I, PETE T. CANARRUSA, Secretary of State of the State of Idaho, and legal custodian of the corporation records of the State of Idaho, do hereby certify that the original of the articles of incorporation of BLACK LAKE SHORES ASSOCIATION, INC. was filed in the office of the Secretary of State on the eighteenth day of November A. D. One Thousand Nine Hundred sixty-nine and is to be fully recorded on microfilm of Record of Domestic Corporations, of the State of Idaho, and that the said articles contain the statement of facts required by Section 30-103 and Sections 30-1001 to 30-1005, inclusive, Idaho Code.
I FURTHER CERTIFY, That the persons executing the articles and their associates and successors are hereby constituted a corporation, by the name hereinbefore stated, for perpetual from the date hereof, with its registered office in this State located at Kellogg in the County of Shoshone and as such are subject to the rights, privileges and limitations granted to Non-Profit Cooperative Associations as provided in Chapter 10, Title 30, Idaho Code.
IN TESTIMONY WHEREOF, 1 have hereunto set my hand and affixed the Great Seal of the State. Done at Boise City, the Capital of Idaho, this 18th day of November A.D., 1969.
Secretary of State
ARTICLES OF INCORPORATION
BLACK LAKE SHORES ASSOCIATION, INC
KNOW ALL MEN BY THESE PRESENTS:
That we whose names are hereby affixed, all of whom are bona fide residents and full-age citizens of the United States of America, do under and in persuance of I. C. 30-1001 et seq. of the Idaho Code as amended and general corporation laws of the said State hereby organize, constitute and associate ourselves and such other persons as may hereafter become associated with us, in accordance with these Articles, into a body politic, and corporate for the purposes hereinafter set forth, and to that end we execute these Articles of Incorporation, and hereby certify, set forth and declare as follows:
I.
NAME.
That the name of the proposed corporation is BLACK LAKE SHORES ASSOCIATION, INC.
II.
PURPOSES.
The purposes of the corporation are as follows:
l. To generally engage in, do and perform, any enterprise, act, or vocation that a natural person might or could do or perform; so long as in conformance with the other purposes herein enumerated.
2. To engage in the business of buying, acquiring, giving, owning, leasing, transferring, encumbering and generally dealing in real and personal property so long as in conformance with the other purposes herein enumerated.
3. To acquire, construct, maintain and operate recreation and dock facilities, club houses, parking area and roads on the community property.
4. To acquire by appropriation or otherwise and to lease, sell or dispose of water and water rights for domestic purposes.
5. To borrow money for the use of said corporation and to issue securities therefor and to pledge, mortgage, hypothecate and otherwise dispose of the real, personal and intangible property of the corporation as security therefor.
6. To have power to establish fees and to levy assessments upon its members, and to collect said assessments from its members. In the event of delinquency in the payment of such assessments, the corporation shall have the power to enforce the collection thereof by either or by any combination of the following remedies, by statute, or in the absence of applicable statutes, in the manner provided in the By-Laws:
(a) By personal action of debt brought against the delinquent member in a court of competent jurisdiction.
(b) By foreclosure and sale of the delinquent membership.
(c) By withholding the use of the facilities of the delinquent member.
7. To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid objects or purposes or any part or parts thereof, provided the same be not inconsistent with the laws under which this corporation is organized; and also so long as in conformance with the other purposes herein enumerated.
8. The purposes herein enumerated shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers corporation, nor shall the expression of one thing be deemed to exclude another, although it be of like nature unexpressed.
III.
DURATION
The duration of the corporation is perpetual.
IV.
LOCATION
The location is in Kootenai County, Idaho, and the Post Office address of the registered office of the corporation in the State of Idaho is P. O. Box 297, Kellogg, Idaho.
BY-LAW ARTICLE I: PRINCIPLE OFFICE
The principle offices of the corporation in the State of Idaho shall be located at Black Lake, Kootenai County. The corporation may have such other offices, either within or without that State of Idaho, as the board of directors may determine or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the State of Idaho a registered office and a registered agent whose office is identical with the principal office in the State of Idaho, and the address of the registered office may be changed from time to time by the board of directors.
BY-LAW ARTICLE II: SEAL
Section 1. The seal of the association shall have inscribed thereon the name of the association, the year of its organization and the words "Non-Stock Corporation, Idaho."
Section 2. The secretary of the association shall have custody of the seal.
BY-LAW ARTICLE III: FISCAL YEAR
The fiscal year shall be from June 1 to May 31.
V.
MEMBERSHIP
Membership in this corporation shall be evidenced by a membership certificate; and the cost thereof shall be as provided by the By-Laws. Any person can purchase more than one such certificate, but no person shall be entitled to more than one vote regardless of the number of membership certificates he has. The rights shall be equal, and no may have or acquire a greater and interest therein than any other member.
BY-LAWS ARTICLE IV: MEMBERSHIP
Section 1. Membership in this association shall be limited to those who own property in the Black Lake Shores Association, Inc. development, and spouses. Any person, group of persons, organization or corporation owning property and being approved by the board of directors, may be admitted to membership upon the payment of a membership fee of eight dollars ($8.00) plus annual assessments.
Yearly dues of $8.00 are due and payable June 1st of each year and past due October 1st.
Section 2. In case of the death of a member, or if a member ceases to be eligible to hold membership as provided in Section 1, or willfully fails to comply with these By-Laws and other requirements or willfully obstructs the purposes and proper activities of the association, the association through the board of directors, may elect to terminate his/her membership. Any member whose membership is so terminated for cause other than that of ceasing to be eligible, may appeal from the action of the board of directors to a vote of the members at the next regular meeting of the members called for such purpose.
Section 3. Each member shall be entitled to one vote on each matter submitted to a vote of the members, however, property owners and spouses recognized as members through their union shall be limited to one shared vote. Each individual is considered a member and is eligible to represent the association as a member of the Board of Directors.
Entities holding property within the association may apply for membership and be granted membership in the association, however, only to a single managing member and upon payment of the membership dues. The managing member of any entity is granted membership in the association with the acknowledgement and understanding that regardless of the number of entities controlled by the managing member, the managing member will be will not be entitled to more than one vote on each matter submitted to a vote of the members.
Membership in the association is granted to individuals, not entities.
Section 4. Membership in this corporation is transferable and assignable upon the transfer of title to the property. Any member who purchases a lot or lots of another member must maintain the obligations of the membership.
VI.
DIRECTORS
The corporate powers of this corporation shall be vested in a Board of seven (7) Directors, to be elected as provided in the By-Laws of this corporation. To be a director, a person must be a certificate holder. The powers and duties of the officers of this corporation shall be as prescribed in the By-Laws.
BY-LAWS ARTICLE V: DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors. Directors must be members of the corporation.
Section 2. Number, tenure and qualification. The board of directors of this association shall consist of seven (7) members, and a non-voting member, the junior past-president of the association, all of whom shall be members of the association. At each annual meeting the members shall elect for a term of two years the number of directors whose terms of office have expired.
Section 3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than by this by-law, prior to the annual meeting, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time for holding of additional regular meetings of the board without any other notice than such resolution; and the place shall always be the corporation office in Idaho, or at the residence of any of the members of the board of directors.
Board of Directors shall annually appoint the positions of President and Vice President, from amongst themselves. The positions of Secretary and Treasurer may be held by a board member, or by an individual appointed by the board. However, only elected board members are authorized to vote on items presented to the board. The elected officers together with the board members shall comprise the Association's governing board for Black Lake Association, Inc.
Section 4. Board meetings will be held the first meeting of each first meeting of each fiscal year and when necessary thereafter.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors.
Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least seven (7) days previous thereto by electronic or written notice delivered personally or to each director at his/her electronic address or physical address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in the sealed envelope so addressed with postage thereon prepaid. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of business to be transacted at the meeting, unless specifically required by law or by these by-laws, need not be specified in the notice or waiver or notice of such meeting.
Section 7. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number of required by law or by these by-laws.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 10. Compensation. Compensation of officers and directors may be fixed at any regular or special meeting of the members of the association.
Section 11. Removal from Office. Any director of the association may be removed from office for cause, by vote of not less than two-thirds of the members of the association present at the annual meeting or at any special meeting called for the purpose at which a majority of the members shall be present. The director shall be informed in writing of the charges proffered against him at least ten (10) days before such meeting, and at the meeting shall have an opportunity to present witnesses and be heard in person in answer thereto. Officers may be removed for cause by vote of two-thirds of the members of the board. Employees or agents may be discharged or removed from office or employment at any time by action of the board directors.
VII.
POWER OF DIRECTORS
The Board of Directors shall have the general power to act for and on behalf of the corporation in any manner not prohibited by statute or by these Articles of Incorporation. Said Board shall, specifically, and not by way of limitation, have the power to sell, lease, exchange, mortgage, pledge or make other disposition of the business, property, assets or franchises of the corporation upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real, personal or mixed, as shall be authorized by the Board; provided that whenever the directors desire to sell, exchange or lease the principal part of all business, they may do so only upon a vote of two thirds in attendance of the entire membership of the corporation at a meeting duly called for such purpose. The terms "sell, exchange or lease" as herein used shall not include mortgage or pledge. Instruments of conveyance or encumbrances as herein authorized shall be executed by the President or Vice-President of the corporation and be attested by the Secretary thereof.
The Board of Directors shall likewise be empowered (and this power is conferred by these Articles of Incorporation not by way of limitation but by way of particular inclusion only) to establish minimum assessment charge, to review and revise established assessment in the furtherance of the business of the corporation at any time during the corporation's fiscal year and to make and levy such assessments upon the members as it may deem necessary, advisable and in the interests of the corporation.
BY-LAWS ARTICLE VI: DUTIES OF DIRECTORS
Section 1. The board of directors, subject to restrictions of law, the articles of incorporation, of these by-laws, shall exercise all of the powers of the association, and without prejudice to or limitation upon their general powers, it is hereby expressly provided that the board or directors shall have, and are hereby given, full power and authority (to be exercised by resolution adopted by a majority of all the members) in respect to the matters and as hereinafter set forth:
A. To select and appoint all officers, agents or employees of the association for just cause, prescribe such duties and designate such powers as may not be inconsistent with these by-laws, fix their compensation and pay for faithful services.
B, To borrow from any source, money, goods, and/or services, and to make and issue notes, and other negotiable and transferable instruments, mortgages, deeds of trust and trust agreement, and to do every act and thing necessary to effectuate the same.
C. To prescribe, adopt and amend, from time to time, such equitable uniform rules and regulations, as in their discretion may deem essential or convenient for the conduct of the business and affairs of the association and the guidance and control of its officers and employees, and to prescribe adequate penalties for the breach thereof.
D. To order, at least once each year, an audit of the books and accounts of the association by a competent committee of members. The report prepared by such committee shall be submitted to the members of the association at their annual meeting.
E. To fix the charges to be paid by each member (Association Fees) for services rendered by the association to him/her or the association in common, the time of payment and the manner of collection.
F. To require all officers, agents and employees charged with responsibility for the custody of any of the funds of the association to give adequate bonds, the cost thereof to be paid by the association, and it shall be mandatory upon the directors to so require.
G. To select one or more banks to act as depositories of the funds of the association and to determine the manner of receiving, depositing and disbursing the funds of the association and the form of checks and the person or persons by whom the same shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.
H. Officers with the power to disburse funds of the Association may not be family members, related by marriage, or any blood relative of any kind.
I. To levy assessments against the membership and to enforce the collection of such assessments that have been approved by majority vote of the members present at the annual meeting, through due process of law.
J. Assessments levied against the membership will run for a period of time not to exceed two calendar years.
BY-lAWS ARTICLE VII: COMMITTEES
Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors or any individual director, of any responsibility imposed upon it or him by law.
Section 2. Other Committees. Other committees not have and exercising the authority of the board of directors in the management of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall appoint the members thereof. Any number thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the board of directors.
VIII.
CAPITAL STOCK AND MEMBERSHIP
There shall be no capital stock issued by the corporation, and membership in the corporation shall be limited to persons, corporations or bodies politic owning, controlling or occupying land situated within the area of Black Lakes area property group. Applicants for membership approved by the Board of Directors thereupon and upon payment of the membership fee as fixed herein shall be admitted to membership.
IX.
WATER-DOCK FACILITIES
Each membership will entitle the member to use water-dock facilities of the Corporation, as outlined in the By-Laws.
BY-LAWS ARTICLE VIII : WATER-DOCK FACILITIES AND ASSOCIATION LAND
1. These rules and regulations apply to and are for the benefit of non-riparian members.
2. Annually, the Coeur d' Alene Tribe issues encroachment permits for access to docks from association community land. The CDA Tribe retains sovereign ownership or these encroachment permits and allocates them to the association for an annual fee.
3. To secure the benefits of individual non-riparian owners of dock permits and licenses, the association annually allocates some of these encroachments to individual members while holding others for use by the general membership. The association retains the right to discontinue the allocation of individual docks to association members at any time due to the need of additional common use dock facilities by the general membership or as necessitated by other factors unknown at the time of the writing of these rules.
4. Dock encroachments, common and individual, the launching ramp, and association owned property are reserved for the use by members and their guests. Encroachments and association property may not be rented, leased, or provided for use by tenants of non-riparian lot owners other than the roads necessary to access the property in question.
5. Guests of members must be accompanied by the member when utilizing association property and encroachments.
6. Utilization of member boat docking facilities is reserved for members and guests. Should a shortage of available dock space occur, members utilization of docks supercedes guests.
7. Members may utilize any of the association boat docks and may leave their boats moored to the docks while staying at the lake. Should a member plan on leaving the lake for more than 48 hours, they should remove their boat from the association boat dock.
8. The launch dock is reserved for the launching and retrieving of boats. No fishing, swimming, sunbathing... are allowed on/from the dock or in the general vicinity of the launch ramp. Additionally, boat mooring to the launch dock is only allowed for the parking and retrieval of tow vehicles and trailers. In no instance shall a boat be moored to the launch dock for any reason other than as provided above.
9.The association provides a dock reserved for swimming. At no time shall a boat be moored to the swim dock.
Individual Docks
1. Members currently allocated encroachment permits shall be reissued annually as long as they remain current on all financial responsibilities to the association. Additionally, members issued encroachments are required to supply their own dock that meets and is maintained to the standards required by the CDA Tribe.
2. Per the CDA Tribe, encroachments are the sovereign property of the Tribe, and may not be conveyed to others via sale, rental, or represented as having any financial value to anyone other than the tribe.
3. Annual allocation of encroachments to current holders will continue as long as the current holder or their heir holds property in the association entitling them to a membership. Encroachment permits are issued to members, and shall not be associated with any real property or promised to be conveyed with the sale of real property.
4. Per the CDA Tribe, any individual attempting to gain financial benefit by the sale, rental, or association of the encroachment permit with private property, could result in the denial of the tribe to reissue the encroachment permits to the association. Therefore, should any member be found to have or be violating this agreement, the allocation encroachment permit will be withdrawn and the member will have 30 days to remove their dock.
5. No Association issued non-riparian encroachment permit will be issued or held by a Black Lake Shores Association member who already has a dock on Black Lake.
6. Members allocated annual encroachment permits shall be responsible for all improvements, repairs, upkeep and maintenance of their respective docks and shall indemnify and hold the Association harmless from all injuries and accidents that are the result of the owner's maintenance and use of said dock.
7. Permit fees shall be paid annually in an amount commensurate as that charged by the CDA Tribe or its successors in interest, to the Association, plus a Ten Dollar ($10.00) billing charge payable to the Association.
8. Fees associated with annual encroachment permit allocation will be included in the annual billing of association dues and assessments in March. Payments are due in full by June 1st of each year. Members who are delinquent will be mailed a second notice following June 1st. Should the member issued the encroachment permit fail to be current with all financial obligations to the association by October 1st, the association will pay the fees required by the CDA Tribe due in October of each year and determine the right to the encroachment surrendered. Said members' interest shall be terminated and the owner of such dock shall remove any un-permitted dock from the waters adjacent to the Association's property within thirty days (30) thereafter. In the event the dock owner does not so remove its dock the dock owner's interest in the dock shall be deemed abandoned and become the property of the Association, at the Associations sole discretion.
9. These rules and regulations apply only to property and property owners situated in the boundary of the Black Lake Shores Association, and all docks must be in compliance with all regulations as promulgated by the Coeur d'Alene Indian Tribe or its successor. In the event the Association and/or the Tribe determines the dock to be out of compliance and modifications are not made by the owner to bring the same into compliance, the same shall be just cause for termination of the owner's interest in said permit and said dock.
10. All docks must meet current encroachment standards and any other such standards as may be promulgated or modified and made applicable as a result of determinations by the Coeur d'Alene Indian Tribe or its successors.
11. In the event an encroachment permit held by an individual member is returned or revoked, the encroachment in question will be returned to the general association membership and future use will be determined by the board. Additionally, no future available encroachments will be allocated to individual members and will be retained by the association for use by the membership as a whole or utilized in the long term planning of the association needs and in line with the goals established by the CDA Tribe.
12. No dock may be moved from its current permitted location or repaired without approval by the Tribe and a resolution of the Board passed by a simple majority.
X.
QUORUM
Twenty property owners shall constitute a quorum at any regular or special meeting of the membership.
BY-LAWS ARTICLE IX: QUORUM
If a quorum is not present at the meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
XI.
MEETING OF MEMBERS
There shall be an annual meeting members of the corporation to be held at such time and place as provided in the By-Laws. Each member shall be entitled to one vote only.
BY-LAWS ARTICLE X: MEETING OF MEMBERS
Section 1. Annual Meetings. An annual meeting of the members shall be held at the corporate office on the second Saturday in the month of June in each year, beginning with the year 1969, at the hour of 11a.m. for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein, the board of directors shall cause the election to be held at a special meeting of the members as soon as thereafter as conveniently may be.
Section 2. Meeting times will be 9 a.m. for the board meeting and 11 a.m. for the regular meeting.
Section 3. Board Meetings will be held the first meeting of each fiscal year and when necessary thereafter.
Section 4. Special Meetings. Special meetings of the members may be called by the president, the board of directors, or not less than one-tenth of the members having voting rights. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice.
Section 5. Place of Meeting. The place of the meeting shall be at the corporate office, or at another place as designated by the presiding officer.
Section 6. Notice of Annual Meeting. Electronic, written or printed notice stating the place, day and hour of the annual meeting of members shall be delivered either to each member entitled to vote at such meeting not less than ten (10) nor more at the direction of the president or the secretary, or the officers or persons calling the meeting. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
Notice of meetings will be sent for the annual meeting only. This is the first meeting in June. Dates for subsequent meetings will be listed in the newsletter as mailed each year.
Section 7. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or his/her duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its ex*****on, unless otherwise provided in the proxy.
Section 8. Order of Business. The order of business at the regular meetings and so far as possible at all other meetings shall be:
1 . Calling to order and proof of quorum.
2. Proof of notice of meeting.
3. Reading and action on any unapproved minutes.
4. Reports of officers and committees.
5. Unfinished business.
6. New business.
7. Adjournment
Xll.
OFFICERS
The officers of this corporation shall be a President, a Vice-President, who shall be members of the Board of Directors, and a Secretary and a Treasurer to be qualified and elected in such manner and for such term as provided in the ByLaws.
BY-LAWS ARTICLE XI: OFFICERS
Section 1. The officers of the corporation shall be president, one vice-president, one secretary, one treasurer, and such other officers as may be elected or appointed in accordance with the provisions of this article.
Any two or more officers, authorized to sign checks, may not be related by marriage, family members, or blood relatives.
Section 2. The appointment of officers will be completed annually by the board of directors following the general meeting of members.
Section 3. Removal. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal will be without prejudice to the contract right; if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal disqualification or otherwise may be filled by the board of directors for the unexpired portion of the term.
Section 5. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/she shall preside at all meetings of the members and of the board of directors. He/she may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contract and other instruments which the board of directors has authorized to be executed, except in cases where the signing and ex*****on thereof shall be expressly delegated by the board or directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of the directors from time to time.
Section 6. Vice-President. In the absence of the president or in the event of his inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restriction upon the president. The vice-president shall perform such other duties as from time to time may be assigned to him/her by the president or by the board of directors.
Section 7. Secretary. The secretary shall keep a complete record of all meetings of the association and of the board of directors and shall have general charge and supervision of the books and records of the association. He/she shall sign with the president all papers pertaining to the association as he/she may be authorized or directed to do so by the board of directors. He/she shall serve all notices required by law and by these by-laws and shall make a full report of all matters and business pertaining to the office to the members at the annual meeting. He/she shall keep the corporation seal and affix said corporate seal to all papers requiring seal. The secretary shall make all reports required by law and shall perform such other duties as may be required of a secretary by the association or the board of directors. Upon the election of a successor, the secretary shall turn over all books and other property belonging to the association that may be in the secretary's possession.
Section 8. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation receive and give receipts upon request for monies due and payable to the corporation from any source whatsoever; and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws. Should the association enter into an agreement with a management company, the Treasure will provide direct oversight of the management company and its operations relative to the association and the By-Laws.
Xlll.
SALE, CONVEYANCE OR ENCUMBRANCES
Sale, conveyance or encumbrances of all or any part of the property of the company may be made by the Board of Directors, provided, however, that such sale, conveyance or encumbrance is authorized by a majority of a quorum of the members present at a regular membership meeting or a special membership meeting called for the purpose, and instruments of conveyance or encumbrance shall be executed on behalf of the company by the President and attested by the Secretary of the company.
BY-LAWS ARTICLE XII: CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors, such instruments shall be signed by the treasurer and countersigned by the president or acting president of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited in a timely manner to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
Section 4. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the generaL purposes and for any special purpose of the corporation.
Section 5. Distribution of Surplus Funds. It is not anticipated that there will be any net income. If there should be any, then at the end of the fiscal year, after paying the expense of the association or operation and otherwise and after setting aside reserves for depreciation on all buildings, equipment and office fixtures and such other reserves as the board of directors may deem proper and after providing for the purchase of proper supplies and equipment, the net earnings shall be accumulated in a surplus fund for the purpose of replacing, enlarging, extending and repairing the Recreation Area and property of the association and for such other purposes as the board of directors may determine to be for the best interests of the association.
BY-LAWS ARTICLE XIII: BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors, and shall keep at the registered of principle office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney, for any proper purpose at any reasonable time, at their own cost.
BY-LAWS ARTICLE XIV: WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the laws of Idaho or by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
XIV.
PECUNIARY PROFIT, DIVIDENDS, AND DISTRIBUTION OF FUNDS
1. No officer, Director or member shall at any time receive or become entitled to receive any pecuniary profit from the operation hereof either by dividend or other distribution or by payment of any salary, wage or reward of any kind in excess of reasonable compensation for services actually rendered by any officer, agent, Director or employee or member of the corporation.
2. No dividend or distribution of the funds or other property of the corporation shall be made until all debts are fully paid and then only upon its final dissolution, nor shall any distribution be made until all debts are fully paid and then only upon its final dissolution, nor shall any distribution be made except by a vote of a majority of the members of the corporation or a quorum thereof as provided in the ByLaws. In the event of dissolution, for the purpose of merger, the net funds of the corporation, if any, shall be transferred to any other or several non-profit organizations having one or more purposes in common with this corporation.
BY-LAWS ARTICLE XV: LIABILITY
Section 1. The president and treasurer shall not pay out the funds of the association for any extraordinary expense without the authority of the board of directors. No committee shall render the association liable to an amount exceeding that appropriated to it by the board of directors.
Section 2. Members shall not be liable for any debts or obligations of the corporation but they shall be subject to an assessment.
BY-LAWS ARTICLE XVI: MISCELLANEOUS
Section 1. Before a private road is attached to the main road, a 12" or larger culvert will be i[nstalled by the property owner to allow run-off through the drainage ditches.
Section 2. The Association pump on the recreation lot is to be used to furnish water for property held by and in the Association name and may be used by any member of their guest as they have need. Water from the well is not to be piped to any private lot or any individual residence.
Section 3. The Association will not be involved in supplying domestic water to lots, or in digging of wells for such or in the construction of a water system.
Section 4. The TEN DEED RULES are part of the by-laws. These are stated on the original warranty deeds and are recorded in the courthouse in Coeur d'Alene.
Section 5. Access to all Association roads and amenities may be denied to any member that is in arrears in their dues.
Section 6. A due date of June 1st will be placed on all assessments & dues going out in March each calendar year. A 2nd notice will be sent to those who didn't pay by June 1st of that year notifying them that if they do not pay in full by October 1st they will be charged an additional $40 late fee, a lien may be placed against their property, and their membership rights within the association are suspended. Members allocated an encroachment permit who fail to meet all financial obligations to the association by October 1st of each year, will have their allocated encroachment returned to the association. Additionally, any member or entity with outstanding obligations to the association will be responsible for any other fees incurred by BLSA to receive payment in full.
BY-LAWS ARTICLE XVII: AMENDMENTS
These by-laws may be repealed or amended by a vote of a majority of the members present at any regular meeting of the association, where there is a quorum present, or at any special meeting of the association called for the purpose, except that the members shall not have power to change the purpose of the association so as to decrease its rights and powers under the laws of the state, or to waive any requirement of bond or other provision for the safety and security of the property and funds of the association or its members, or to deprive any member of rights and privileges then existing. Notice of any amendment to be made at a regular or special meeting of the members must be given at least ten (10) days and not more than fifteen (15) days before such meeting and must act for the amendments to be considered.
BY-LAWS ARTICLE XVIII: DEED RULES
1. No building shall be erected on said premises any portion of which shall be within 10 feet of the front line of said premises or within 5 fit of sideline adjoining lot owner. (This is now a zoned county and the requirements are 25 feet from the front line and 10 feet from the sideline adjoining lot owner.)
2. No gunning on property.
3. No building shall be erected on said premises with floor space of less than 550 square feet. (The zoning requirements are 500 square feet.)
4. No building shall be erected on said premises except a one family dwelling house and private garage. Any garage erected on said premises must conform generally in appearance and material to any dwelling on said premises.
5. No outside toilet of privy shall be constructed on said premises. All sewer disposal systems private or community and all water systems are to be approved by the Kootenai County Board of Health.
6. No animals or poultry shall be kept or maintained on said premises except household pets.
7. Said premises shall not be used as any commercial or manufacturing purpose of any kind unless it is a business site.
8.Any building constructed of wood must be stained or painted with at least two coats of stain or paint. No corrugated steel house of any description is permitted.
9. The grantor reserves the right to install telephone and electric wires, gas and water mains, or to license or permit to same to be done in, upon, or over the said street or ways and to conduct telephone or electric wires over and said lots from any pole located upon any street or way shown on said plat or annex thereto.
10. The purchaser agrees to pay into an Association to be formed of property owners as Black Lake Shores the sum of $8.00 per year to be used for upkeep of boat ramps, grounds, etc. Each property owner will become a life member in the Association without any other charge than $8.00 per year to be paid into the Property Owners Association when formed.
BY-LAWS ARTICLE XIX: PREVIOUS VERSIONS OF BY-LAWS
This document replaces all previous versions of the Black Lake Shores, Association, By-Laws only. The Articles of Incorporation remain filed in their original version with the Secretary of State, State of Idaho, and are provided above with the By-Laws as reference only.
BY-LAWS ARTICLE XX: SEVERABILITY
If any provision of these By-Laws is declared void or unenforceable, such provision shall be deemed severed from these By-Laws, which shall remain in full force and effect.
