Board, which is not a legal holiday. Notification of Board meetings, if different from the regularly scheduled meeting day/time, requires notification in writing or by e-mail to all Owners/Renters no less than five (5) working days prior to the meeting.

3.2 Special Meetings: Special meetings of the Board may be called at any time by the President, Board Members, or upon the written request of ten per cent (10%) of Owners. Special meetings at which the Board intends to make a final decision on any matter having an impact on Owners requires notification in writing or e-mail to all Owners, no less than five (5) working days prior to the meeting date.

3.3 Notice of Meeting: Written notice of any meeting at which the Board intends to set policy, other than the regularly scheduled Monthly Meeting, shall be provided by the Board by mailing/delivering or e-mailing a copy of notice of such meeting no less than five (5) working days prior to such meeting. When written notice is required, that notice shall be mailed/delivered or e-mailed to the address listed in the Directory of the Association or to an address provided to the Board. Such notice shall specify the time, day and hour of the meeting, and in the case of Special Meetings, the purpose of the meeting. Work sessions of the Board for the purpose of discussing, brainstorming, receiving information, etc. at which no Board decisions are to be made, do not require prior notice to Owners.

3.4 Quorum: No official business of the Board may be transacted unless there is a Quorum (Meaning a majority of the Board Members) present at any Regular of Special Board Meeting. If a Quorum is not present at a Regular of Special Meeting, the Board may table the business requiring a vote until the next regularly scheduled meeting when a Quorum is present, or set the date for a Special Meeting. If such a Special Meeting is called, the Board must notify all Owners of the date, time and purpose for which the meeting is being called at least five (5) working days (See Section 3.3) prior to the date of the meeting.

3.5 Proxies: On any issue on which the vote of the Owners is required, a single vote is assigned to each unit. Vote may be by mail, in. person, or by proxy. Board Members may also vote by proxy. All proxies shall be in writing and filed with the Board Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance of a Lot by a member.

3.6 Voting by Mail: Board Members may vote by mail at any Regular or Special Meeting called on any issue or candidate for a Board position, and all such votes/ballots shall be sent to the President.

IV. Board of Directors: Selection and Term of Office

4.1 Board of Directors: The affairs of the Association shall be managed by a Board of Directors of not less than four (4) or more than eleven (11) Directors who must be on site Owners. The Board may however, at its discretion and by an affirmative vote of its members, choose one Lessee to become a member of the Board within any calendar year.

4.2 Term of Office: The term of office for a Board Member is for a single calendar year, beginning on January 1st and ending on December 31st.

4.3 Removal: Any Board Member may be removed from the Board for cause by a majority vote of the existing Board Members at any Regular Meeting or Special Meeting duly called. The notice of such Special Meeting shall state that the removal of a Board Member is to be considered. Any Board Member whose removal has been proposed shall be given an opportunity to be heard at the meeting. In the event of the death, resignation or removal of a Board Member, the replacement shall be selected by the remaining members of the Board and the newly elected member shall serve the unexpired term of the Member leaving the Board.

4.4 Vacancies: Vacancies on the Board caused by any reason other than removal by vote of the Board, shall be filled by a vote of the majority of the remaining Board Members, even though the number of those Members may constitute less than a Quorum. Each Board Member so elected shall serve for the remainder of the term vacated.

4.5 Compensation: No member of the Board may receive any compensation for any service rendered to the Association. Board Members may, however, be reimbursed for actual expenses incurred in the performance of board duties.

4.6 Action Taken Without A Meeting: The Board shall have a right, when circumstances require, to take any action in the absence of a meeting, which they could take at a meeting, by obtaining written or verbal approval of a majority of its members. Any action so approved shall have the same effect as though taken at a meeting of the Board. The Board must notify the Owners of the action(s) taken in the minutes of the next regularly scheduled Board Meeting.

V. Nominations and Selections to the Board of Directors

5.1 Nomination: Nominations for election to the Board of Directors may be made at the regular monthly Board meeting in November of each year. Such nominations may be made by mail, by proxy, or in person. Owners will be notified in October by written notice of the upcoming election and urged to make nominations. In no case may anyone nominate a candidate without first obtaining written permission of the nominee. Owners, and one Lessee each calendar year, are eligible to serve on the Board of Directors.

5.2 Election: After the November meeting of the Board, a Ballot containing the nominees for election to the Board will be sent to each Owner. In all such elections a single vote is assigned to each living unit, no matter how many people live or own a unit. The vote may be by written ballot, by proxy, or in person at the meeting. At the regular monthly meeting of the Board in December, all votes received will be counted and those persons receiving the largest number of votes for positions of the Board shall be elected.

VI. Powers and Duties of the Board of Directors

6.1 Powers: The Board shall have the power to:

(a) Adopt and publish rules and regulations governing the use of the Common Areas and facilities and the personal conduct of the members and their guests.

(b) Adopt a policy each year that no more than thirty per cent (30%) of the units in Wild Oaks may be lease/rented each year by Owners at any one time. Owners who leased/rented their units prior to the passage of this subsection may continue to do so, but the 30% Rule shall apply from the date this subsection is approved by the Board and recorded in the County Recorders Office.

(c) Suspend the voting rights and the rights to Recreational Facilities of a Member or Members during any period in which such Member(s) are in default of payments of Monthly Association Dues, or any Special Assessment levied by the Board. Such rights may also be suspended after notice and hearing by the Board for a period not to exceed sixty (60) days for each infraction of the published Rules and Regulations.

(d) Exercise all powers duties, and authority vested in, or delegated to, the Board by the Declaration and the Bylaws.

(e) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three consecutive regular meetings of the Board, except in cases of certifiable illness, or compelling personal reasons. In cases in which exceptions to this rule are granted, the judgment of the Board shall be final.

(f) Employ such management or maintenance as the Board may determine reasonable to manage the affairs of the Association, to prescribe duties, and to establish compensation, providing that any such agreement may be terminated by a majority vote of the Board upon thirty (30) days written notice and the terms of any such agreement may not exceed one year.

(g) Employ an accountant, attorney, or other such professional persons as prescribed by these Bylaws, Rules and Regulations and the Declaration; or as deemed necessary, and to establish their compensation as deemed appropriate.

(h) Grant easements, rights of way, and similar interests affecting the Common Areas for utilities and similar or related purposes. With prior written consent of each Owner, to dedicate or transfer all or any part of the Common Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed upon by the Owners. No such dedication or transfer shall be effective unless an instrument signed by each member of the Board has been recorded in the appropriate records of Lane County, Oregon agreeing to such dedication or transfer. Written notice of such action is to be sent to each Owner not less than thirty (30) days, nor more than ninety (90) days after such dedication or transfer. .

(i) The Board of Directors shall determine the amount and collect from each Owner the monthly Association Dues and any other Special Assessment as may be levied by the Board. The Board may enforce any and all rights the Association may have for such collection, including, and without limitation, any liens on the Owner’s unit for common expenses.

6.2 Duties: It shall be the duty of the Board of Directors to:

(a) Keep a complete record of all its acts and corporate affairs and to present a financial statement thereof to the Owners at the regular monthly meeting in December of each year, or at any special meeting when such a statement is requested in writing by one fourth (1/4) of all Owners which equals 13 Owners.

(b) Establish the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period.

(c) Send written notice of such annual assessment to every Owner subject to at least days thirty (30) days in advance of each annual assessment period.

(d) Foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date, or to bring action at law against any Owner personally obligated to pay such assessment.

(e) Issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether all assessments dues have been paid. A reasonable charge may be made by the Board for the issuance of such certificates. If a certificate states an assessment has been paid, such certificates shall be conclusive evidence of such payment.

(f) Procure and maintain adequate hazard insurance on all living units, the Common Areas, and the liability insurance for the Board of Directors.

(g) In addition to maintenance of the Common Areas, the Association shall provide exterior maintenance on and for each Lot which is subject to Assessment here under as follows: paint, repair, replace, and care for roofs, gutters, down spouts, exterior building surfaces, trees, shrubbery, grass, walks, fences, entry porches, steps, rails and other exterior improvements. Such exterior maintenance shall not include glass surfaces, except to the extent that such damage is covered by insurance with waiver or subrogation in favor of such owner. In the event of needful maintenance or repair is caused through the willful neglect or negligence of the Owner, family or guests, or invitees, the cost of such maintenance or repairs shall be added to and become part of the assessment to which such Lot is subject.

(h) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.

(i) Cause the Common Areas to be maintained and pay all local taxes and assessments as applicable.

(j) Cause to be kept a complete accounting and record keeping system for the affairs of the Association.

VII. Officers and Their Duties

7.1 Enumeration of Officers: The officers of the Board shall be the President, Vice President Treasurer and Secrecary, all of whom must be on site Owners, except for one Lessee who may also serve on the Board at Directors’ discretion and after their affirmative vote. Each of these offices shall be held by a separate Board Member.

7.2 Election of Officers: The Board shall elect its Officers at the regular monthly meeting of the Board of Directors in December. All officers must be Board Members.

7.3 Term: Officers shall hold office for one calendar year, beginning January 1st and ending December 31st, unless he/she resigns or is removed by vote of the Board, or is otherwise disqualified to serve.

7.4 Special Appointments: The Board may elect such other officers from the Board as the affairs of the Association may require, each of whom shall hold office for such period, and have such authority and perform such duties as the Board may, from time to time, determine. All such officers shall report to, and be responsible to the President.

7.5 Resignation and Removal: the Board may remove any officer from office for cause. Any officer may resign at any time, giving written notice to the Board, the President and/or the Secretary. Such resignation shall take effect on the date of resignation and unless otherwise specified, the acceptance of such resignation shall not be required to make it effective.

7.6 Vacancies: The Board may fill any vacancy as necessary. The Officer appointed to fill such vacancy shall serve the remainder of the term of the officer he/she replaced.

7.7 Multiple Offices: No member of the Board may hold more than one office, except with the specific approval of the Board, or in those cases when the Board reorganizes and reassigns its functions.

7.8 Duties: The duties of the officers are as follows:

(a) President: The President shall preside at all meetings of the Board of Directors, and shall see that the orders and resolutions of the Board are carried out. The President shall assist with the preparations of the Annual Budget, sign checks when required for goods and services provided to the Association, and perform other such duties as the Board may require.

(b) Vice President: The Vice President shall act in the place of the President in the event of his/her absence or inability or refusal to act. The Vice President shall exercise and be in charge of livability issues such as pets and parking, serve as contact for all Wild Oaks residents relating to these issues, and discharge such other duties as are assigned by the Board.

(c) Treasurer: The Treasurer shall propose, monitor, and administer the annual WOHA Budget, make monthly financial reports at each Board Meeting, and, as appropriate, sign checks, transfer funds, make financial records available to any owner upon written request, and maintain supervision of all bookkeeping functional and financial records for the Board and the Association.

(d) Secretary: The Secretary shall record the Minutes of all Board Meetings and maintain other records as required by the Board.

VIII. Liability and Indemnification of Directors/Officers

8.1 The Board of Directors shall not be liable to the Association for any mistake in judgment, negligence, or otherwise, except for their own willful misconduct or bad faith. The Association shall indemnify and hold harmless each Director, Officer against all contractual liability to others arising out of contracts made by the Board of Directors, unless such contracts shall have been made in bad faith or contrary to the provisions of the Declaration, these Bylaws and/or the Rules and Regulations. Each Director shall be indemnified by the Association against all expenses and liabilities, including attorney’s fees, reasonably incurred or imposed upon them in correction with any proceeding to which they may be a party, or which they may become involved by reason of being, or having been a Director or Officer. All Directors shall be indemnified upon any reasonable settlement thereof provided, however, there shall be no indemnity if the Director or Officer is adjudged guilty of willful nonfeasance, misfeasance or malfeasance in the performance of his/her duties.

IX. Committees

9.1 The Board of Directors shall serve as a Committee as a Whole as an Architectural Control Committee and shall create and appoint such other Committees, as the Board deems appropriate to carry out its purposes.

X. Books and Records

10.1 A copy of these Bylaws can be found at the Lane County Courthouse. The Declaration, Rules and Regulations and these Bylaws shall be made available to each Owner. In addition a copy of the Annual Budget must be made available upon to each Owner on a regular monthly basis and always upon request.

XI. Assessments

11.1 As explained in the Declaration, each Owner is obligated to pay to the Association annual and special assessments, which are secured by a continuing lien upon the property against which the assessment is made. Any assessments, which are not paid when due, shall be delinquent. If the assessment is not paid within thirty days (30) after the due date, the assessment shall bear interest from the date of the delinquency at the rate of ten percent (10%) per annum, and the Association may bring an action at law against the Owner who shall be personally obligated to pay the same or foreclose the lien against the Property and interests, costs, and reasonable attorney’s fees of any such action shall be added to the amount of the assessment. No Owner may waive or otherwise escape liability for the assessments provided herein by non-use of the Common Areas or abandoned of his/her Lot.

XII. Common Expense

12.1 Manner of Collection: The Board of Directors shall submit to each Owner at least yearly a current statement of all assets and common expenses for which such owner is liable, Each Owner shall be required to make payments in the manner proscribed. If such assessments are not paid as proscribed, the Board shall take whatever action it deems necessary, consistent with the Declaration, Rules and Regulations and these Bylaws. Upon written request, any Owner or First Mortgage Holder is entitled to receive notice of any default of assessment.

XIII. Authorization of Common Expenses and Approval of Vouchers

13.1 At the beginning of each budget year, the Board shall identify all anticipated recurring expenditures for the following year and authorize the Board Bookkeeper to pay such monthly expenditures. The Board Treasurer will monitor all recurring monthly payments and report to the Board at each Monthly Meeting about any changes in the existing status of each account.

13.2 Non-recurring items of common expense totaling no more than five hundred dollars ($500) may be approved for payment by the President or the Treasurer or any designated Board Member.

13.3 Any non-recurring expense greater than two thousand dollars ($2,000) may be paid only after a majority vote of the Board Members present at any monthly or Special Meeting.

XIV. Amendments

14.1 These Bylaws may be amended:

(a) At a regular or special meeting of the Board by a vote of a majority of the Board members present, or by proxy, provided there has been notice to all Owners about the intent to amend the Bylaws, no less than fifteen (15) days prior to the meeting, or by

(b) A majority vote of all Owners in person, in writing or by proxy.

(c) In case of any conflict between the Bylaws and the Declaration, the Declaration shall control. In case of conflict between the Bylaw and the Rules and Regulations, the Bylaws shall control.

XV. Waiver of Notice

Whenever any notice is required to be given to an Owner or Director, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be equivalent to giving of such notice to that person.

XVI. Miscelaneous

The fiscal year of the Association shall begin on the first day of January and end the 31st day of December of each year.

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