ASCCA Bylaws

The following Bylaws address the particulars of the Alaska Sailing Club Condo Association (ASCCA) governance. We provide the complete text below for easy reference, and a fully executed PDF version is available here.

In addition, you can find the plat detailing the location of all the units here.

BYLAWS
OF
ALASKA SAILING CLUB CONDOMINIUMS OWNERS ASSOCIATION, INC.

ARTICLE I: Introduction

These are the Bylaws of Alaska Sailing Club Condominiums Owners Association, Inc. Initial capitalized terms are defined in Article I of the Declaration.

ARTICLE II: Executive Board

Section 2.1 – Number and Qualification; Termination of Declarant Control.

(a) The affairs of the Common Interest Community and the Association shall be governed by an Executive Board which, until the termination of the period of Declarant control, shall consist of three (3) persons, and following such date shall consist of three (3) persons, the majority of who, excepting the Directors appointed by the Declarant, shall be Unit Owners. If any Unit is owned by a partnership or corporation, any officer, partner, or employee of that Unit Owner shall be eligible to serve as a Director and shall be deemed to be a Unit Owner for the purposes of the preceding sentence. Directors shall be elected by the Unit Owners except for those appointed by the Declarant. At any meeting at which Directors are to be elected, the Unit Owners may, by resolution, adopt specific procedures for conducting the elections not inconsistent with these Bylaws or the Corporation Laws of the State of Alaska.

(b) The terms of at least one-third (1/3) of the Directors shall expire annually, as established in a resolution of the Unit Owners setting terms.

(c) Section 8.6 of the Declaration shall govern the appointment of Directors of the Executive Board during the period of Declarant control.

(d) The Executive Board shall elect the officers. The Directors and officers shall take office upon election.

(e) At any time after Unit Owners other than the Declarant are entitled to elect a Director, the Association shall call and give not less than ten (10) nor more than sixty (60) days notice of a meeting of the Unit Owners for this purpose. Such meeting may be called and the notice given by any Unit Owner if the Association fails to do so.

Section 2.2 – Powers and Duties. The Executive Board may act in all instances on behalf of the Association, except as provided in the Declaration, these Bylaws, or the Act. The Executive Board shall have, subject to the limitations contained in the Declaration and the Act, the powers and duties necessary for the administration of the affairs of the Association and of the Common Interest Community, which shall include, but not be limited to the following:

(a) Adopt and amend bylaws, rules, and regulations;

(b) Adopt and amend budgets for revenues, expenditures, and reserves;

(c) Collect assessments for Common Expenses from Unit Owners;

(d) Hire and discharge managing agents;

(e) Hire and discharge employees and agents other than managing agents and independent contractors;

(f) Institute, defend, or intervene in litigation or administrative proceedings or seek injunctive relief for violations of the Association’s Declaration, Bylaws, or Rules in the Association’s name on behalf of the Association or two or more Unit Owners on matters affecting the Common Interest Community;

(g) Make contracts and incur liabilities;

(h) Regulate the use, maintenance, repair, replacement, and modification of Common Elements;

(i) Cause additional improvements to be made as a part of the Common Elements;

(j) Acquire, hold, encumber, and convey in the Association’s name any right, title, or interest to real estate or personal property, but Common Elements may be conveyed or subjected to a security interest only pursuant to Section 34.08.430 of the Act;

(k) Grant easements for any period of time, including permanent easements, and leases, licenses, and concessions for no more than one (1) year, through or over the Common Elements;

(l) Impose and receive a payment, fee, or charge for the use, rental, or operation of the Common Elements, other than Limited Common Elements described in Subsections (2) and (4) of Section 34.08.100 of the Act, and for services provided to Unit Owners;

(m) Impose a reasonable charge for late payment of assessments and, after Notice and Hearing, levy a reasonable fine for a violation of the Declaration, Bylaws, Rules, and regulations of the Association;

(n) Impose a reasonable charge for the preparation and recording of an amendment to the Declaration, a resale certificate required by Section 34.08.590 of the Act, or a statement of unpaid assessments;

(o) Provide for the indemnification of the Association’s officers and Executive Board and maintain Directors’ and officers’ liability insurance;

(p) Assign the Association’s right to future income, including the right to receive Common Expense assessments;

(q) Exercise any other powers conferred by the Declaration or Bylaws;

(r) Exercise any other power that may be exercised in the State of Alaska by a legal entity of the same type as the Association;

(s) Exercise any other power necessary and proper for the governance and operation of the Association; and

(t) By resolution, establish committees of Directors, permanent and standing, to perform any of the above functions under specifically delegated administrative standards, as designated in the resolution establishing the committee. All committees must maintain and publish notice of their actions to Unit Owners and the Executive Board. However, actions taken by a committee may be appealed to the Executive Board by any Unit Owner within forty-five (45) days of publication of such notice, and such committee action must be ratified, modified, or rejected by the Executive Board at its next regular meeting.

Section 2.3 – Standard of Care. In the performance of their duties, the officers and members of the Executive Board are required to exercise the care required of fiduciaries of the Unit Owners.

Section 2.4 – Additional Limitations. The Executive Board shall be additionally limited pursuant to Article XIV of the Declaration.

Section 2.5 – Manager. The Executive Board may employ a manager for the Common Interest Community at a compensation established by the Executive Board to perform such duties and services as the Executive Board shall authorize. The Executive Board may delegate to the manager only the powers granted to the Executive Board by these Bylaws under Subsections 2.2(c), (e), (g) and (h). Licenses, concessions and contracts may be executed by the manager pursuant to specific resolutions of the Executive Board or to fulfill the requirements of the budget.

Section 2.6 – Removal of Directors. The Unit Owners, by a two-thirds (2/3) vote of all votes at any meeting of the Unit Owners at which a quorum is present, may remove any Director of the Executive Board with or without cause, other than a Director appointed by the Declarant.

Section 2.7 – Vacancies. Vacancies in the Executive Board caused by any reason other than the removal of a Director by a vote of the Unit Owners may be filled at a special meeting of the Executive Board held for that purpose at any time after the occurrence of any such vacancy, even though the Directors present at such meeting may constitute less than a quorum, in the following manner:

(a) as to vacancies of Directors whom Unit Owners other than the Declarant elected by a majority of the remaining such Directors constituting the Executive Board;

(b) as to vacancies of Directors whom the Declarant has the right to appoint by the Declarant.

Each person so elected or appointed shall be a Director for the remainder of the term of the Director so replaced.

Section 2.8 – Regular Meetings. The first regular meeting of the Executive Board following each annual meeting of the Unit Owners shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Unit Owners at the meeting at which such Executive Board shall have been elected. No notice shall be necessary to the newly elected Directors in order to legally constitute such a meeting, providing a majority of the Directors shall be present. The Executive Board may set a schedule of additional regular meetings by resolution, and no further notice is necessary to constitute such regular meetings.

Section 2.9 – Special Meetings. Special meetings of the Executive Board may be called by the President or by a majority of the Directors on at least three (3) business days’ notice to each Director. The notice shall be hand-delivered or mailed and shall state the time, place, and purpose of the meeting.

Section 2.10 – Location of Meetings. All meetings of the Executive Board shall be held in Big Lake unless all Directors consent in writing to another location.

Section 2.11 – Waiver of Notice. Any director may waive notice of any meeting in writing. Attendance by a Director at any meeting of the Executive Board shall constitute a waiver of notice. If all the Directors are present at any meeting, no notice shall be required, and any business may be transacted at such meeting.

Section 2.12 – Quorum of Directors. At all meetings of the Executive Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the meeting. If, at any meeting, there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.

Section 2.13 – Consent to Corporate Action. If all the Directors or all Directors of a committee established for such purposes, as the case may be, severally or collectively consent in writing to any action taken or to be taken by the Association, and the number of the Directors or committee constitutes a quorum for such action, such action shall be a valid corporate action as though it had been authorized at a meeting of the Executive Board or the committee, as the case may be. The Secretary shall file such consents with the minutes of the meetings of the Executive Board.

ARTICLE III: Unit Owners

Section 3.1 – Annual Meeting. The first annual meeting of Members shall be held as soon as practicable, but not later than sixty (60) days after the conveyance by Declarant of seventy-five percent (75%) of the Lots in Phase 1 of the Project.

Section 3.2 – Budget Meeting. Meetings of Unit Owners to consider proposed budgets shall be called in accordance with Sections 18.4 and 18.5 of the Declaration. The budget may be considered at Annual or Special Meetings called for other purposes as well.

Section 3.3 – Special Meetings. Special meetings of The Association may be called by the president, by a majority of the members of the Executive Board, or by Unit Owners comprising twenty percent (20%) of the votes in the Association.

Section 3.4 – Place of Meetings. Meetings of the Unit Owners shall be held at the project or may be adjourned to such suitable place convenient to the Unit Owners as may be designated by the Executive Board or the President.

Section 3.5 – Notice of Meetings. Not less than ten (10) nor more than thirty (30) days in advance of a meeting, the Secretary or other officer specified in the Bylaws shall cause notice to be hand-delivered or sent prepaid by United States mail to the mailing address of each Unit or to the mailing address designated in writing by the Unit Owner. No action shall be adopted at a meeting except as stated in the notice.

Section 3.6 – Waiver of Notice. Any Unit Owner may, at any time, waive notice of any meeting of the Unit Owners in writing, and such waiver shall be deemed equivalent to the receipt of such notice.

Section 3.7 – Adjournment of Meeting. At any meeting of Unit Owners, a majority of the Unit Owners who are present at such meeting, either in person or by proxy, may adjourn the meeting to another time.
Section 3.8 – Order of Business. The order of business at all meetings of the Unit Owners shall be as follows:

(a) Establish quorum (or check-in procedure);

(b) Proof of notice of meeting;

(c) Approval of minutes of the preceding meeting;

(d) Reports;

(e) Establish terms of memberships of the Executive Board (if required and noticed);

(f) Election of inspectors of election (when required);

(g) Election of Directors of the Executive Board (when required);

(h) Ratification of Budget (if required and noticed);

(i) Unfinished business;

(j) New business; and

(k) Adjourn.

Section 3.9 – Voting. There shall be two classes of voting as follows:

(i) A Class. The Owner of Unit H is an A Class member and shall have to seven (7) votes.

(ii) B Class. The owners of all other Units other than Unit H are B Class members and shall have one (1) vote per Unit.

(a) If only one of several owners of a Unit is present at a meeting of the Association, the owner present is entitled to cast the vote allocated to the Unit. If more than one of the owners is present, the vote allocated to the Unit may be cast only in accordance with the agreement of a majority in the interest of the owners. There is a majority agreement if any one of the owners casts the vote allocated to the Unit without protest being made promptly to the person presiding over the meeting by another owner of the Unit.

(b) The vote allocated to a Unit may be cast under a proxy duly executed by a Unit Owner. If a Unit is owned by more than one person, each owner of the Unit may vote or register a protest to the casting of votes by the other owners of the Unit through a duly executed proxy. A Unit Owner may revoke a proxy given under this Section only by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or purports to be revocable without notice. A proxy terminates one (1) year after its date unless it specifies a shorter term.

(c) The vote of a corporation or business trust may be cast by any officer of such corporation or business trust in the absence of express notice of the designation of a specific person by the board of directors or bylaws of the owning corporation or business trust. The vote of a partnership may be cast by any general partner of the owning partnership in the absence of express notice of the designation of a specific person by the owning partnership. The moderator of the meeting may require reasonable evidence that a person voting on behalf of a corporation, partnership or business trust owner is qualified so to vote.

(d) The vote allocated to a Unit owned by the Association may not be cast.

Section 3.10 – Quorum. Except as otherwise provided in these Bylaws, the Unit Owners present in person or by proxy, but no less than one-half (1/2) of the votes entitled to be voted at the meeting, at any meeting of Unit Owners, shall constitute a quorum at such meeting.

ARTICLE IV: Officers

Section 4.1 – Designation. The principal officers of the Association shall be the president, the vice president, the secretary, and the treasurer, all of whom shall be elected by the Executive Board. The Executive Board may appoint an assistant treasurer, an assistant secretary, and such other officers as in its judgment may be necessary. The president and vice president, but no other officers, need be Directors. Any two (2) offices may be held by the same person, except the offices of president and secretary. The office of vice president may be held by the President or Treasurer.

Section 4.2 – Election of Officers. The officers of the Association shall be elected annually by the Executive Board at the organization meeting of each new Executive Board and shall hold office at the pleasure of the Executive Board.

Section 4.3 – Removal of Officers. Upon the affirmative vote of a majority of the Directors, any officer may be removed, either with or without cause, and his or her successor may be elected at any regular meeting of the Executive Board or at any special meeting of the Executive Board called for that purpose.

Section 4.4 – President. The president shall be the chief executive officer of the Association. He or she shall preside at all meetings of the Unit Owners and of the Executive Board. He or she shall have all of the general powers and duties that are incident to the office of president of a nonprofit corporation organized under the laws of the State of Alaska, including, but not limited to, the power to appoint committees from among the Unit Owners from time to time as he or she may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Association. He or she may fulfill the role of treasurer in the absence of the treasurer. The president, as attested by the secretary, may cause to be prepared and may execute amendments to the Declaration and the Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable.

Section 4.5 – Vice President. The vice president shall take the place of the president and perform his or her duties whenever the president is absent or unable to act. If neither the president nor the vice president is able to act, the Executive Board shall appoint some other Director to act in the place of the president on an interim basis. The vice president shall also perform such other duties as may be imposed upon him or her by the Executive Board or by the president.

Section 4.6 – Secretary. The secretary shall keep the minutes of all meetings of the Unit Owners and the Executive Board. He or she shall have charge of such books and papers as the Executive Board may direct, and he or she shall, in general, perform all the duties incident to the office of secretary of a nonprofit corporation organized under the laws of the State of Alaska. The secretary may cause to be prepared and may attest to execution by the president of amendments to the Declaration and the Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable.

Section 4.7 – Treasurer. The treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial data. He or she shall be responsible for the deposit of all monies and other valuable effects in such depositories as may from time to time be designated by the Executive Board, and he or she shall, in general, perform all the duties incident to the office of treasurer of a nonprofit corporation organized under the laws of the State of Alaska. He or she may endorse on behalf of the Association for collection only, checks, notes and other obligations, and shall deposit the same and all monies in the name of and to the credit of the Association in such banks as the Executive Board may designate. He or she may have custody of and shall have the power to endorse for transfer on behalf of the Association, stock, securities or other investment instruments owned or controlled by the Association or as fiduciary for others.

Section 4.8 – Agreements, Contracts, Deeds, Checks, etc. Except as provided in Sections 4.4, 4.6, 4.7, and 4.9 of these Bylaws, all agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by any officer of the Association or by such other person or persons as may be designated by the Executive Board.

Section 4.9 – Resale Certificates and Statements of Unpaid Assessments. The treasurer, assistant treasurer, or a manager employed by the Association, or, in their absence, any officer having access to the books and records of the Association, may prepare, certify, and execute resale certificates in accordance with Section 34.08.590 of the Act and statements of unpaid assessments in accordance with Subsection 34.08.470(h) of the Act.

The Association may charge a reasonable fee for preparing resale certificates and statements of unpaid assessments. The amount of this fee and the time of payment shall be established by resolution of the Executive Board. The Association may refuse to furnish resale certificates and statements of unpaid assessments until the fee is paid. Any unpaid fees may be assessed as a Common Expense against the Unit for which the certificate or statement is furnished.

ARTICLE V: Enforcement

Section 5.1 – Abatement and Enjoinment of Violations by Unit Owners. The violation of any of the Rules and regulations adopted by the Executive Board, or the breach of any provision of the Documents shall give the Executive Board the right, after Notice and Hearing, except in case of an emergency, in addition to any other rights set forth in these Bylaws:

(a) to enter the Unit in which, or as to which, such violation or breach exists and to summarily abate and remove, at the expense of the defaulting Unit Owner, any structure, thing or condition (except for additions or alterations of a permanent nature that may exist therein) that is existing and creating a danger to the Common Elements contrary to the intent and meaning of the provisions of the Documents, and the Executive Board shall not thereby be deemed liable for any manner of trespass; or

(b) to enjoin, abate, or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach.

Section 5.2 – Fine For Violation. By resolution, following Notice and Hearing, the Executive Board may levy a fine in an amount determined and published by the Executive Board from time to time for violations of the Documents or Rules that persist after such Notice and Hearing.

ARTICLE VI: Indemnification

The Directors and officers of the Association shall have the liabilities and be entitled to indemnification, as provided in Sections AS 10.20.051(b) and AS 10.20.011(14) of the Alaska Statutes, the provisions of which are hereby incorporated by reference and made a part hereof.

ARTICLE VII: Records

Section 7.1 – Records and Audits. The Association shall maintain financial records. The financial records shall be maintained and audited in accordance with Article XVII of the Declaration. The cost of the audit shall be a Common Expense unless otherwise provided in the Documents.

Section 7.2 – Examination. All records maintained by the Association or by the manager shall be available for examination and copying by any Unit Owner, by any holder of a Security Interest in a Unit, or by any of their duly authorized agents or attorneys at the expense of the person examining the records, during normal business hours and after reasonable notice.

Section 7.3 – Records. The Association shall keep the following records:

(a) An account for each Unit which shall designate the name and address of each Unit Owner, the name and address of each mortgagee who has given notice to the Association that it holds a mortgage on the Unit, the amount of each Common Expense assessment, the dates on which each assessment comes due, the amounts paid on the account, and the balance due.

(b) An account for each Unit Owner showing any other fees payable by the Unit Owner.

(c) A record of any capital expenditures in excess of Three Thousand Dollars and Zero Cents ($3,000.00) approved by the Executive Board for the current and two (2) next succeeding fiscal years.

(d) A record of the amount and an accurate account of the current balance of any reserves for capital expenditures, replacement, and emergency repairs, together with the amount of those portions of reserves designated by the Association for a specific project.

(e) The most recently regularly prepared balance sheet and income and expense statement, if any, of the Association.

(f) The current operating budget adopted pursuant to Subsection 34.08.460(a) of the Act and ratified pursuant to the procedures of Subsection 34.08.330(c).

(g) A record of any unsatisfied judgments against the Association and the existence of any pending suits in which the Association is a defendant.

(h) A record of insurance coverage provided for the benefit of Unit Owners and the Association.

(i) A record of any alterations or improvements to Units or Limited Common Elements that violate any provisions of the Declarations of which the Executive Board has knowledge.

(j) A record of any violations, with respect to any portion of the Common Interest Community, of health, safety, fire, or building codes or laws, ordinances, or regulations of which the Executive Board has knowledge.

(k) A record of the actual cost, irrespective of discounts and allowances, of the maintenance of the Common Elements.

(l) Annually, the Association shall prepare a balance sheet showing the financial condition of the Association as of a date not more than four (4) months prior thereto and a statement of receipts and disbursements for twelve (12) months prior to that date. The balance sheet and statement shall be kept for at least ten (10) years from such date in the principal office of the Association.

(m) Tax returns for state and Federal income taxation.

(n) Minutes of proceedings of incorporators, Unit Owners, Directors, committees of Directors, and waivers of notice.

Section 7.4 – Form Resale Certificate. The Executive Board shall adopt a form resale certificate to satisfy the requirement of Section 34.08.590 of the Act.

ARTICLE VIII: Miscellaneous

Section 8.1 – Notices. All notices to the Association or the Executive Board shall be delivered to the office of the manager, or if there is no manager, to the office of the Association, or to such other address as the Executive Board may hereafter designate from time to time, by notice in writing to all Unit Owners and to all holders of Security interests in the Units who have notified the Association that they hold a Security Interest in a Unit. Except as otherwise provided, all notices to any Unit Owner shall be sent to his or her address as it appears in the records of the Association. All notices to holders of Security Interests in the Units shall be sent, except where a different manner of notice is specified elsewhere in the Documents, by registered or certified mail to their respective addresses, as designated by them from time to time, in writing, to the Association. All notices shall be deemed to have been given when mailed except notices of changes of address, which shall be deemed to have been given when received.

Section 8.2 – Fiscal Year. The Executive Board shall establish the fiscal year of the Association.

Section 8.3 – Waiver. No restriction, condition, obligation, or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches that may occur.

Section 8.4 – Office. The principal office of the Association shall be on the Property or at such other place as the Executive Board may from time to time designate.

ARTICLE IX: Amendments to Bylaws

The Bylaws may be amended only pursuant to the provisions of Article XV of the Declaration.

Certified to be the Bylaws adopted by consent of the Directors of Alaska Sailing Club Condominiums Owners Association, Inc., dated _____, 2011.

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