That Govern Sea Crest
Sea Crest Homeowners Association -
an Oregon Nonprofit Corporation
as Adopted January 4, 1989
and Amended August 5, 2000, September 16, 2001, August 14, 2004 and November 14, 2005.
Bylaws as compiled to reflect all amendments through November 2005.
R E C I T A L S :
A. Sea Crest is a planned community created by the following documents recorded
in the Records of Lincoln County, Oregon:
Declaration of Convenants. Conditions and Restrictions recorded November 23, 1988
in Book 199, Page 323 (the "Declaration").
Bylaws of the Sea Crest Homeowners Association recorded January 6, 1989 in Book 200, Page 1078 (the "Bylaws").
Plat of Sea Crest at Otter Rock. A Replat of Otter Village recorded in Book 14, Page 49, Plat Records.
B. The Bylaws have been amended by the instruments set forth in Exhibit A attached hereto.
C. As of January 1, 2002, Sea Crest is a Class II Planned Community and subject to the provisions of the Oregon
Planned Community Act (ORS 94.550 to 94.783) as provided in ORS 94.572.
D. Sea Crest Homeowners Association is the association of owners formed pursuant to the Declaration and Bylaws
and incorporated under the Oregon Nonprofit Corporation Act by Articles of Incorporation filed November 21, 1988 in
the office of the Oregon Secretary of State, Corporation Division.
E. The Board of Directors deems it to be in the best interest of the Association to amend the Bylaws to require
that all members of the Architectural Committee be owners. [Recitals amended June 21, 2005]
As used herein the following terms have the following meanings:
1.1 "Association" shall
mean the Otter Crest Sea Crest Homeowners Association, an Oregon non profit corporation.
1.2 "Board" shall mean the Board of Directors of the Association
1.3 "Declarant" shall mean
First August Financial Co., a Nevada corporation, and its successors in interest
as developer of the Properties.
1.4 "Declaration" shall mean the Declaration of the Covenants, Conditions and Restrictions of First
August Financial Co., as Declarant and of all Property Owners of Otter Village,
now known as Sea Crest, as the same may be amended from time to time.
1.5 "Properties" shall mean the real property in Sea Crest, a subdivision, the plat of which is
recorded in Lincoln County, Oregon, and all plats contiguous
thereto or joined thereto by successive contiguous plats which in the future
shall be recorded by the Declarant, and all other lots or parcels of real
property whether or not platted, contiguous to the heretofore recorded plats,
and to which the Declaration of Covenants, Conditions and Restrictions of First
August Financial Co. are made applicable by declaration or deed reference of Declarant.
1.6 "Residential Unit" shall mean and refer to any residential lot in the Properties, whether
or not the lot is improved.
1.7 "Quorum" shall mean
the minimum number of members required to be present at a meeting before
business can validly be transacted.
1.8 "Proxy" shall mean a written, signed, dated document entitling a named Proprietary Member
otherwise entitled to vote in their own right to vote in the place of an absent
Proprietary Member who is otherwise eligible to vote. The proxy must show
the name and lots(s) of the Proprietary Member granting the proxy, the
Proprietary Member to whom the proxy is being granted, the date the proxy is
granted, the handwritten signature of the Proprietary Member granting the
proxy, the specific issue being voted upon, and how to vote on the specific
issue. Such proxies shall automatically revoke all previous proxies given
by that Proprietary Member as to the same specific issue(s) and shall be filed
with the Board Secretary at or before the commencement of any meeting during
which they may be used. A proxy shall automatically terminate upon the
vote being taken for the specific issue for which the proxy was given, within
one year after being granted if the specific issue does not come up for a vote,
or a specified date within the one year period, whichever first occurs. A
proxy may specify how to vote on more than one specific issue but must be
specific as to each issue. No general proxies will be permitted. A
member may revoke a properly drawn proxy by actual written notice of revocation
to the Board Secretary. [Revised
March 7, 2005].
1.9 "Executive Session" shall mean any meeting or part of a meeting where the proceedings are to be
conducted in private; thus, attendance of persons other than Board members may
be severely limited, at the discretion of the Board.
2.1 Membership is divided into two classes:
3.0 Meetings of Members.
2.1.1 Proprietary Members. Each
owner of a residential unit, including Declarant, shall be a Proprietary Member
of the Association; provided,
that the purchaser(s) of a Residential Unit under a recorded land sale contract
shall be deemed the "owner" of such Residential Unit for purposes
of these Bylaws. Each Proprietary
Member shall be entitled to one vote per Residential Unit owned by such member; provided
that if two
(2) or more Proprietary Members shall own any residential unit in any form of
common ownership, the common owners shall designate in
writing filed with the Secretary of the Association the name of the common owner
who shall exercise the voting right for such Residential
The rights and privileges of a Proprietary Member shall terminate when
the holder of a Proprietary Member ceases to qualify as an owner, and his
certificate of membership shall thereupon be void.
2.1.2 Associate Members.
Each lessee, renter, or other occupant of a Residential Unit not eligible
for Proprietary Membership, but who satisfies the conditions of these Bylaws and
of the Declaration respecting residency in the Properties, shall be an Associate
Member, which status shall continue in effect during such period as the
Associate Member shall be an authorized nonproprietary occupant of a Residential
Unit. Associate Membership shall
carry all the rights and privileges, and shall be subject to all obligations and
responsibilities of Proprietary Membership, except the right to vote.
At any time an Associate Member shall cease to be a resident of the
Properties, or shall become a Proprietary Member, his right and privileges as an
Associate Member shall thereupon terminate.
3.1 Place of Meetings.
Meetings of the Association shall be held at such location as may be
designated by the Board of Directors from time to time.
3.2 Annual Meetings.
The annual meeting of the Association shall be held on the third Sunday
of September of each year. At such
meetings there shall be elected by ballot of the members a Board of Directors in
accordance with the requirements set forth hereinafter.
The members may also transact such other business of the Association as
may properly come before them.
3.3. Special Meetings. It
shall be the duty of the President to call a special meeting of the owners as
directed by resolution of the Board of Directors or upon a petition signed by
not less than 50% of the total voting power of the Association and having been
presented to the Secretary. The
notice of any special meeting shall state a reasonable place, date and hour of
such meeting and the purpose thereof. No
business shall be transacted at a special meeting except as stated in the notice
unless by consent of four-fifths (4/5ths) of the owners present, either in
person by proxy.
3.4 Notice of Meeting.
It shall be the duty of the Secretary to mail a notice of each annual or
special meeting, stating the purpose thereof as well as a reasonable place, date
and hour where it is to be held, to each member entitled to vote at such
meeting, at least twenty (20) but not more than sixty (60) days prior to such
meeting. The mailing of a notice in
the manner provided in this Section shall be considered notice served.
3.5 Adjourned Meetings.
If any meeting cannot be held because a quorum is not present, the owners
present, either in person or by proxy may, as otherwise provided by law, adjourn
the meeting to a time not less than five (5) days nor more than thirty (30) days
from the time the original meeting was called.
3.6 Order of Business.
The order of business at all meetings of the owners of units shall be as
follows: (a) roll call; (b) proof of notice of meeting or waiver of notice; (c)
reading of minutes of preceding meetings; (d) reports of officers; (e) reports
of committees; (f) election of directors; (g) unfinished business; and (h) new
3.7. Books Open.
The membership register, books of account, and the minutes of meetings of
the members, the Board of Directors and committees of the Board of Directors
shall be made available for inspection and copying by any members of the Board
of Directors or by members of the Association or by his duly appointed
representative at any reasonable time and for a purpose reasonably related to
his interest as a member (Board members shall have an absolute right) at the
office of the Association or at such other place within the subdivision as the
Board shall prescribe. The Board of
Directors shall prescribe reasonable rules with respect to each of the above and
for the payment of the cost of reproducing copies of documents.
3.8 Quorum in Voting.
A quorum for any annual or special meeting of the association shall
consist of the number of persons who are entitled to cast 20 percent (20%) of
the votes which may be cast for election of the Board of Directors and who are
present in person or by proxy at the time the vote is cast.
The vote of a majority of voting
members present or represented by proxy at a meeting at which a quorum is
present shall be necessary for the adoption of any matter voted upon by the
3.9 Executive sessions.
The Board may adjourn a meeting and reconvene in executive session to
discuss sensitive matters such as personnel matters, contract negotiations with
a third party, consultation concerning the rights and duties of the association
regarding existing or potential litigation or criminal matters, and other
matters of business of a similar nature. If
called during a scheduled meeting, the decision requires a motion and a second.
If called independently of another meeting, it requires the approval of
the majority of the Board members. Minutes
are not required in Executive session; if taken, they are not printed or
circulated. If the session results in a need for voting, the vote must be taken
in open session.
3.10 Emergency meetings. of the
Board may be held by telephonic communication.
Emergency meetings may be held without notice, if the reason for the
emergency is stated in the minutes of the next scheduled Board meeting.
The decision to hold an emergency meeting requires the approval of the
majority of the Board members. Any
action approved in emergency session shall have the same effect as though taken
at a scheduled meeting of the Board.
4.1 Number, Election and Tenure.
The property and affairs of the Association shall be managed and
controlled by a Board of Directors comprised of five (5) persons elected from
among those members eligible to vote at an annual meeting.
Directors shall be elected by the membership at the annual meeting.
Each lot owner shall have one vote which can be cast for one candidate
for each office which is vacant. Owners
of multiple lots may cast one vote per office for each lot owned;
multiple owners of a single lot must designate one person to cast their
vote or votes.
The terms of the Directors
shall be for either one or two years, staggered so that no more than three (3)
nor less than two (2) of the five directorships shall expire at the same time.
When a one year term is necessary to achieve this staggering, the
candidate or candidates receiving the least votes will serve for one year. At
each subsequent annual meeting, each directorship to be filled shall be filled
by a director elected for a two (2) year
term, except when a one year term is necessary to comply with the above.
Directors shall serve during their respective terms and until their
successors have been elected and qualified.
Any vacancy in a directorship held by a person that has been elected by
the membership shall be filled by appointment by the remaining Directors for the
term remaining to the vacating Director. During
the existence of any vacancy, the remaining Directors shall possess and may
exercise all powers vested in the Board.
4.2 Regular Meeting of Directors.
A regular meeting of the Board shall be held immediately following the
annual meeting of the membership and at the same place.
Other regular meetings of the Board may be held without notice at such
times and places as the Board by resolution may determine.
4.3 Special Meetings of Directors.
Special meetings of the Board may be called from time to time by the
president or by any two (2) directors
The Secretary shall give written notice of each special
meeting of the Board by mailing such notice by United States mail to the
respective directors at their last known post office address, at least five (5)
days prior to the date of such meeting. No
notice of any regular meeting need be given.
Directors may waive notice of meetings of the Board, and a waiver thereof
signed by the director entitled to notice, whether before or after the time
slated therein, shall be deemed equivalent thereto.
Attendance of a director at a meeting shall constitute a waiver of notice
of such meeting, except in the event the director attends the meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
4.5 Quorum in Voting. A
majority of the members of the Board shall constitute a quorum for the
transaction of all business, but if at any meeting of the Board there shall be
less than a quorum present, a majority of those present may adjourn the meeting.
When a quorum exists, action may be taken by the majority vote of the
directors present. Absent Board
members cannot be considered present by proxy, however, they can vote by written
proxy on a specific issue if said issue is stated in the agenda and about which
no significant new information is presented at the meeting .
In order to provide fair and equitable management, each
Board should make every effort to present nominees for offices and committees
which reflect the balance of ownership, as to demographics such as
residents-to-non-residents, ocean frontage-to-non-frontage, single lot
ownership-to-multiple lot ownership. Board and committee members must therefore
be able participate in regular meetings by telephonic connection under the
At least a quorum must be physically present at
4.7 Association Board of Directors; powers and duties.
[This paragraph has been deleted in its entirety, effective March 7, 2005]
Each member must make every effort to physically
attend meetings; members using telephonic communications must have the agreement
of the majority of the Board to do so or be counted absent.
a. The Board of Directors of the association may act on behalf of the
association except as limited by the declaration, or the bylaws.
In the performance of their duties, officers and members of the Board of Directors
shall exercise the care required of fiduciaries.
4.8 Legal Expenses.
No member of the Board or the Association shall incur legal expenses for
the Association without the consensus of the majority of the Board members.
Then, one main spokesperson shall be designated to communicate with
attorneys for the Board. One
Property Manager shall serve as a back-up communicator if asked to do so by that
spokesperson or by the majority of the Board members.
The law firm chosen by the Board will be informed of this rule and given
the names of the chosen spokesperson and property manager.
The purpose of this rule is to control legal expenses.
b. The Board of Directors may not act on behalf of the association, without
required membership approvals, to amend the declaration, terminate the
planned community, elect members of the Board of Directors or determine the
qualifications, powers, duties or terms of office
of members of
the Board of Directors. However, the Board of Directors may fill vacancies in
its membership for the unexpired portion of any term by majority vote.
c. At least once every two years, the Board of Directors of the association shall
review the insurance coverage of the association.
d. The Board of Directors of the association annually shall cause to be filed the
necessary income tax returns for the association.
e. All meetings of the Board
of Directors of the association, except Emergency or Executive sessions, shall
be open to owners. Emergency meetings may be held without notice, if the reason for the emergency
is stated in the minutes of the meeting; only emergency meetings of the Board of Directors may be conducted entirely by telephonic
f. The Board of Directors, in the name of the association, shall maintain a current mailing address of the
The principal officers of the Association shall be a president, vice
president, a secretary and a treasurer, all of whom shall be elected by the
Board of Directors and all of whom, except the secretary, shall be from the
Board of Directors. The secretary may, but is not required to be a member of the
Board. The directors may appoint an
assistant secretary and such other officers as in their judgment may be
5.2 Election of Officers.
The officers of the Association shall be elected annually by the Board of
Directors at its annual meeting, hold office at the pleasure of the Board, and
serve without compensation. Any
vacancy in any office shall be filled by the Board at its annual meeting or at
any special meeting called for that purpose.
5.3 Removal of Officers or Directors. Upon an affirmation
vote of a majority of the members of the Board of Directors, any officer or
director may be removed, either with or without cause, and his successor elected
at any regular meeting of the Board of Directors, or any special meeting of the
Board called for such purpose. No
removal of an officer or director is effective unless the matter of removal is
an item on the agenda.
The owners may remove any member of the Board of Directors, with or
without cause, by a majority vote of all owners entitled to vote at any regular
meeting of the Board or any special meeting called for that purpose, at which a
quorum is present. No removal of a director is effective unless the matter of
removal is an item on the agenda and notice is properly given in accordance with
Section 3.4 of these bylaws.
The President shall be the chief executive officer of the Association.
He shall preside at all meetings of the Association and of the Board of
Directors. He shall have all of the
general powers and duties which are usually vested in the office of the
president of an Association, including but not limited to the power to appoint
committees from among the owners from time to time as he may in his discretion
decide is appropriate to assist in the conduct of the affairs of the
5.5 Vice President.
The Vice President shall take the place of the President and perform his
duties whenever the President shall be absent or unable to act.
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 so do on an interim
basis. The Vice President shall
also perform such other duties as shall from time to time be imposed upon him by
the Board of Directors.
The Secretary shall keep the minutes of all meetings of the Board of
Directors and the minutes of all meetings of the Association; he shall have
charge of such books and papers as the Board of Directors may direct; and he
shall, in general, perform all the duties incident to the office of the
The Treasurer shall have responsibility for Association funds and
securities and shall be responsible for keeping full and accurate accounts of
all receipts and disbursements in books belonging to the Association.
He shall be responsible for the deposit of all monies and other valuable
effects in the name, and to the credit of the Association in such depositories
as many from time to time be designated by the Board of Directors.
6.1 Standing Committees.
There shall be one standing committee of the Board of Directors which
shall be known as the Architectural Committee.
The Architectural Committee shall consist of three (3) or more members,
all of whom must be owners of one or more residential lots in the Properties
and the majority of whom cannot concurrently be serving as members of
the Sea Crest Board of Directors. In
the event that any member of the Architectural Committee is unable to
attend any meeting called for the purpose of the committee transacting business,
such absent member may appoint a representative or agent to serve in his stead
either by proxy or in person. [Amended on November 14, 2005]
7.0 Obligations of the Owners.
6.2 Other committees.
There shall exist such other committees as may from time to time be
designated by the Board of Directors to assist the Board in carrying on the
functions of the Board and the Association
All proprietary members are obligated to pay monthly, or such other
period as in the discretion of the Board of Directors is deemed necessary,
assessments imposed by the Association to meet all project communal expenses,
which may include a liability insurance policy premium and an insurance premium
for policy to cover repair and reconstruction work in case of hurricane, fire,
earthquake, or other hazard.
No assessments shall be imposed on any Residential Unit owned
by Declarant until such time as a residential structure is constructed thereon
and occupied by a resident, except that this requirement may be waived by
Declarant by affirmative act. The
assessments shall be made prorata as stipulated in the Declaration.
Such assessments shall include monthly payments to a General Operating
Reserve and a Reserve Fund of Replacements.
Not later than sixty (60) days prior to the beginning of each calendar
year, the Association shall estimate the total charges to be assessed each owner
in the project.
Each owner thereof shall thereafter pay to the Association
his assessment in 12 equal monthly installments, each installment to be paid on
or before the 10th day of each month.
In the event the Association shall determine that the estimate of total
charges for the current year is, or will become, inadequate to meet all expenses
of the project for any reason, including nonpayment of any owner’s assessment
on a current basis, it shall immediately determine the approximate amount of
such inadequacy and issue a supplemental estimate of the total charges to be
assessed against each unit. The
Association may, at its discretion, prorate any such supplemental assessment
between the remaining months of the calendar year, or immediately levy a special
assessment against each unit. Each
monthly installment shall become delinquent if not paid on or before the 25th
day of each month. Each special
assessment shall become delinquent if not paid within thirty (30) days after the
levy thereof. There shall accrue
with each such delinquent monthly instalment and with each such delinquent
special assessment, interest at the maximum rate permitted by law in the State
of Oregon on such delinquent sums, calculated from the date of delinquency to
and including the date full payment is received by the Association.
7.2 Fees, bonds and fines.
In addition to the above noted expenses, the Board shall have the right
to determine the amounts of such fines, fees, bonds or other expenses allowed
them in the Declaration and record said amounts herein.
Current amounts are:
- the construction application fee referred to in CC&R Sec. 1.4 shall be $250.00
- the cash required in CC&R Sec. 1.11 for clearing and excavation shall be $3000.00.
In addition, any associated legal costs incurred by the HOA during the entire design approval
thru the completed construction phases shall be charged and removed from this deposit.
All or part of this $3000.00 deposit will be refunded upon final approval by the
architectural committee less costs incurred as determined by the Board.
[Revised June 21, 2005]
7.2.1 Enforcement Procedure
See Enforcement Procedure document and
Schedule of Fines document.
[The section was added on September 1, 2005, by Resolution of the Board of Directors.]
These Bylaws may be amended at any regular meeting of the Board or at any
special meeting of the Board called for the purpose by a vote of sixty percent
(60%) of all of the Directors or by the affirmative vote, in person or by proxy,
of the majority of the total number of those members eligible to vote.