MOUNTAIN RIVER TRAILS CAMPING ASSOCIATION

BY - LAWS

  (Updated July, 2010)

BY‑LAWS AMENDMENTS AND ADDITIONS

Section 1:  Amendments and additions to these By‑Laws may be made at a Semi‑Annual, Annual, or special meeting called by the Board of Directors for such purpose. Notice must be given to the membership thirty (30) days prior to a meeting at which it is to be voted upon. Notice must be given in the agenda sent to the membership or in an agenda of a special meeting called by the Board of Directors for such purpose.

Section 2:  In any notice of change to a By‑Law, said By‑Law to be changed must be quoted verbatim and any revision or addition to said By‑Law must be stated.

Section 3:  Members who are not able to vote in person may request and receive an absentee ballot, with the By‑Law change being voted upon, quoted verbatim. Ballots must be returned one working day prior to the voting date.

Section 4:  Any By‑Law change being voted upon must be approved by two‑thirds (2/3) vote of the membership voting in person and absentee ballot.

Section 5:  Any proposed amendment or addition to these By Laws will be given to the By-Laws Committee for the purpose of proper wording, and upon passage by the membership, placement into the By - Laws.   Such proposed amendments or additions shall be submitted by February first and May first respectively, to assure consideration at the April Semi-Annual and July Annual meetings.  By - Laws Committee shall be appointed by the Board of Directors and shall have no less than four (4) members.  No officer or member of the Board of Directors shall be appointed to said By - Laws Committee.  By - Laws Committee shall select from its members, a Chairperson for the Committee.

MEMBERSHIP

Section 1:  The membership of Mountain River Trails Camping Association shall consist of those persons qualified and accepted as members of the Association.  Qualified members have annual dues, assessments, and fees paid.  Membership shall not be denied because of race, creed, color, or religion.

Section 2:  The Board of Directors of the Association shall hold two (2) meetings of the membership a year. A Semi‑Annual meeting shall be held on the fourth Saturday of April each year and an Annual meeting will be held on the fourth Saturday of July, in the same year. Special meetings of the membership may be called at the discretion of the Board of Directors.

Section 3:  The Board of Directors will furnish the membership with an agenda of the items of business to be presented, ten (10) days prior to the above stated meetings. Members wishing to present items of business may do so by submitting an item of business in writing, to the Board of Directors twenty (20) days prior to the meeting to which it is to be presented.

Section 4:  At any meeting of the membership of the Association, memberships represented in person and absentee ballot holding one‑tenth (1 /10) of the votes entitled to be cast shall constitute a quorum. (RCW 24.03.090)

Section 5:  Each qualified member in good standing, so represented in person or by absentee ballot, shall be entitled to vote.  Qualified members shall be entitled to cast one (1) vote per membership, but no more than one vote shall be cast per membership, regardless of the number of owners thereof.  (RCW 24.03.085 and Articles of Inc.)

Section 6:  The votes entitled to be cast by the membership so represented at any meeting of which a quorum is present, shall be necessary for the adoption of any matter voted upon by the membership, unless a greater portion is required by law or by these By‑Laws.

Section 7:  Members voting in person at any meeting, of which any matter is being voted upon, shall vote by   written ballot or placard. Voice voting will not be allowed

Section 8:  Any qualified member in good standing of the Association shall not be denied their right to use their campsite.  Members in default with this Association for any reason cannot register as a guest of a member nor have use of the campgrounds.  

Section 9:  At the time of dissolution of this Association, only qualified members will be entitled to any type of established compensation at the time of said dissolution.

REGULAR MEMBERSHIP REVOCATION OR REMOVAL OF DIRECTORS

Section 1:  Any member of the Association may have their membership revoked for violation of these By‑Laws or state laws. Notice of such action, and a reason, must be given to the member ten (10) days prior to any meeting in which action is to be taken, The member has the right of appeal, at any meeting in which said action is brought. A majority vote of the membership present, with a quorum at said meeting, is required to revoke a membership, after the appeal is considered.  The appeal is subject to mandatory arbitration, if a request is made within ten (10) days of the receipt of the Board of Directors’ action through certified mail, return receipt requested, before the Judicial Dispute Resolution, LLC, the prevailing party being entitled to attorney fees and costs.  Such arbitration shall be final, not subject to review.

MANAGEMENT

Section 1: The business and property of Mountain River Trails Camping Association shall be managed by a Board of Directors. Said Board shall have no less than five (5) or more than seven (7) directors. The Board of Directors shall be members of the Association who are qualified and in good standing. (RCW 24.03.100)

Section 2: The Directors of the Association shall be elected by a vote of the membership, in person and requested absentee ballot, at the Annual meeting of the Association.

Section 3:  Within a reasonable time after an election of members to the Board, the Board of Directors shall elect the following officers: President, Vice‑President, Secretary, and Treasurer. (RCW 24.03.125)

Section 4:  The term of office of the Directors of the Association shall be for two (2) years. Three (3) members of the Board of Directors shall be elected in even years, and the other four (4) members of the Board shall be elected in odd years. Only one person from a family (including but not limited to spouse, son, daughter, sibling, and/or in‑law), a membership, or joint membership may serve on the Board of Directors simultaneously.

Section 5: The Board of Directors of the Association will hold a board meeting on the third Saturday of each month, from March through October, except during April and July when the meeting will be the fourth Saturday. Special meetings may be called by the Board when deemed necessary for the competent management of the business and property of the Association.

Section 6:  Any officer of the Board of Directors who is replaced, is asked to attend two (2) meetings of the Board of Directors following the meeting at which they are replaced for a smooth transition of business to the newly elected members of the Board.

Section 7:  Each member of the Board of Directors shall possess one (1) vote in matters coming before the Board. All voting at meetings of the Board of Directors shall be by each member in person, and voting by proxy or absentee ballot shall not be allowed. Four (4) members of the Board shall constitute a quorum, except if there are five (5) Directors, and then three (3) members shall constitute a quorum. A quorum must be present to conduct the business of the Association.

Section 8:  Officers or Directors may be removed from office according to RCW 24.03.103 paragraph 1.

Section 9:  Unexcused absence from two (2) consecutive meetings of the Board of Directors shall be due cause for removal of a Director, by the Board of Directors.

Section 10:  Any vacancy occurring on the Board of Directors by reason of death, resignation, or removal shall be filled by an appointee from the membership, by the Board of Directors. An appointee can only be seated if he or she receives a majority vote of the remaining members of the Board of Directors. The appointee will only serve the unexpired term of the Board member he or she is appointed to fill. (RCW 24.03.105)

Section 11:  The Board of Directors will appoint a Territorial Representative for each territory. The Territorial Representative will choose from his/her area an Alternate Representative. The name of the Alternate will be submitted to the Board of Directors for a matter of record. The Board of Directors retains the right to remove both the Territorial Representative and Alternate for just cause. In case of death, resignation, or removal, the Board of Directors will appoint new Representatives.

Section 12:  The Territorial Representative shall represent their respective territories and shall act as liaison between the members of their territories and the Board of Directors. They are invited to attend Board meetings but shall be non‑voting.

Section 13:  The Board of Directors will hire a caretaking staff.  Employees of the Association are considered non‑dues paying members, without vote, and are entitled to all other considerations as members except membership on the Board of Directors. Duties of the caretakers shall be specified in writing by the Board of Directors at the time of employment, and at each contract renewal.

Section 14:  Board of Directors and/or Association members may serve as substitute caretakers to allow caretaking staff to have vacations or emergency leave, or in any situation deemed necessary by the Board of Directors. Wages for the substitute caretakers will be set by the Board of Directors, but wages will not exceed the equivalence of one (1) day’s base pay of the caretaking staff.

Section 15:  The Association shall keep complete books and records of accounts and shall keep minutes of the proceedings of its members. The Association will keep at its registered office or principal office in this state a record of the names and addresses of its members entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. (RCW 24.03.135)

Section 16: No loans shall be made by the Association to its Directors or Officers. The Directors of the Association who vote for or assent to the making of a loan to a Director or Officer, participating in the making of such loan, shall be jointly and severely liable to the Association for the amount of such loan until the repayment thereof. (RCW 24.03.140)

Section 17: No commission shall be paid by the Association to its Directors, Officers, Members, or Employees for the sale or resale of any asset of the Association, including memberships. (RCW 24.03.005 Paragraph 3)

DUTIES OF THE OFFICERS

Section 1:  President: The President of the Board of Directors shall supervise all activities of the Association, execute all instruments in its behalf, preside at all meetings of the Board of Directors and of the membership of the Association, call such meetings of the membership as shall be deemed necessary other than the Annual and Semi‑Annual meetings of the membership, and perform such other duties usually inherent in such office.

Section 2:  Vice‑President: The Vice‑President of the Board of Directors shall act as President in his absence and perform such other acts as the President may direct.

Section 3:  Secretary: It shall be the duty of the Secretary of the Board of Directors to keep all records of the Board of Directors and of the Association, and to perform such other activities as the President may direct.

Section 4:  Treasurer: The Treasurer shall review and be kept accountable for all funds belonging to the Association. Check the payments of all obligations incurred by the Association when payment is authorized by the Board of Directors. Check bank accounts in depositories designated by the Board of Directors, and render periodic financial reports.

GENERAL MEMBERSHIP PROVISIONS

Section 1:  Annual membership dues are $350.00 per membership beginning January 1, 2007.  The dues collected will be used for the actual expenses of the Association.

Section 2:  Dues, assessments, or fees are payable February 1.  Beginning March 1 of each year, a $25 late fee charge per month will be assessed to unpaid dues, assessments, or fees. If the member has not paid the dues, assessments, or fees by April 1, of the same year, a notice will be sent for the amount of dues, assessments, or fees owed. If the member fails to respond, a notice will be sent by certified mail, on May 1, warning of intent to repossess the membership. If a member still fails to respond said membership will be turned over to an attorney for action on June 1. Any costs incurred by the Association in connection with the collection of delinquent dues, assessments, or fees will be borne by the member.

Section 3:  Members on retirement or disability income may annually petition the Board of Directors, no later than December 15, to make quarterly dues payments on February 1, April 1, July 1, and October 1.  There will be a $3.00 service charge per quarter.  There will also be a $25.00 late fee per quarter for any payment received 5 days after February 1, April 1, July 1, or October 1.  Failure to pay dues and fees in a timely manner may result in repossession.   

Section 4: Any indebtedness or liability, direct or contingent, other than necessary expenditures, must be authorized by an affirmative vote of the majority of the members, voting in person and absentee ballot.

Section 5:  The total indebtedness shall not exceed the authorized expenses, except that additional amounts may be authorized by two‑thirds (2/3) affirmative vote of the membership voting in person and absentee ballot, at any meeting called for such purpose.

Section 6:  Regular Association Memberships are fully transferable and assignable at the option of the member, who is in good standing. Any membership to be sold or transferred must first have the boundary of said membership checked and staked, if necessary, to verify lot size before any sale or transfer is to be final. The Board of Directors shall conduct said measurement and verification. The decision of the Board of Directors shall be final. The guidelines for sales and transfers are available in the MRT Caretaker’s office.  As of July 1991, no more than three persons' names may appear on the Membership Certificate, and certificates issued prior to this date may remain as written. Regular Association Membership cannot be transferred and/or assigned to any organization, association, or fraternity. Regular memberships are inseparably connected with and allowed the use, possession, and control of a designated site. Signatures of members must be on file as they appear on the certificates.  Members must maintain their current mailing address on file at the MRT office.

Section 7:  Memberships forfeited or turned over to this Association will be resold for cash only by the Board of Directors. All sales will be approved by a majority vote of the Board. The Board of Directors will make necessary determination of property abandoned on said membership prior to resale. Should a dispute arise, it shall be submitted to Judicial Dispute Resolution LLC for final determination.  The prevailing party shall be entitled to attorney fees and costs and entity’s determination shall be final.