The Board of Trustees of Wilderness Rim Association request nominations for positions on the Board of Trustees, Architectural Review Committee (ARC), and Advisory Committee. The Board is also asking for pro and con statements for proposed ballot approvals and bylaw amendments.

If you are interested in serving on the Board of Trustees, ARC, or Advisory Committee, please submit your name and a short statement (a paragraph or two) as to why you want to be on the Board, ARC, or Advisory Committee. If you would like to write a pro or con statement, limit it to a few paragraphs. Submit your name and statement of qualifications, or pro/con statement, by email to office@wildernessrim.org, by mail (WRA, PO Box 315, North Bend, WA 98045), or hand deliver to the office drop box behind the Cascade Park Chalet. Nominations and statements must be received by the Office by August 11, 2017. This information will be included in the ballot information provided to the members later in August.

The duties of the Board of Trustees are to ensure that our common resources are managed in compliance with all the applicable laws, such as the Revised Code of Washington, and in the best interests of the membership. The number of Trustees who shall manage the business affairs of the Association is 11. Two trustees are currently serving three-year terms, thus nine positions are open.

The Architectural Review Committee, also known as the Architectural Control Committee, is responsible for assuring the compliance of Association members and Wilderness Rim residents with the Wilderness Rim Restrictive or Protective Covenants as applied to members’ lots; maintaining records of construction and improvement plans; drafting or amending Architectural Guidelines, which then must be approved by the membership; and educating the membership about the Architectural Guidelines. Members serve for one year, and the Committee shall be composed of at least three, but not more than six members.

The Advisory Committee is responsible for advising the Board of Trustees about current issues that may be subject to the Association’s governing documents and continuing resolutions. The committee shall be composed of at least two but not more than five members. To be a member of the committee, you must have completed a minimum of three years on the Board of Trustees and have served as an officer for at least one of those years.

2017-2018 Final Draft Budget for Membership
2016.07.26 BOT Special Membership Meeting Minutes Final
Annual Meeting Minutes 9-17-16 Final

 

 

PROPOSED BALLOT APPROVALS

 

  1. Approve the 2016 Annual Meeting Minutes

 

Reason for ballot item: To approve the 2016 Annual Meeting Minutes (attached)

 

  1. Approve the 2017-2018 Budget

 

Reason for ballot item: To approve the 2017-2018 Budget (attached)

 

  1. Approve a $36 per lot Special Assessment for Security Patrol

 

Reason for ballot item: To approve a $36 per lot Special Assessment of Security Patrol. This would reduce the amount per lot from $48 to $36 annually.

 

  1. Approve an increase in Homeowner Association dues per lot to $100 Annually

 

Reason for ballot item: To approve an increase in the annual Homeowner Association (HOA) dues from $80 to $100 to meet expenses identified in the 2017-2018 budget.

 

  1. Approve the expenditure of approximately $15,000 to assess the feasibility of transferring the Wilderness Rim Association water system to Sallal Water Association

 

Reason for ballot item: To allow the Board of Trustees to spend up to $15,000 to assess the feasibility of transferring the Wilderness Rim Association (WRA) water system to Sallal Water Association (Sallal), North Bend, Washington. Sallal supplies potable water to about 1,500 connections serving approximately 5,000 people throughout the service area, including the WRA. Sallal is a non-profit, consumer-owned corporation. In addition to providing water to WRA, Sallal also is responsible for WRA billing.

The feasibility study would include an evaluation of the ability of the Board of Trustees and WRA water system operator to manage the system now and in the future. The study would include an assessment of the WRA water system, including a determination of operating and capital costs, value of the current system, costs for upgrading/replacing the system, and costs to meet regulatory requirements. The Board would consult with an attorney to develop legal agreements and a fair value assessment for the transfer of the system. The Board would also determine the water rate structure and quality of service that would be provided by Sallal to WRA members, and if one or more WRA members would be on the Sallal Board of Trustees. It is possible that the costs of studies and agreements could be reduced by grants provided by the Washington Department of Health.

 

The Washington Department of Health encourages small water systems, such as the WRA system, to merge with larger systems where it makes sense. Consolidation would reduce administrative costs and take the pressure off the Board to manage the WRA system. It would also reduce or eliminate our liability for system failure. However, WRA would lose control over our water system and may have limited say in the quality of service and maintenance of the system in the future.

If the membership approves studies and agreements to assess the feasibility of transferring the water system, and it is determined by the Board of Trustees that transfer of the water system to Sallal is in the best interest of WRA, a ballot proposal to approve the transfer of the WRA water system to Sallal would likely be put before the membership at the 2018 Annual Meeting.

PROPOSED WRA BYLAW AMENDMENTS:

 

Bylaw 2.5 (New)

Topic – Legal Expense Control

NEW:  Any litigation expenses to defend a lawsuit or a counterclaim brought against WRA or any of its trustees or employees (“WRA”) by a WRA member or Wilderness Rim resident, if voluntarily dismissed or WRA is the substantially prevailing party, shall be awarded against the plaintiff(s) or counterclaimant(s) who filed the action or counterclaim.

Reason for New Bylaw: To allow the WRA to recoup legal expenses.

Bylaw 2.6 (New)

Topic – Legal Expense Control

NEW:  Any litigation expenses incurred by WRA in enforcing the Wilderness Rim Restrictive Covenants shall be awarded against the WRA member if found by the court to have violated one or more covenants.

Reason for New Bylaw: To allow the WRA to recoup legal expenses.

Bylaw # 3.1.1

Topic – Conform with WRA Articles of Incorporation and Washington State Revised Code of Washington (RCW)

CURRENT:  The business of WRA shall be managed by the Board of Trustees. The number of trustees who shall manage the corporate business and financial affairs of WRA shall be eleven. The number of trustees of WRA may be changed to any number not less than five nor more than eleven at any meeting of the membership of WRA called for such purpose. Written notice of the proposed change shall be given with the notice of the meeting as set forth in Section 4.2.

PROPOSED: The business of WRA shall be managed by the Board of Trustees. The number of trustees who shall manage the corporate business and financial affairs of WRA shall be nine eleven. The number of trustees of WRA may be changed to any number not less than five nor more than eleven at any meeting of the membership of WRA called for such purpose. Written notice of the proposed change shall be given with the notice of the meeting as set forth in Section 4.2.

Reason for Modification: To conform with Article 5.1 of the Articles of Incorporation Wilderness Rim Association.

 

Bylaw # 3.1.2

Topic – Reduce Term and Term Limits

CURRENT:  Trustees shall be elected at the annual meeting or elections to serve three-year terms, or until their successors are elected.

PROPOSED: Trustees shall be elected at the annual meeting or elections to serve three-two-year terms, or until their successors are elected.  No trustee shall serve for more than seventy-two months in any ten-year period.

Reason for Modification: Encourage more Board turnover and allow more people to be involved in the Association’s governance.

Bylaw # 3.1.3

Topic – Definition of a Member “in good standing”

CURRENT:  Only one person from a membership may be a trustee at any one time. Each trustee shall be a WRA member in good standing and not have been convicted of a felony. A member shall be considered to be “in good standing” if all WRA billings of charges, assessments, and association dues are paid to a current status or payment arrangements have been made with WRA.

PROPOSED: Only one person from a membership may be a trustee at any one time. Each trustee shall be a WRA member in good standing and not have been convicted of a felony. A member shall be considered to be “in good standing” if (a) all WRA billings of charges, assessments, and association dues are paid to a current status or payment arrangements have been made with WRA, (b) the member has not been determined by the Board (after notice and an opportunity for a hearing before the Board) to have violated any rule or bylaw provision of this corporation, and (c) the member has not previously been removed from the Board under RCW 64.38.025(5).

Reason for Modification: To provide clarity to the definition of member in good standing and to honor the Association’s rules and regulations.

Bylaw # 3.1.14

Topic – Appointment of Trustees to Vacant Positions

CURRENT:  In the event a trustee’s position becomes vacant, for whatever reason, such position shall be filled by appointment of a member by a majority of the remaining trustees. The person so appointed shall hold the position until the next annual meeting when the position shall be filled by a vote of the membership.

PROPOSED: In the event a trustee’s position becomes vacant, for whatever reason, such position shall be filled by appointment of a member by a majority of the remaining trustees. The Board of Trustees can appoint new members to the Board even when there is less than a quorum. The person so appointed shall hold the position until the next annual meeting when the position shall be filled by a vote of the membership.

Reason for Modification: To allow the Board to appoint new Trustees even if there is less than a quorum.

Bylaw 3.1.18 – New

Topic – Trustee Resignation

NEW:  Trustees may resign orally or by submitting a written resignation. In the case of an oral resignation, the resignation becomes irrevocable either upon the entry of the resignation in the meeting minutes or the Board of Trustees sending a confirming written communication to the resigning trustee.  No such written confirmation is necessary for a written resignation.  An oral resignation, if not entered in the minutes or confirmed in writing by the Board of Trustees, can be rescinded by the trustee.  A written resignation is effective upon receipt by the Board of Trustees.

Reason for New Bylaw: To clarify the process for resigning from the Board of Trustees.

Bylaw # 3.2.3

Topic – Presence at Meeting for Voting

CURRENT:  A trustee must be present at the Board meeting to vote on any issue before the Board.

PROPOSED: A trustee must be present at the Board meeting to vote on any issue before the Board. A trustee that attends the Board meeting via teleconferencing is considered to be present at the meeting for the purpose of voting.

Reason for Modification: To allow trustees to vote at meetings via teleconferencing.

Bylaw # 3.3.6

Topic – Officer Chairing Committee

CURRENT:  No officer may chair a standing committee except the treasurer who shall chair the Budget and Finance Committee.  No immediate family member or household member of a current officer of the Board of Trustees may chair a standing committee.

PROPOSED:  No officer may, without a co-chair, chair a standing committee except the treasurer who shall chair the Budget and Finance Committee.  No immediate family member or household member of a current officer of the Board of Trustees may, without a co-chair, chair a standing committee. A single WRA membership may not chair or co-chair more than two committees.

Reason for Modification:  Allows Board of Trustee officers, or their immediate family member or household members of a current officer, to co-chair a committee.

Bylaw 3.3.7 (New)

Topic – Staffing

NEW:  WRA Administrative personnel, whether hired or contracted, who work with WRA financial records, shall not:

  • be a WRA owner or resident, or
  • be an immediate family member of a WRA owner or resident

Reason for New Bylaw: Prevents WRA owners, residents, or their immediate family members from being hired or contracted as administrative personnel if they work on WRA financial records.

Bylaw # 4.3

Topic – Annual Meeting Quorum

CURRENT:  At all meetings of the membership and in all elections requiring a vote of the membership, ten percent (10%) of the membership of WRA present, or represented by proxy, by mail, a ballot hand delivered to the WRA office, or by electronic transmission and received prior to such meeting, shall constitute a quorum for the transaction of business set forth in Section 4.6. Only ballot items presented to the membership in the official notice of the meeting may be voted on by mail or by electronic transmission.

PROPOSED:  At all meetings of the membership and in all elections requiring a vote of the membership, ten percent (10%) of the membership of WRA present a quorum of the current Board of Trustees and five percent (5%) of the membership of WRA present in person or represented by proxy, by mail, a ballot hand delivered to the WRA office, or by electronic transmission and received prior to such meeting, shall constitute a quorum for the transaction of business as set forth in Section 4.6. Only ballot items presented to the membership in the official notice of the meeting may be voted on by mail or by electronic transmission.

Reason for Modification:  Reduces the percent of the membership that must vote for the transaction of business from 10% to 5%.

Bylaw # 5.2.6

Topic – Advisory Committee

CURRENT:  The Advisory Committee to the Board of Trustees:

  • shall be composed of at least two but not more than five members elected by the membership at the annual meeting or elections to serve for five years;

PROPOSED: The Advisory Committee to the Board of Trustees:

  • shall be composed of at least two but not more than five members elected by the membership at the annual meeting or elections to serve for five three years;

Reason for Modification: To make Advisory Committee terms the same as those for the Board of Trustees. This modification would not occur if the following modification, Bylaw 5.2.6, Remove Advisory Committee, passes.

Bylaw # 5.2.6

Topic – Remove Advisory Committee

CURRENT:  The Advisory Committee to the Board of Trustees: shall be composed of at least two but not more than five members elected by the membership at the annual meeting or elections to serve for five years; · shall have members who have completed a minimum of three years on the Board of Trustees and have served as an officer for at least one of those years; may have only one person from a membership on the committee at the same time; may have vacancies on the committee filled by appointment by the Board of Trustees to serve only until the next annual meeting or elections when the membership shall elect a replacement committee member; shall not have more than two appointed members at any time; shall not have the president of the Board of Trustees as an ex-officio member of the committee; shall not have a committee member from the same membership as any current trustee; shall be responsible for advising the WRA Board of Trustees about current issues that may be subject to WRA’s governing documents and continuing resolutions; shall elect a chair person and determine the committee’s meeting schedule; may issue pro and/or con statements to the Board of Trustees, either written or verbally, regarding any topic but shall not have any other influence over the Board of Trustees’ decision making process; and shall not be entitled to any budget and serves only in a voluntary capacity.

PROPOSED: The Advisory Committee to the Board of Trustees: · shall be composed of at least two but not more than five members elected by the membership at the annual meeting or elections to serve for five years; · shall have members who have completed a minimum of three years on the Board of Trustees and have served as an officer for at least one of those years; · may have only one person from a membership on the committee at the same time; · may have vacancies on the committee filled by appointment by the Board of Trustees to serve only until the next annual meeting or elections when the membership shall elect a replacement committee member; · shall not have more than two appointed members at any time; · shall not have the president of the Board of Trustees as an ex-officio member of the committee; · shall not have a committee member from the same membership as any current trustee; · shall be responsible for advising the WRA Board of Trustees about current issues that may be subject to WRA’s governing documents and continuing resolutions; · shall elect a chair person and determine the committee’s meeting schedule; · may issue pro and/or con statements to the Board of Trustees, either written or verbally, regarding any topic but shall not have any other influence over the Board of Trustees’ decision making process; and · shall not be entitled to any budget and serves only in a voluntary capacity.

Reason for Modification: To remove overhead cost with an unnecessary committee.  Members can advise the board on any issues by attending meetings or communication with the board or submitting membership concerns.