The project, located in Washington County, State of Oregon, known as COUNTRY CLUB CONDOMINIUM is submitted to the provisions of Oregon Revised Statutes, Section 91.500 et seq., the Oregon Unit Ownership Law (hereinafter called the "Act").
The provisions of these Bylaws are applicable to the condominium, the owners' association and the entire management structure thereof. (The term "condominium" as used herein shall include the land.)
All present or future owners or tenants, future tenants, or their employees, or any other person that might use the facilities of the condominium in any manner, are subject to the regulations set forth in these bylaws.
The mere acquisition or rental of any of the sixty (60) units (hereinafter referred to as "units") of the condominium or the mere act of occupancy of any said units will signify that these bylaws are accepted, ratified, and will be complied with.
Definitions in these Bylaws shall be the same as those set forth in Article (1) of the Declaration. All references herein to the "Declaration" shall be to the Declaration of Unit Ownership for Country Club Condominium, an Oregon condominium, to which these Bylaws are attached.
Upon becoming the legal owner or contract purchaser of a unit, said owner shall automatically be a member of the Association, and shall remain a member of said Association until such time as his ownership ceases for any reason. Unit ownership shall be determined, for all purposes of the Declaration of Unit Ownership ("Declaration") and the administration of the property, from the record of unit ownership maintained by the Association. The record shall be established by the unit owner filing with the Association a copy of the deed to or land sale contract for his unit, to which shall be affixed the certificate of the recording officer of Washington County, Oregon, showing the date and place of recording of such deed or contract. No person shall be recognized as a unit owner unless a copy of the deed or land sale contract has been filed with the Association, as provided above, showing him to be the current owner or contract purchaser of a unit. Notwithstanding the foregoing, the declarant shall be the owner of all previously unsold units, although no deed or land sale contract, with respect to such units, has been filed with the Association.
Voting shall be on a percentage basis and the percentage of the vote to which an owner is entitled shall be the percentage interest in the general common elements assigned to said owner's unit or units by the Declaration. The percentage vote attributable to a single unit may not be divided between or among multiple owners. If multiple owners cannot agree on how to cast their vote, they shall abstain as to the matter with respect to which a vote is being taken. Any attempt to cast a split ballot shall be void.
As used in these bylaws, the term "majority of voting owners" shall mean those owners holding over fifty percent (50%) of the vote in accordance with the percentage assigned by the Declaration. "Majority of voting owners present" shall mean voting owners holding over fifty percent (50%) of the votes present at any legal meeting.
Except as otherwise provided in these bylaws, the presence in person or by proxy of a "majority of voting owners" as defined in Section 3 of this Article shall constitute a quorum.
Votes may be cast in person or by proxy. Proxies must be filed with the Secretary before or during the appointed meeting. The proxies may require the holder to cast a vote for or against any special proposal set out in the notice calling the meeting. A meeting of the Association may be by proxy ballot, as the Directors may elect, rather than at a formal gathering. Ballots for such meeting must be properly executed and returned in sufficient quantity to constitute a quorum and to pass the proposal specifically propounded on the ballot. The vote of a ballot meeting shall be determined by the Board of Directors within 48 hours of the deadline for return of ballots. Each unit owner shall be notified by mail or other delivery of written notice of the results of the ballot meeting or that a quorum of ballots was not returned, within ten (10) days after the ballots have been counted.
All owners shall be entitled to vote, even if they have leased their premises to a third party. An owner's right to vote may not be revoked. A purchaser under a land sale contract entitled to immediate possession of the premises shall be deemed the owner of the premises.
The Country Club Condominium Homeowner's Association ("Association") shall have the responsibility of administering the condominium and carrying on functions associated therewith, all set forth in Article (15) of the Declaration. Except as otherwise provided in the Declaration or these bylaws, decisions and resolutions of the Association shall require approval by a majority of voting owners present at any legal meeting. A legal meeting is one duly called pursuant to these bylaws, where a quorum is present in person or by proxy at a formal gathering, or if the meeting is held by ballot, when ballots are returned representing more than fifty percent (50%) of the percentage vote.
Formal meetings of the Association shall be held at the principal office of the condominium or such other suitable place convenient to the owners as may be designated by the Board of Directors.
The initial organizational meeting will be held within a reasonable time after the Declaration of Unit Ownership has been recorded, and shall be called by notice to all unit owners of the time and place thereof not less than seven (7) days before the meeting.
The first annual meeting of the Association shall be held in the year 1979, and shall be set by action of the Board of Directors. The date and place of this meeting may be changed from time to time at the discretion of the Board of Directors but must be held annually under the rules and regulations as set out in these bylaws. At such meetings, those members of the Board of Directors whose terms have expired shall be elected by the owners in accordance with the requirements of Section 5, Article IV of these bylaws. The owners may also transact such other business of the Association as may properly come before them.
It shall be the duty of the President to call a special meeting of the owners as directed by resolution of the Board of Directors or upon a petition signed by ten percent (10%) or more of the owners having been presented to the Secretary. All meetings called because of petition of unit owners shall be held at a formal gathering and not by ballot. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice, unless by consent of all the owners of the units or as otherwise set out in these bylaws.
It shall be the duty of the Secretary to mail a notice of each annual or special meeting stating the purpose thereof and the time and place where it is to be held, to each owner of record at least ten (10) days but not more than sixty (60) days prior to such meeting or the date when ballots for a ballot meeting are required to be returned. The mailing shall be to the owner's address last given the Secretary in writing by the unit owner or his vendee. If unit ownership is split or the unit has been sold on a contract, notice shall be sent to a single address, of which the Secretary has been notified in writing by such parties. If no address has been given the Secretary in writing, then mailing to the condominium unit shall be sufficient. The mailing of a notice in the manner provided in this Section shall be considered notice served.
If any gathering of owners is not a legal meeting because a quorum has not attended, the owners who are present, either in person or by proxy, may adjourn the meeting to a time not less than 48 hours from the time the original meeting was called. The adjournment provisions of this Section do not apply to meeting by ballot.
The order of business at all meetings of the owners of units shall be as follows:
(a) Roll call;
(b) Proof of Notice of Meeting or Waiver of Notice;
(c) Reading of Minutes of the preceding meeting;
(d) Reports of officers;
(e) Reports of committees;
(f) Election of inspectors of election;
(g) Election of directors;
(h) Unfinished business;
(i) New business.
The affairs of the Association shall be governed by a Board of Directors composed of three (3) (amended, ballot deadline December 12, 2011) five (5) persons, all of whom must be a unit owner or the co-owner of a unit. Provided, however, co-owners of the same unit may not serve as Directors simultaneously.
The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or by these bylaws directed to be exercised and done by the owners.
In addition to duties imposed by the Declaration, by these bylaws or by resolutions of the Association, the Board of Directors shall have authority to carry out and be responsible for the following matters:
(a) Care, upkeep and supervision of the property and the general and limited common elements and assigning, supervising assignments or approving any assignment of the use of any common element, general or limited, as may be required by the Declaration.
(b) Designation and collection of monthly assessments from the owners, in accordance with these bylaws, the Declaration and the Act.
(c) Payment of all common expenses of the Association and institution and maintenance of a voucher system for such payment, which shall require a sufficient number of signatories thereon as may be reasonably necessary to prevent any misuse of Association funds.
(d) Designation and dismissal of the personnel necessary for the maintenance and operation of the condominium and the general and limited common elements.
(e) Leasing, subleasing or hypothecation, in any manner, of the general or limited common elements of the condominium that have or may have any income producing potential.
(f) Promulgation and enforcement of rules of conduct for unit owners, employees and invitees, which shall be consistent with the restrictions set out in Article VI, Section 22 of these bylaws.
The Board of Directors may employ a management agent, to be compensated in an amount established by the Board, to perform such duties and services as the Board shall authorize, including, but not limited to, the duties listed in Section 3 of this Article. The managing agent shall have the right to contract with or lease a unit from any unit owner, for the management of said unit, individually or collectively with other unit owners.
At the initial meeting of the Association, the term of office of one Director shall be fixed for three (3) years, the term of office of one Director shall be fixed at two (2) years, and term of office of one Director shall be fixed at one (1) year. Should more Directors be added, the same sequential election terms shall apply as nearly as is practicable. At the expiration of the initial term of office of each respective Director, his successor shall be elected to serve a term of three (3) years. The Directors shall hold office until their successors have been elected and hold their first meeting. Upon agreement by vote of the owners, the Board of Directors may be elected by a single ballot with each owner permitted to vote for three (3) nominees. In such event, the person receiving the highest number of votes shall serve for the 3-year term, the person receiving the second highest number shall serve for the 2-year term, and the person receiving the third highest number shall serve for the 1-year term.
Vacancies on the Board of Directors caused by any reason other than the removal of a Director by a vote of the Association shall be filled by vote of a majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected upon expiration of the term for which such person was elected by the other Directors to serve.
At any legal annual or special meeting, other than a meeting by ballot, any one or more of the Directors may be removed with or without cause, by a majority of the voting owners and a successor may be then and there elected to fill the vacancy thus created. Any Director whose removal has been proposed by the owners shall be given an opportunity to be heard at the meeting.
The first meeting of a newly-elected Board of Directors shall be held within ten (10) days of election at such time and place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly-elected Directors in order to legally hold such meeting, providing a majority of the newly-elected directors are present.
Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors. Regular meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting.
Special meetings of the Board of Directors may be called by the President or Secretary or on the written request of at least two (2) Directors. Special meetings of the Board of Directors may be called on three (3) days' notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place (as hereinafter provided) and purpose of the meeting.
Before, at or after any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
At all meetings of the Board of Directors, a majority of the existing Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present (shall adjourn the meeting from time to time). At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Any action which could be taken by the Board of Directors at a regular or special meeting may also be taken by a written "Memorandum of Action" signed by all of the existing Directors approving such action.
Meeting by ballot may be held by the Board of Directors in the same manner as ballot meetings of the Association. Telephonic meetings may be held either upon notice to all Directors as to the date and time and telephone number where each Director will be called and the participation therein by a quorum of the Board, or upon the unanimous participation in such meeting instituted by the President. Such telephonic meetings shall be carried on by means of a "conference call" in which each Director may speak with any of the other Directors. The Directors shall keep telephone numbers on file with the President to be used for telephonic meetings.
No Director shall be compensated in any manner, except for out-of-pocket expenses, unless such compensation is approved by vote of the unit owners.
The principal officers of the Association shall be a President, a Secretary and a Treasurer, all of whom shall be elected by the Directors. The Directors may appoint an assistant treasurer and an assistant secretary, and any such other officers as in their judgment may be necessary.
The officers of the Association may be elected by the Board of Directors at the organizational meeting of each new board or any board meeting thereafter, and shall hold office at the pleasure of the board.
Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular or special meeting of the Board of Directors.
The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of the president of an association, including, but not limited to, the power to appoint committees from among the owners from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association. The President shall be entitled to vote at Board of Director Meetings only in case of a tie vote at any such meeting, and his vote shall be final.
The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association; he shall have charge of such books and papers as the Board of Directors may direct; and he shall, in general, perform all the duties incident to the office of Secretary.
The Treasurer shall have responsibility for Association funds and securities not otherwise held by the managing agent, and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board of Directors.
Any Director may be an officer of the Association.
Within thirty (30) days prior to the beginning of each fiscal year of the Association, the Board:
(a) Shall estimate the charges (including common expenses and any special charges for particular units) to be paid during such year;
(b) Shall provide that:
(i) assessments for the monthly expense charge shall commence on the first day of each month and that assessments for any special charge shall commence on the first day of the month or the first day of the time period to which they are attributable;
(ii) assessments against each unit owner or contract purchaser shall commence on the date the unit owner or contract purchaser is entitled to possession, and that if such date does not fall on the first day of the month or on the first day of a time period to which a special assessment is attributable, the amount of the assessment shall be prorated.
(c) Shall make provision for creating, funding and maintaining reasonable reserves for contingencies and operations as well as for repair, replacement and acquisition of general and limited common elements and facilities and shall take into account any expected income and any surplus available from the prior year's operating fund. Without limiting the generality of the foregoing, but in furtherance thereof, the Board shall create and maintain from regular monthly assessments a reserve fund for replacement of those limited and general common elements which can reasonably be expected to require replacement prior to the end of the useful life of the buildings. The Board shall calculate the contributions to said reserve fund so that there are sufficient funds therein to replace each general common element and limited common element covered by the fund at the end of the estimated useful life of each such common element. The Declarant or initial Board may at any suitable time establish the first such estimate, if the sum estimated and budgeted at any time proves inadequate for any reason (including nonpayment for any reason of any unit owner's assessment) the Board may at any time borrow on terms reasonably satisfactory to it, secured or unsecured, an amount sufficient to cure the inadequacy or may levy a further assessment, which shall be assessed to the unit owners in like proportions. Notwithstanding the provisions of this section, until Declaration's management authority terminates, Declarant may elect to collect neither the full budget assessment for each month nor any assessment for reserve funds (other than reserves for insurance premiums) and instead may collect and expend only the actual costs of operation of the common elements.
Each unit owner shall be obligated to pay its share of common expenses and special charges made pursuant to this Article to the treasurer for the Association in equal monthly installments on or before the first day of each month during such year or in such other reasonable manner as the Board shall designate. Any unpaid assessment or charge shall bear interest at the maximum rate allowed by law from due date until paid. The budget may be reviewed and revised by the membership at any annual meeting or any special meeting called for this purpose, but if not so reviewed or if no change is made, shall be deemed approved.
All funds collected hereunder shall be expended for the purposes designated in this Declaration.
The Board shall require that the Association maintain separate accounts for current operations, reserves and a special separate reserve account for payment of insurance. Each month the Board shall first deposit to the insurance reserve account that portion of the common expense assessment necessary to pay at least one-twelfth (1/12) of the total cost of all the insurance policies provided regarding the condominium and such reserve insurance account shall be held separately and inviolate until utilized for payment of insurance premiums. Thereafter, the remainder of the assessments and charges collected may be utilized for payment of other expenses or deposited or credited to other accounts. All such assessments and charges shall be collected and held in trust for, and administered and expended for the benefit of the unit owners.
Except for certain special charges that may be levied against particular units under the provisions of the Declaration and these Bylaws, all assessments for common expenses shall be assessed to units and the owners thereof equally. That is to say each unit shall have assessed to it the same amount of common expenses and special charges as every other unit.
The failure of the Board or the Association, before the expiration of any year, to fix the estimate for assessments and charges hereunder for that or the next year shall not be deemed a waiver or modification in any respect of the provisions of this Declaration or a release of the unit owner from the obligation to pay the assessments and charges or any installments thereof for that or any subsequent year, but the assessment and charge fixed for the preceding year shall continue until a new assessment or charge is fixed.
The Board shall cause to be kept, detailed and accurate records, in the form established by the Association's accountant, of the receipts and expenditures of the Association specifying and itemizing the maintenance and repair expenses and any other expenses incurred. Such records and any resolutions authorizing the payment involved shall be available for examination by any unit owner at convenient hours of week days.
The assessments provided for in these Bylaws shall he imposed upon units owned by Declarant on the same basis as imposed on all other units, regardless of whether Declarant-owned units are vacant or have been sold, leased or rented.
Each monthly common expense assessment and each special charge shall be joint and several personal debts and obligations of the unit owner or owners and contract purchasers of units for which the same are assessed or charged as of the time the assessment or charge is made and shall be collectible as such. The amount of any assessment or charge, whether regular or special, assessed to any unit and/or purchaser of any unit, plus interest at the maximum rate allowed by law and costs, including reasonable attorney's fees, shall be a lien upon such unit, (the appurtenant limited common elements and the exclusive use thereof) and the unit's undivided interest in the general common elements. If the Association complies with the Act, the lien for payment of such assessment and charges shall have priority over all other liens and encumbrances, except tax and assessment liens, except the first mortgage or record, and except that such priority shall be limited as provided in Article XI and in the Act. Suit to recover any money judgment for unpaid assessments or charges shall be maintainable without foreclosure or waiving the lien securing the same.
A certificate executed and acknowledged by the Treasurer or President of the Board or an authorized agent thereof, if neither the President nor the Treasurer is available, stating the indebtedness for assessments and charges or a lack thereof secured by the assessment lien upon any unit shall be conclusive upon the Board and the unit owners as to the amount of such indebtedness on the date of the certificate, in favor of all persons who rely thereon in good faith. Such a certificate, in recordable form, shall be furnished to any unit owner or any encumbrancer of a unit within a reasonable time after request at a reasonable fee. Unless otherwise prohibited by law, any encumbrancer holding a lien on a unit may pay any unpaid assessments or charges with respect to such unit and, upon such payment, such encumbrancer shall have a lien on such unit for the amounts paid of the same rank as the lien of his encumbrance.
If a unit owner does not pay a monthly assessment or other charge when due, the Board or managing agent from time to time may require the delinquent unit owner to make and maintain a security deposit not in excess of twelve (12) months estimated monthly assessment and charges, which may be collected as are other assessments and charges. Such deposit shall be held in a separate fund, credited to such owner and resort may be had thereto at any time when such owner is ten (10) days or more delinquent in paying his monthly or other assessments and charges.
The Declarant, manager or Board, on behalf of the Association, may initiate action to foreclose the lien of any assessment as provided in the Act. In any action to foreclose a lien against any unit for nonpayment of delinquent assessments or charges, any judgment rendered against the owners of such unit in favor of the Association shall include a reasonable sum for attorney's fees and all costs and expenses reasonably incurred in preparation for or in the prosecution of said action, in addition to taxable costs permitted by law.
From the time of commencement of any action to foreclose a lien against a unit for nonpayment of delinquent assessments or charges, the owner or purchaser of such unit shall pay to the Association the reasonable rental value of the unit, to be fixed by the Board. The plaintiff in any such foreclosure shall be entitled to the appointment of a receiver to collect the same who may, if said rental is not paid, obtain possession of the unit, refurbish it for rental up to a reasonable standard for rental units in this type of condominium, rent the unit or permit its rental to others and apply rents, first to costs of the receivership and attorney's fees thereof, then to costs of refurbishing the unit, then to costs, fees and charges of the foreclosure suit and then to the payment of the delinquent assessment charges, except that such priorities shall be limited as provided in Article Article XI.
In addition to and not by way of limitation upon other methods of collecting any assessments, the Board shall have the right, after having given ten (10) days notice to any unit owner who is delinquent in paying his assessments or charges, to cut off any or all utility services to the delinquent owner's unit until such assessments or charges are paid.
The remedies provided are cumulative and the Board may pursue them concurrently (and along with) other remedies which may be available under law although not expressed herein.
(a) Every owner must perform promptly all maintenance and repair work within his own unit, which, if omitted, would affect the common elements of the condominium or a part thereof belonging to other owners, and shall be responsible for the damages and liabilities that his failure to do so may cause.
(b) All repairs of internal installations of each unit, such as water, lights, gas, power, sewage, telephones, air conditioning, sanitary installations, appliances, doors, windows, lamps and all other accessories belonging to the unit area, shall be at the sole expense of the owner of such unit.
(c) Every owner shall keep the limited common elements dedicated to his unit in a neat, clean and orderly condition at all times.
(d) An owner shall reimburse the Association for any expenditures incurred in repairing or replacing any common area and/or facility damaged through his fault that is not otherwise covered by insurance policies carried by the Association for the owner's and Association's benefit.
(a) All units shall be used for residential purposes only, and all general and limited common elements shall be used in a manner conducive to such purposes. However, the Board of Directors shall have the right to expand any general common element functions to include any compatible income-producing activity.
(b) An owner shall not make structural modifications or alterations in his unit or installations located therein without previously notifying the Association in writing, through the Management Agent, if any, or through the President of the Board of Directors, if no management agent is employed. The Association shall have the obligation to answer within thirty (30) days, and failure to do so within the stipulated time shall mean that there is no objection to the proposed modification or alteration.
In order to preserve a uniform exterior appearance to the buildings and the general and limited common elements visible to the public, the Board shall require and provide for the painting and other decorative finish of the buildings or other general or limited common elements and prescribe the type and color of such decorative finishes and may prohibit, require or regulate any modification or decoration of the buildings or other general or limited common elements undertaken or proposed by any unit owner. This power of the Board extends to screens, doors, awnings, rails or other visible portions of each unit in building. The exterior color of draperies, under-draperies or drapery lining or other window coverings for any unit shall not be any color other than white or off-white unless the Board grants a waiver pursuant to its rules and regulations.
Nothing shall be done or kept in any unit or in the general common elements or limited common elements that will increase the rate of insurance on the general and limited common elements or the units without the prior written consent of the Board. No unit owner shall permit anything to be done or kept in his unit or in the general or limited common elements that will result in the cancellation of insurance of any unit or any part of the general or limited common elements or which would be in violation of any law.
An owner shall not place or cause to be placed in the lobbies, patios, decks, ramps, vestibules, stairways and other condominium areas and facilities of a similar nature, any furniture, packages or objects of any kind, except that suitable furniture may be placed on the decks and patios. Such areas shall be used for no purpose other than what is normal.
(a) In case of an emergency originating in or threatening his unit, an owner shall grant the right of entry to the management agent or to any other person authorized by the Board of Directors or the Association, whether the owner is present at the time or not.
(b) An easement is reserved to the Association in and through any unit and the common elements providing access at reasonable times and with reasonable notice for purposes of maintenance, repair and replacement of the common elements. If, in the process of such repair and maintenance by the Association, it is necessary to alter or damage any unit or common elements, such alterations or damages will be permitted without compensation, provided the unit and/or common elements are promptly restored to substantially their prior condition by the Association.
(a) No resident of the condominium shall post any advertisements, posters or signs of any kind in or on the condominium, except as authorized by the Association.
(b) Residents shall exercise extreme care about creating disturbances, making noises or using musical instruments, radios, televisions and amplifiers that may disturb other residents. Those keeping domestic animals will abide by the Municipal Sanitary Regulations, leash laws and rules or regulations of the Association created by the Board of Directors.
(c) It is prohibited to hang garments, rugs or similar items from the windows or from any of the facades, decks or terraces of the condominium.
(d) It is prohibited to shake dust rags, mops or similar items from the windows, porches or terraces, or to clean such items by beating on an exterior part of the condominium.
(e) It is prohibited to throw garbage or trash next to the disposal installations provided for such purposes in the service area. All such garbage and trash shall be placed inside disposal containers.
(f) No owner, resident or lessee shall install wiring for electrical or telephone installation, television or other antennas, machines or air conditioning units or similar devices on the exterior of the condominium or cause them to protrude through the walls or the roof of the condominium except as authorized by the Association. No window guards, awnings or shades shall be installed without the prior consent of the Board of Directors.
(g) No exterior antennas shall be allowed except those installed by the Association.
(h) Curtains and drapes shall be generally white or lines with white, or as the Board approves, to create an aesthetic and harmonious outer appearance of the condominium buildings.
(i) The parking spaces designated as general common elements in the Declaration are intended for use of automobiles of owners and guests. The Directors may make rules necessary to govern the use of any general or limited common element parking areas, by which all owners and other users shall be bound.
(j) Vehicular traffic on the streets and drives within the condominium shall be limited to five (5) miles per hour as a safety precaution. This speed limit shall, apply to bicycles, motor scooters, motorcycles, automobiles and trucks.
(k) The parking facilities and all common garden and patio areas are provided for the use of the owners and their guests. Rules and regulations will be posted, setting out the hours the various facilities will be available for use, and the conditions attendant thereto. Compliance with such rules as promulgated by the Board of Directors is essential to the harmonious operation of the facilities.
(1) The Directors may restrict the use of the general or limited common elements to specific unit owners as may be necessary and reasonable in the overall use of said elements and for the best interest of the condominium as a whole and the owners of units therein.
(m) Failure by an owner (his family, invitees or lessees) to comply with the rules of conduct and restrictions set forth herein, or others promulgated by the Board of Directors, will be cause for which the Board of Directors may deny or restrict such owner's right to use any common element facility with respect to which such owner otherwise had a right of use.
Each unit owner shall comply strictly with the provisions of the Declaration and of these Bylaws and of administrative rules and regulations passed hereunder and the Articles of Incorporation of the Association, if any, as the same may be lawfully amended from time to time and with all decisions adopted pursuant thereto. Failure to comply shall be grounds for an action to recover sums due for damages or for injunctive relief, or both, maintainable by the Board acting through its officers on behalf of the unit owners, or by the agreed unit owner on his own.
The failure of the Board in any one or more instances to insist upon strict performance of any of the terms, covenants, conditions or restrictions of the Declaration or of these Bylaws in order to exercise any right or option contained in such documents or to serve any notice or to institute any action shall not be construed as a waiver by the Board for the future of such term, covenant, condition or restriction, but such term, covenant, condition and restriction shall remain in full force and effect. The receipt by the Board of any assessment from a unit owner with Knowledge of any such breach shall not be deemed a waiver of such breach and no waiver by the Board of any provision hereof shall be deemed to have been made unless expressed in writing and signed by the Board. This Section 24 also extends to the Declarant's managing agent exercising the powers of the Board during the initial period of operation of the Association and the condominium development.
The Board of Directors shall obtain and maintain at all times insurance of the type and kind and in the amounts hereinafter provided, and including insurance for such other risks of a similar or dissimilar nature as are or shall hereafter customarily be covered with respect to other condominium projects similar in construction, design and which insurance shall be governed by the provisions in this numbered section.
For the benefit of the Association and the owners, the Board of Directors shall obtain and maintain at all times, and shall pay for out of the common expense funds, the following insurance:
(a) A policy or policies of fire insurance with the extended coverage (including vandalism and malicious mischief) endorsement in an amount as near as practicable to the full insurable replacement value (without deduction for depreciation) of the general and limited common elements and the units with the Board named as insured as trustee for the benefit of unit owners and mortgagees as their interest may appear, or such other fire and casualty insurance as the Board shall determine to give substantially equal or greater protection, insuring the unit owners and their mortgagees as their interest may appear. Said policy or policies shall provide for separate protection for each unit to the full insurable replacement value thereof (limited as above provided), and the separate loss payable endorsement in favor of the mortgagee or mortgagees of each unit if any. All insurance shall be obtained from an insurance carrier rated Triple A (and rated in Class 11 or better financial condition) by Best's Insurance Reports or equivalent rating service and licensed to do business in the State of Oregon.
(b) A policy or policies insuring the Association, its Board of Directors, the unit owners individually, and the manager against any liability to the public or the owners of units and their invitees or tenants, incident to the ownership, supervision, control or use of the condominium. Limits of liability under such insurance shall be not less than $100,000 for bodily injuries nor less than $50,000 for property damage in each occurrence. Such limits and coverage shall be reviewed at least annually by the Board of Directors which may increase the limits of and/or coverage, in its discretion. Said policy or policies shall be issued on a comprehensive liability basis and shall provide cross liability endorsements wherein the rights of named insured under the policy or policies shall not be prejudiced as respects his, her or their action against another named insured.
(c) Workmen's compensation insurance to the extent necessary to comply with any applicable laws.
(d) A fidelity bond naming such persons as may be designated by the Board of Directors as principals and the Association and the owners as obligees, for the amount determined by the Board of Directors. Provided, however, the Board of Directors shall require that all officers and employees of the Association handling or responsible for Association funds obtain adequate fidelity bonds. The premiums on such bonds shall be paid by the Association.
(e) Insurance against loss of personal property of the Association by fire, theft and other losses, with deductible provisions as the Board deems advisable.
(f) Such other insurance as the Board deems advisable.
All losses under policies hereafter in force regarding the property shall be settled exclusively with the Board of Directors or its authorized representative; provided, however, that where a first mortgagee has been designated as a loss payee by a unit owner, such mortgagee shall be entitled to settle losses as to the mortgaged unit, provided that the loss which occurs is severable. Releases and proofs of loss shall be executed by at least two directors.
In no event shall the insurance coverage obtained and maintained by the Board of Directors hereunder be brought into contribution with insurance purchased by the Association, individual owners or their mortgagees.
Each owner must inform the Board of Directors of the value of improvements made to his unit in excess of One thousand Dollars ($1,000.00), so that the Board of Directors may make any desired adjustments in insurance coverage. Nothing in this paragraph shall permit an owner to make improvements without first obtaining the approval of the Board of Directors pursuant to Article VI, Section 17.
The Board of Directors shall make every effort to secure insurance policies that will provide for the following:
(a) A waiver of subrogation by the insurer as to any claims against the Board of Directors, the manager, the unit owners and their respective servants, agents and guests.
(b) A provision that the master policy on the condominium cannot be canceled, invalidated or suspended on account of the conduct of any one or more individual owners.
(c) A provision that the master policy on the condominium cannot be canceled, invalidated or suspended on account of the conduct of any officer or employee of the Board of Directors or the manager without prior demand in writing that the Board of Directors or manager cure the defect.
(d) A provision that any "no other insurance" clause in the master policy exclude individual owners' policies from consideration.
(e) A provision that the insurer issue subpolicies specifying the portion of the master policy earmarked for each owner's interest and that until the insurer furnishes written notice and a grace period to the mortgagee insured under the loss payable clause thereof, the mortgagee's coverage is neither jeopardized by the conduct of the unit mortgagor-owner, the Association or other unit owners nor canceled for non-payment of premiums.
(f) A rider on the master policy in the nature of "Use and Occupancy" insurance which will provide relief from the monthly assessments while a unit is uninhabitable by the payment of the condominium expenses thereof and any other fixed costs, including, but without being limited to, taxes, rent, insurance and mortgage payment.
At least annually, the Board of Directors shall review all insurance carried by the Association of Unit Owners, which review shall include an appraisal of all improvements made to the condominium by a representative of the insurance carrier writing the master policy. Each unit owner is hereby required to file a copy of his individual policy or policies with the Board within thirty (30) days after purchase of such insurance. The Board shall immediately review its effect with the Board's insurance broker, agent or carrier.
Each unit owner shall obtain additional insurance respecting his unit at his own expense. No owner shall, however, be entitled to exercise his right to maintain insurance coverage in any manner which would decrease the amount which the Board, or any trustee for the Board, on behalf of all the unit owners, will realize under any insurance policy that the Board may have in force on the condominium at any particular time.
Insurance proceeds for damage or destruction to any part of the condominium shall be paid to the Board on behalf of the Association which shall segregate such proceeds from other funds of the Association for use and payment as provided for in Article VIII.
In the event of damage or destruction to any part of the property, the Board shall promptly and, in all events, within twenty (20) days after the date of damage or destruction, make the following determinations with respect thereto, employing such advice as the Board deems advisable:
(a) The nature and extent of the damage or destruction, together with an inventory of the improvements and property directly affected thereby.
(b) A reasonably reliable estimate of the cost to repair and restore the damage and destruction, which estimate shall, if reasonably practical, be based upon two or more firm bids obtained from responsible contractors.
(c) The anticipated insurance proceeds, if any, to be available from insurance covering the loss, based upon the amount paid or initially offered by the insurer.
(d) The amount, if any, that the estimated cost of repair and restoration exceeds the anticipated insurance proceeds therefor, and the amount of assessment to each unit if such excess was paid as a maintenance expense and specifically assessed against all the units in proportion to their percentage of interest in the general common elements.
(e) The Board's recommendation as to whether such damage or destruction should be repaired or restored.
The Board shall promptly, and, in all events, within thirty (30) days after the date of damage or destruction, provide each unit owner and each mortgagee with a written notice summarizing the initial Board determination made under Section (1). If the Board fails to do so within said thirty (30) days then any unit owner or mortgagee may make the determinations required under Section (1) and give the notice required under this Section (2).
As used in this Article VIII, the words "repair," "reconstruct," "rebuild," or "restore" shall mean restoring the improvements to substantially the same condition in which they existed prior to the damage or destruction, with each unit and the general and limited common elements having substantially the same vertical and horizontal boundaries as before. Modification to conform to then—applicable governmental rules and regulations or available means of construction may be made.
As used in this Article VIII, the term "emergency work" shall mean work that the Board deems reasonably necessary to avoid further damage, destruction or substantial demolition in value to the improvements and reasonably to protect the unit owners from liability from the condition of the site.
(a) Unless, prior to the commencement of repair and restoration work (other than emergency work referred to in Section 3), the unit owner shall have decided not to repair and reconstruct in accordance with the provisions of Sections 5 or 6, the Board shall promptly repair and restore the damage and destruction, use the available insurance proceeds therefor and pay for the actual cost of repair and restoration in excess of insurance proceeds, which excess shall be specifically assessed against all units in proportion to their percentages of interest in the general common elements.
(b) The Board shall have the authority to employ architects and attorneys, advertise for bids, let contracts to contractors and others and take such other action as is reasonably necessary to effectuate the repair and restoration. Contracts for such repair and restoration shall be awarded when the Board, by means of insurance proceeds and sufficient assessments, has provision for the cost thereof. The Board may further authorize the insurance carrier to proceed with repair and restoration upon satisfaction of the Board that such work will be appropriately carried out.
(c) The Board may enter into a written agreement in recordable form with any reputable financial institution or trust or escrow company that such firm or institution shall act as an insurance trustee to adjust and settle any claim for such loss in excess of $50,000.00 or for such firm or institution to collect the insurance proceeds and carry out the provisions of this Article.
If the amount of the estimated assessment determined under Section (1) does not exceed $3,500.00 for any one unit, then the provisions of this Section (5) shall apply:
(a) The Board may, but shall not be required, to call a special unit owners' meeting to consider such repair and restoration work, notice of which shall be given simultaneously with the notice required to be given by the Board under Section (2) above. If the Board shall fail to call such a meeting, then the requisite number of unit owners or any mortgagee, within fifteen (15) days of receipt of the notice given by the Board under Section (2) above or the expiration of such thirty (30) day period, whichever is less, may call such special unit owners' meeting to consider such repair and restoration work. Any meeting called for under this Section (5) shall be convened not less than ten (10), nor more than twenty (20) days, after the date of such notice of meeting.
(b) Except for emergency work, no repair and restoration work shall be commenced until after the expiration of the notice period set forth in Section 5(a) and until after the conclusion of said special meeting if such meeting is called within said requisite period.
(c) A unanimous decision of the unit owners shall be required to avoid the provisions of Section 4(a) and to determine not to repair and restore the damage and destruction, provided that the failure of the Board, a requisite number of unit owners or a mortgagee to call for a special meeting at the time or in the manner set forth in Section 5(a) shall be deemed a unanimous decision to undertake such work.
If the amount of the estimated assessment determined under Section 1 exceeds $3,500.00 for any one unit then the provisions of this Section 6 shall apply:
(a) The Board shall promptly and, in all events, within thirty (30) days after the date of damage or destruction, provide written notice of a special unit owners' meeting to consider repair and restoration of such damage or destruction, which notice shall be delivered with the notice required to be provided under Section 2 above. If the Board fails to do so within said thirty (30) day period, then notwithstanding the provisions of these Bylaws with respect to calling special meetings, any unit owner or mortgagee may, within fifteen (15) days of the expiration of said thirty (30) day period or receipt of the notice required to provide it by the Board under Section 2 above, whichever is less, call a special meeting of the unit owners to consider repair and restoration of such damage or destruction by providing written notice of such meeting to all unit owners and mortgagees. Any meeting held pursuant to this Section 6 shall be called by written notice and shall be deemed not less than ten (10) nor more than twenty (20) days from the date of such notice of meeting.
(b) Except for emergency work, no repair and restoration work shall be commenced until the conclusion of the special unit owners' meeting required under Section 6(a).
(c) A concurring vote of more than seventy five percent (75) of the total voting power will be required to avoid the provisions of Section 4(a) and to determine not to repair and restore the damage and destruction. Provided, however, that the failure to obtain said seventy five percent (75%) vote shall be deemed a decision to rebuild and restore the damage and destruction. Provided further, that the failure of the Board or unit owners or mortgagee to convene the special meeting required under Section Section 6(a) within ninety (90) days after the date of damage or destruction shall be deemed a unanimous decision not to undertake such repair and restoration work.
In the event of a decision under either Section 5(c) or 6(c) not to repair and restore damage and destruction, the Board may nevertheless expend such of the insurance proceeds and common funds as the Board deems reasonably necessary for emergency work (which emergency work may include, but is not necessarily limited to, removal of the damaged or destroyed buildings in clearing, filling and grading the real property). The remaining funds and property, if any, shall thereafter be held and distributed as follows:
(a) The property shall be owned in common by the unit owners and shall no longer be subject to this Declaration or to condominium ownership.
(b) The undivided interest in said property, owned in common, attributable to each unit owner shall be the percentage of undivided interest previously owned by such owner in the general common elements and facilities.
(c) Any mortgages or liens affecting any of the units shall be deemed transferred, in accordance with existing priorities, to the percentage of the undivided interest of the unit owner in the property as provided herein.
(d) The property shall be subject to an action for partition (to sever the unity of ownership) at the suit of any unit owner, in which event the net proceeds of sale, together with the net proceeds of insurance on the property, if any, shall be considered as one fund. Such funds shall be divided into separate shares, one for each unit owner in percentages equal to the percentage of undivided interest owned by each such owner in the property. After first paying out of the respective shares of each unit owner, to the extent sufficient for the purpose, all mortgages and liens on the undivided interest on the property owned by such unit owner, the balance remaining in each share shall then be distributed to each unit owner respectively.
Notwithstanding all other provisions hereof, the owners may, by an affirmative vote of sufficient owners to amend these bylaws, cause an amendment to be made to the condominium documents so as to facilitate architectural changes that the owners affected thereby and the Association deem desirable if, and only if, the partial or total destruction of the condominium, or any buildings thereof, by fire, casualty or any other disaster is so great as to require the substantial reconstruction of the whole of the condominium, or said buildings. Any such amendment of such condominium documents shall be valid only upon (1) the recording thereof with the recording officer of Washington County; and (2) the recording with that recording officer of the approval thereof of each mortgagee and each other lienholder of record having a lien against any part of the condominium or building affected by such amendment.
The provision of this Article VIII shall constitute the procedure by which a determination is made by the unit owners to repair, restore, reconstruct, or rebuild. By the act of accepting an interest in the property, each unit owner and party claiming by, through or under such owner hereby consents and agrees to the provisions hereof. In the event that any provisions of this Article VIII shall be determine to be invalid or not enforceable by any court of competent jurisdiction, such determination shall not affect the validity or any other provision of this Declaration. The purpose of this Article VIII shall be to provide a fair and equitable method of allocating the costs of repair and restoration and making a determination for repair and restoration if all or a portion of the improvements are damaged or destroyed. The provisions of this Article VIII shall be liberally construed to accomplish such purpose. By unanimous vote, which vote shall be taken within ninety (90) days after the damage or destruction, the unit owners may determine to do otherwise than provided in this Article VIII.
If at any time or times during the continuance of the condominium ownership pursuant to the Declaration and these Bylaws, all or any part of the condominium shall be taken by eminent domain or condemned by any public authority or sold or otherwise disposed of in lieu of or in advance thereof, the provisions of the Article IX shall apply. The Board shall provide each unit owner and each mortgagee with a written notice of the commencement of any such condemnation proceeding and of any proposed sale or disposition in lieu or in advance of such proceeding.
All compensation, damages or other proceeds therefrom, the sum of which is hereinafter called the "Condemnation Award," shall be payable to the Association.
In the event that the entire property is taken or condemned or sold or otherwise disposed of in lieu of or in avoidance thereof, the condominium ownership, pursuant thereto shall terminate. The condemnation award shall be apportioned among the unit owners in proportion to the respective undivided interest in the general common elements, provided that if a standard different from the value of the property as a whole is employed to measure the condemnation award in the negotiation, judicial decree or otherwise, then in determining such shares, the same standard shall be employed to the extent it is relevant and applicable. On the basis of the foregoing principle, the Board shall, as soon as practical, determine the share of the condemnation award to which each unit owner is entitled. After first paying out the respective share of each unit owner to the extent sufficient for the purpose, all mortgages and liens on the interest of such unit owner, the balance remaining in each share shall then be distributed to each unit owner respectively.
In the event that less than the entire condominium is taken or condemned or sold or otherwise disposed of in lieu of or in avoidance thereof, the condominium ownership hereunder shall not terminate. Each unit owner shall be entitled to a share of the condemnation award to be determined in the following manner:
(a) As soon as practical, the Board shall reasonably and in good faith allocate the condemnation award between compensation damages or other proceeds.
(b) The Board shall apportion the amount so allocated to taking of or injury to the general common elements, which in turn shall be apportioned among the unit owners in proportion to their respective undivided interest in the general common elements.
(c) The Board shall apportion the amount so allocated to taking of or injury to the limited common elements among unit owners to whom the limited common elements pertain.
(d) The total amount allocated to severance damages shall be apportioned to those units which were not taken or condemned.
(e) The respective amounts allocated to the taking of or injury to a particular unit and/or improvements a unit owner has made within his own unit shall be apportioned to the particular unit involved.
(f) The amount allocated to consequential damages and any other takings or injuries shall be apportioned as the Board determines to be equitable in the circumstances.
(g) If an allocation of the condemnation award is already established in negotiation, judicial decree or otherwise, then in allocating the condemnation award, the Board shall employ such allocation to the extent it is relevant and applicable.
(h) Distribution of apportioned proceeds shall be made to the respective unit owners and the respective mortgagees in the manner provided in Section 3.
Any reconstruction and repair necessitated by condemnation shall be governed by the procedures specified in Article VIII above, provided that the Board may retain and apply such portion of each unit owner's share of the condemnation award as is necessary to discharge said owner's liability for any special assessment arising from operation of said Article VIII.
Amendments to these Bylaws shall be made by an instrument in writing entitled, "Amendments to Bylaws," which sets forth the entire amendment. Except as otherwise provided for in these Bylaws and in the Declaration and except for the right of Declarant, upon Declarant's sole signature to amend these Bylaws to conform to federal, state and local laws, regulations, ordinances and rules and except as required by those persons who must approve the condominium development, any proposed amendment must be approved by a majority of the Board of Directors of the Association prior to its adoption by the unit owners. Amendments may be adopted at the meeting of the unit owners, if seventy five percent (75%) of the unit owners vote for such amendment, or without any meeting if all unit owners have been duly notified and seventy five percent (75%) of the unit owners consent in writing to such amendment. In all events, the amendment, when adopted shall bear the signature of the President of the Association and shall be attested by the Secretary who shall state whether the amendment was properly adopted and shall be acknowledged by them as officers of the Association. Amendments, once properly adopted, shall be effective upon recording in the appropriate governmental offices. Any decision changing the percentage of interest expressed herein, except as provided herein, shall require the unanimous consent of the unit owners and their mortgagees.
Notwithstanding all of the provisions hereof and as provided in the Act, the liens created under the Declaration and under these Bylaws, which the Association may have upon any unit for common expense assessments, shall be subject and subordinate to the rights (lien or equivalent security interest) of the secured party in the case of any indebtedness secured by mortgages which were recorded prior to the date any such common expense assessment became due. Where such mortgagee of the unit or other purchaser of a unit obtains possession of a unit as a result of mortgage foreclosure (or of taking a deed in lieu of foreclosure), such possessor and his successors and assigns shall not be liable for the share of the common expense or assessment by the Association chargeable to such unit, which became due prior to such possession but will be liable for the common expenses and assessments accruing after such possession. Such unpaid share of common expenses or assessments shall be deemed to be common expenses, collectible from all of the unit owners, including such possessor, his successor and assigns.
At least thirty (30) days' notice of any cancellation of professional management and assumption of self-management shall be given to every first mortgagee, and the effectuation of any such decision shall not be valid without the prior written approval of the holders of seventy five percent (75%) of the first mortgages on the units. The agreement with such professional manager shall permit cancellation on thirty (30) days written notice without payment of any cancellation fee, and shall have a term not in excess of one (1) year, renewable by agreement of the parties, for successive one (1) year periods.
Except when acting pursuant to the provisions of the Act involving substantial destruction by fire or other casualty or a taking by eminent domain or condemnation, the Owners or the Association shall not, without written consent of seventy five percent (75%) of the first mortgagees of the units, seek by act or omission to abandon or to terminate the condominium status of the project, or to abandon, encumber, sell or transfer any of the common areas.
The Owners or the Association shall not partition or subdivide any unit or the appurtenant limited common elements, nor abandon, partition, subdivide, encumber or sell any general common elements or accept any proposals to do so without the prior written approval of seventy five percent (75%) of the first mortgagees of the units.
The Owners or the Association shall not change the percentages of interest in the general common elements without the prior written approval of seventy five percent (75%) of the first mortgagees of units.
Written notice that an owner/mortgagor of a unit has, for more than thirty (30) days, failed to meet an obligation under the condominium documents shall be given by the Association to any mortgagee of any such unit.
No amendment shall be made to these Bylaws modifying, changing, limiting or altering the rights expressly conferred upon mortgagees in this instrument without prior written approval of all mortgagees.
With respect to every mortgagee of a unit, the Board shall:
(a) Furnish the mortgagee with a copy of any insurance policy or evidence thereof which is intended to cover the unit on which said mortgage has a lien;
(b) Require any insurance carrier to give the Board and such mortgagee at least thirty (30) days written notice before canceling or reducing the coverage or limits of any insurance with respect to the property on which the mortgagee has a lien (including cancellation for a premium nonpayment);
(c) Not make any settlement of any insurance claim for loss or damage to any such unit, general common elements or limited common elements exceeding $5,000.00 without the approval of such mortgagee provided, however, that withholding of such approval shall not be unreasonable or in conflict with the provisions of Article VIII;
(d) Give the mortgagee written notice of any loss or taking affecting general or limited common elements if such loss or taking exceeds $5,000.00;
(e) Give the mortgagee written notice of any loss, damage or taking affecting any unit or limited common elements in which it has an interest if such loss, damage or taking exceeds $1,000.00;
(f) The Board shall exercise its reasonable best efforts to obtain insurance policies containing the following provisions:
(i) Provide that the liability of the insurer thereunder shall not be affected by and that the insurer shall not claim any right of setoff counterclaims, apportionment, proration or contribution by reason of any other insurance obtained by or for any unit owner;
(ii) Contain no provision relieving the insurer from liability for loss occurring while the hazard to such buildings is increased whether or not within the knowledge or control of the Board or because of any breach of warranty or condition or any other act or neglect by the Board or any unit owner or any other person or either of them;
(iii) Contain a waiver of subrogation by the insurer as to any and all claims against the Association, the owner of any unit and/or their respective agents, employees or tenants and of any defenses based upon co-insurance or upon invalidity arising from the acts of the insured.
(g) In addition, the insurance policy required under Article VII(1)(a) shall contain the standard mortgagee clause which shall:
(i) Provide that any reference to any mortgagee in such policy shall mean and include all holders of mortgages of any unit or units, lease or sublease of the condominium in their respective order and preference whether or not named therein.
(ii) Provide that such insurance as to the interest of any mortgagee shall not be invalidated by any act or neglect of the Board or unit or any persons under any of them;
(iii) Waive any provision invalidating such mortgage clause by reason of:
(1) The failure of any mortgagee to notify the insurer of any hazardous use or vacancy;
(2) Any requirement that the mortgagee pay any premium thereon; and
(3) Any contribution clause.
First mortgagee shall be entitled to inspect, during normal business hours, all books and records of the Association.
Section 10. EFFECTIVE OF BYLAW AMENDMENTS
No amendment shall be made to these bylaws modifying, changing, limiting or altering the rights expressly conferred upon mortgagee in this instrument without prior written approval of all mortgagees.
These bylaws are intended to comply with the provisions of the Oregon Unit Ownership Law, which are incorporated herein. In case any of the provisions hereof conflict with the provisions of said statutes, the statutory provisions shall apply.
The Association shall indemnify any Director, officer, employee or agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Association) by reason of the fact that he is or was a Director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by said person in connection with such suit, action or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or with a plea of nolo contendere or its equivalent, shall not of itself create a presumption that a person did not act in good faith and in a good manner which he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceedings, had reasonable cause to believe his conduct was unlawful. Payment under this clause may be made during the pendency of such claim, action, suit or proceeding (as and when incurred) subject only to the right of the Association to reimbursement, should it be proven at a later time that said person had no right to such payments. All persons who are ultimately held liable for their actions on behalf of the Association as a Director, officer, employee or agent shall have a right of contribution over and against all other Directors, officers, employees or agents and members of the Association who participated with or benefited from the acts which created such liability.
In the event suit or action is commenced by the Directors for the collection of any amounts due pursuant to these bylaws, or for the enforcement of any provisions of the bylaws or of the Oregon Unit Ownership Law, the owner or owners, jointly and severally, will, in addition to all other obligations, pay the costs of such suit or action, including reasonable attorneys' fees to be fixed by the trial court, and, in the event of an appeal, the cost of the appeal, together with reasonable attorneys' fees in the appellate court to be fixed by such court.
It is hereby certified that these bylaws have been adopted by William S. Walker Investment Company, an Oregon Corporation, Declarant, and will be recorded in the Deed Records of Washington County, Oregon, together with the Declaration of Unit Ownership for said condominium, after said Declaration and Bylaws are approved by the Assessor of said County.
