CHAPTER 1
DEFINITIONS
1.05 The following words, when used in these Bylaws shall have the following meanings:
1.10 “Association” shall mean and refer to the Shadowood Greenways Association, a non-profit corporation organized and existing under the laws of Oregon.
1.15 “Association of Members” means all the owners and other persons entitled to vote acting as a group in accordance with the Declaration and Bylaws.
1.20 “Building” means a multiple unit building or a single unit building, or any combination thereof, comprising a part of the property.
1.25 “Common Expenses” means the expenses of administration, maintenance, repair or replacement of the private commons, expenses agreed upon as common by the owners and expenses declared common by these Bylaws of this Association and the Declaration.
1.30 “Declaration” means the master deed previously filed in Yamhill county plus amendments and supplements thereto.
1.35 “Lot” means a part of the property, including a building of one or more rooms intended for any type of independent use, and with a direct exit to a public street or highway or to a common area or areas leading to a public street or highway.
1.40 “Majority of Members” means those persons or entities holding fifty-one percent (51%) of the votes in accordance with the percentages and voting rights assigned in the Declaration.
1.45 “Manager” means the manager or Board of Directors or other person or persons in charge of the administration of, or managing the Association and the properties.
1.50 “Member” means the person or entity having a voting right in the Association pursuant to the Declaration and the Articles of Incorporation and these Bylaws.
1.55 “Owner” shall mean the record owner, or contract purchaser, whether one or more persons or entities, of a fee simple title to any lot, plot or living unit situated upon the properties, but notwithstanding any applicable theory of the mortgage, shall not mean or refer to the mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure.
1.60 “Private Commons” means parks, commons, streets, footways, buildings, structures, personal properties, and any and all other properties maintained by the Association for the common benefit and enjoyment of all the members of the Association.
1.65 “Properties” or “Property” means the land, whether leasehold or in fee simple, all buildings, improvements and structures thereon, and all easements, rights and appurtenances belonging thereto, which are under these Bylaws, the Declaration and Articles of the Association, plus additions thereto.
1.70 Proxy means authorizing the Secretary to carry out the stated wishes of the voter. Proxy, as used in these bylaws, does NOT mean giving ones vote to another to use as that person wishes.
CHAPTER 2
MEMBERSHIP
2.05 The method of selection of members and rights of members are set forth in the Declaration, the Articles of Incorporation and these Bylaws.
2.10 The rights of membership are subject to the payment of annual and special assessments levied by the Association, the obligation of assessments is imposed against each owner of, and becomes a lien upon, the property against which such assessments are made as provided in the Declaration to which the properties are subject and recorded and the Articles of Incorporation.
2.15 The membership rights of any person whose interest in the properties are subject to assessment under the Declaration, Articles of Incorporation and these Bylaws, whether or not the individual is personally obligated to pay such assessments, may be suspended by action of the directors during the period when such assessments remain unpaid. But upon payment of such assessments, the person’s rights and privileges shall be automatically restored.
CHAPTER 3
PROPERTY RIGHTS AND RIGHTS OF ENJOYMENT OF COMMON PROPERTY
3.05 Each member and guest shall be entitled to the use and enjoyment of the private commons and facilities provided by the Declaration and the Articles of Incorporation and these Bylaws.
3.10 Any member may delegate their rights of enjoyment in the private commons to the members of their family who reside upon the property or to any tenants who reside thereon under a leasehold interest. Such member shall notify the Secretary in writing of the name of any such person, and the relationship of the member to such person. The rights and privileges of such person are subject to suspension to the same extent as those of a member.
CHAPTER 4
BOARD OF DIRECTORS
4.05 The affairs of the Association shall be governed by a Board of Directors composed of between five (5) and nine (9) persons, from among the members, provided that owners of the same property may not serve as directors simultaneously.
4.10 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. Specifically, and by way of example and not by way of limitation, the directors shall be responsible for the care, upkeep and surveillance of the properties and the private commons; the maintenance and the repair of all private roads in the development; the collection of semi-annual and special assessments from the owners in accordance with these bylaws; the designation and dismissal of personnel necessary for the maintenance and operation of the properties, the private commons, and this Association; to call special meetings of the members as set forth in these bylaws; to adopt and publish rules and regulations governing the use of the private commons and the personal conduct of the members and their guests; to cause to be kept, complete records of all its acts and corporate affairs and present a statement thereof to the members at the annual meeting of the members or at any special meeting at which such statement is requested in writing by five percent (5%) of the voting membership as provided by these Bylaws.
4.15 The Board of Directors may employ a management agent who shall be an officer or assistant officer of the Association at a compensation to be established by the Board and to perform such duties and services as the Board shall authorize, including, but not limited to, the carrying out of the duties set forth in Section 4.10 of this chapter.
4.20 The first meeting of the newly elected Board of Directors shall be held within ten (10) days of election at such 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 legally to constitute such meeting, providing a majority of the whole Board shall be present.
4.25 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. Notice of regular meetings of the Board of Directors shall be given by the Secretary on three (3) days notice to each director, personally or by mail, telephone or email, which notice shall state the time and place of the meeting.
4.30 Special 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 email, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President in like manner and on like notice on the written request of any one (1) director.
4.35 Before or at any meeting of the Board of Directors, any director may, in writing, or orally, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at a 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.
4.40 The Board of Directors shall require that all officers and employees of the Association handling or responsible for, Association funds shall furnish adequate fidelity bonds, the premiums on such bonds to be paid by the Association.
CHAPTER 5
NOMINATION, ELECTION AND TERM OF OFFICE OF DIRECTORS
5.05 Nominations for elections to the Board of Directors shall be made by a Nominating Committee constituted as set forth in these Bylaws.
5.10 A Nominating Committee shall meet at least fifteen (15) days prior to the annual meeting and shall make as many nominations for election to the Board of Directors as it shall, in its discretion, determine, but not less than the number of vacancies that are to be filled.
5.15 At the annual meeting or at a special meeting called for elections, the Nominating Committee shall present its nominations to the membership, and the president shall thereupon invite additional nominations from the floor. No nominee may be nominated by the committee from the floor without the express oral consent of the nominee having been obtained prior to the nominee’s nomination. After the nominations are closed, the president shall call for the election of the directors orally unless three (3) persons demand the election be in writing, in which event, the president shall immediately direct the secretary to prepare written ballots and the election shall proceed on written ballot. The announcement of the winners shall be made at the meeting or as soon thereafter, in the event of a written ballot, as may be conveniently made in writing by the members. The president may designate an Election Committee to count the ballots from among the members.
5.20 At any regular or special meeting of the members duly called, any one or more of the directors may be removed with, or without, cause by a two-thirds (2/3) vote of the members present, and a successor may then and there be elected to fill out 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.
5.25 Vacancies in 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 a vote of the majority of the remaining directors, and each person so elected shall be a director until a successor is elected at the next annual meeting of the Association or special meeting called for that purpose.
5.30 Members of the Board of Directors shall be chosen for a term of three (3) years as provided in these Bylaws.
CHAPTER 6
OFFICERS
6.05 The principal officers of the Association shall be a Chairman, hereinafter called President, a Vice-President, a Secretary and a Treasurer, all of whom will be elected by and from the Board of Directors. The directors may appoint an assistant Treasurer or Assistant Secretary and such other officers as in their judgment may be necessary, which said officers or assistant officers need not be members of the Association.
6.10 The officers of the Association shall be elected annually by the Board of Directors, at the organization meeting of each new Board, and shall hold office at the pleasure of the Board.
6.15 Upon the affirmative vote of a majority of the members of the Board of Directors, an officer may be removed either with or without cause and a successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board called for such purpose.
6.20 The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Association and of the Board of Directors. The President shall have all of the general powers and duties which are usually vested in the office of President of an association, including, but not limited to, the power to appoint committees from the owners from time to time as determined appropriate to assist in the conduct of the affairs of the Association.
6.25 The Vice-President shall take the place of the President and perform the duties of the office whenever the President shall be absent or unable to act, and have such other and further duties as the President shall determine. If neither the President nor the Vice-President is able to act, the Board of Directors shall appoint some other member of the Board to do so on a temporary basis.
6.30 Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association The Secretary shall carry out other and further duties and oversee the responsibilities of assistant secretaries under and pursuant to the direction and control of the Board of Directors.
6.40 The Treasurer shall have charge of the books and records, and papers of the Board of Directors and of the Association and shall have responsibility of the Association’s funds and securities and be responsible for keeping full and accurate accounts of all receipts and disbursements and books belonging to the Association. The Treasurer shall carry out other and further duties and oversee the responsibilities of assistant treasurers under and pursuant to the direction and control of the Board of Directors. The Treasurer may be compensated in such manner and in such amount as the Board of Directors shall deem appropriate.
6.45 Officers and directors other than the Treasurer shall serve without compensation unless the owners, by a two-thirds (2/3) vote, shall approve of compensation for such officers or directors. Directors may receive reimbursement for all expenses incurred on behalf of the Association.
CHAPTER 7
MEETINGS OF MEMBERS
7.05 Meetings of the Association will be held at the Principal office of the Association or at such other suitable place convenient to the owners as may be designated by the Board of Directors.
7.10 The annual meetings of the Association will be held on the third Monday in January of each year if the same is not a holiday, and if it is a holiday, on the next succeeding business day. At such meetings, there shall be elected by the members a Board of Directors in accordance with these Bylaws, and the members may transact such other business of the Association as may properly come before them.
7.15 The President may call a special meeting of the members at any time and shall do so upon request of two (2) Directors or upon a petition signed by ten percent (10%)of the members and having been duly presented to the Secretary. The notice of a 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.
7.20 It shall be the duty of the Secretary to mail a notice of each annual meeting, stating the purpose thereof, including a statement of extraordinary business to be considered, as well as the time and place where it is to be held, to each member, at least five (5) but not more than ten (10) days prior to such meeting. The mailing of a notice in the manner provided in this section shall be considered the service of notice.
7.25 The presence in person or by proxy of fifty-one percent (51%) of those eligible to vote in accordance with the percentages are assigned in the Declaration shall constitute a quorum.
7.30 Votes may be cast in person or by proxy. Proxies must be filed with the Secretary in writing before the appointed time of each meeting.
7.35 If any meeting of members cannot be organized because a quorum has not been attained, the members who are present, either in person or by proxy, may adjourn the meeting to a time not less than forty-eight hours from the time the original meeting was called.
7.40 Except where there is something in the Articles, Declaration, or in these Bylaws to the contrary, the order of business and the method of proceeding with business shall be as set forth in the latest published edition of Roberts Rules of Orders.
CHAPTER 8
COMMITTEES
8.05 The standing committees of the Association shall consist of a Nominating Committee, a Maintenance Committee, an Architectural Control Committee, an Audit Committee, and such other standing committees as the Board of Directors shall determine. The duties of each committee shall be set forth by the Board of Directors and their membership shall be made up in such manner as may be determined, from time to time, by the Board of Directors.
8.10 In addition to the standing committees, the Association may have other temporary or special committees carrying out such duties and responsibilities as the Board of Directors may, from time to time, determine.
CHAPTER 9
OBLIGATIONS OF THE ASSOCIATION
9.05 Private Roads: The Association shall be responsible for the maintenance, upkeep and repair of all private roads within the development. This shall be done in accordance with applicable city standards as set by the City of McMinnville.
9.10 Sewer Lines: The Association shall be responsible for the maintenance and repair of all sewer lines within the development which are 8 inches or less in diameter. This shall be done in accordance with applicable city standards as set by the City of McMinnville.
CHAPTER 10
OBLIGATIONS OF OWNERS
10.05 Assessments: All owners are obligated to pay assessments imposed by the Association to meet all Association common expenses, which shall include a liability insurance policy and a property and extended coverage insurance policy. Such assessments shall include payments to a general operating reserve and reserve fund for upkeep of private roads, common area bridges and maintenance of the lights, tennis courts, swing set, sprinklers and sewer lines; as well as maintenance and upkeep of any association property common areas.
10.10 Annual and Special assessments not paid within 12-months of the due date shall be subject to interest at the rate of 1% per month on the unpaid balance until such time as the owner has returned to current status. In addition, the Board of Directors may (by unanimous approval) remove an owner from the voting roles until payments are current.
10.15 Each owner must perform promptly all maintenance and repair work on their own lot and building which, if omitted, would affect the properties belonging to other owners, being expressly responsible for damages and liabilities that failure to do so may engender. An owner shall reimburse the Association for any expenditure incurred by it in repairing or replacing any part of the private commons damaged through the fault or negligence by an owner.
10.20 An owner shall not place or cause to be placed in the private commons any objects which could or do block normal transit through such private commons. An owner shall take no action which would unreasonably interfere with the use of the private commons by the owners.
10.25 Failure by the owner to pay any assessment by the Association shall be a default by the owner and subject the owner and the unit to the obligations of these Bylaws and the Declaration. Any default by the owner in any such manner shall be deemed to be a default by the owner of any mortgage to which the owner is a party or to which the property is subject.
CHAPTER 11
AMENDMENTS
11.05 These Bylaws may be amended by the Association at a duly constituted meeting called for such purpose, but no amendment shall be effective unless approved by at least two-thirds (2/3) of the voting members present at the meeting or having voted by proxy and until such amendment has been certified by the President and Secretary of the Association.
CHAPTER 12
ADMINISTRATIVE RULES AND REGULATIONS
12.05 The Board of Directors may promulgate additional administrative rules and regulations governing the details of the operation and use of the private commons as 2/3 of the Directors determine necessary. Such rules and regulations shall be furnished to all members and shall be subject to change without notice.
CHAPTER 13
FINANCIAL ADMINISTRATION OF THE ASSOCIATION
13.05 In addition to a managing agent, the Board of Directors may employ for the Association such other and different persons necessary, useful or desirable for the maintenance, upkeep and repair of the common elements, or other Association purposes, as the Board of Directors shall determine.
13.10 The managing agent shall have the authority to disburse funds only up to, but not in excess of, an amount to be determined by the Board of Directors. For any expenditure of funds over and above the said sum, the check or draft therefore shall contain the approval of and the signature of, one of the three officers of the corporation in addition to that of the managing agent. The Association shall maintain such adequate books and records of account as good general business practices requires and for the purposes hereof, may acquire the services of a professional accountant, public accountant, or certified public accountant.
13.15 The fiscal year of the Association shall be a calendar year or such other year as the Board of Directors shall determine.
CHAPTER 14
INSURANCE
14.05 All buildings and improvements upon the land and all personal property included in the private commons shall be insured in an amount equal to the maximum insurable replacement value, excluding foundation and excavation costs, as determined annually by the Board of Directors of the Association. Such coverage shall afford protection against:
(a) Loss or damage by fire and other hazards covered by a standard extended coverage endorsement, and
(b) Such other risks as from time to time shall be customarily covered with respect to buildings similar in construction, location and use as the buildings on the land, including but not limited to vandalism and malicious mischief.
(c) Public liability in such amounts and with such coverage as shall be required by the Board of Directors of the Association, including but not limited to hired automobile and non-owner automobile coverage, and with cross liability endorsement to cover liabilities of the owners as a group to an owner.
14.10 Workman’s Compensation policy to meet the requirements of law.
14.15 Such other insurance as the Board of Directors of the Association shall determine from time to time to be desirable.
14.20 Premiums upon insurance policies purchased by the Association shall be paid by the Association as a common expense.
14.25 All insurance policies purchased by the Association shall be for the benefit of the Association and the owners, and shall provide that all proceeds covering property losses shall be paid to the Association. The duty of the Association shall be to receive such proceeds as are paid and hold the same for the purposes elsewhere stated herein and the benefit of the owners.
14.30 Proceeds of insurance policies received by the Association shall be distributed for the benefit of the owners in the following manner:
(a) Reconstruction or repair. If the damage for which the proceeds are paid is to be repaired or reconstructed, the proceeds shall be paid to defray the cost thereof. Any proceeds remaining after defraying such costs shall be held by the Association and distributed for the benefit of the owners as the Association may direct.
(b) Failure to reconstruct or repair. If it is determined that the damage for which the proceeds are paid shall not be reconstructed or repaired, the proceeds shall be held by the Association and distributed for the benefit of the owners as the Association may direct.
14.35 The Association is hereby irrevocably appointed agent for each owner and for each owner of a mortgage or other lien or any other interest in the private commons to adjust all claims arising under insurance policies purchased by the Association and to execute and deliver releases upon the payment of claims.
‘Initial Bylaws’ Recorded March 1, 1976
Amended & Recorded November 6, 2009
Restatement of Chapter 6 Recorded April 3, 2024