CBA Articles of Incorporation & By-Laws 2022
Welcome to Chuckanut Beaches Association
Our organization was originally incorporated in 1954 as Chuckanut Beaches Inc. We re-incorporated in 1994 as Chuckanut Beaches Association.
The five Chuckanut beaches were deeded from the Charles F. Larrabee estate to Chuckanut Beaches, Inc. in 1954. The quit-claim deed states: “Said land is hereby conveyed for park, boat haven, beach and playground purposes, or for one or more of the aforesaid purposes, but may be held in an undeveloped state by grantee, its successors or assigns”.
Please respect the beaches and leave them cleaner than you found them.
ARTICLES OF INCORPORATION OF CHUCKANUT BEACHES ASSOCIATION
WE, THE UNDERSIGNED, all of whom are residents of Whatcom County, Washing- ton, do hereby voluntarily associate ourselves together for the purpose of forming a non-profit corporation, without capital stock, under the provisions of 24.03 R.C.W.
The name of this Corporation shall be: CHUCKANUT BEACHES ASSOCIATION
The nature of the business of the Corporation and the objects and purposes for which, and for any of which, this Corporation is formed is:
(a) To associate its members together for their mutual benefit, and for the protection of the area, and to that end acquire and own beaches along the shore of Chuckanut Drive in Whatcom County, Washington, and to maintain the same.
(b) To have and exercise all powers, privileges and rights conferred on corporations by the laws of the State of Washington and all powers and rights incidental to carrying out the purpose for which this Corporation is formed, except such as are inconsistent with the express provisions of the act under which this Corporation is incorporated.
(c) The foregoing shall be construed both as objects and powers, and the enumeration thereof shall not be held to limit or restrict in any manner the general powers conferred on this Corporation by the laws of the State of Washington, all of which are hereby expressly claimed.
The place where the principal business of the Corporation is to be transacted is in Bellingham, Whatcom County, Washington, but the Corporation may maintain offices and places of business at such other places within the State of Washington as the Board of Directors may determine. CBA, P.O. Box 4035, Bellingham, WA 98227.
The period of existence of this Corporation shall be perpetual.
Section 1: This Corporation shall not have any capital stock, but its capital stock shall be represented by membership certificates.
Section 2: Under the terms and conditions prescribed by its ByLaws, this Corporation shall admit as members only such person as are bona fide owners of tracts within the boundaries of the following described property, to-wit:
1. All that portion of Government Lot 4 in Section 24, Township 37 North, Range 2 East of W.M. and of the Southwest quarter of the Southwest quarter of Section 19, Township 37 North, Range 3 East of W.M., lying Westerly of the Pacific Northwest Traction Company’s right of way, TOGETHER WITH second class tidelands abutting.
2. All of Section 25, Township 37 North, Range 2 East of W.M. (EXCEPTING THEREFROM that portion of the Southerly one-quarter thereof lying Easterly of the Pacific Highway) AND EXCEPTING THEREFROM THAT PORTION LYING WESTERLY OF THE CHUCKANUT BEACHES INC. TRACT, de scribed as follows:
That portion of Government Lot 4 beginning at a point of intersection of the Section line of Section 25, Township 37 North, Range 2 East of W.M. with the Westerly line of “CHUCKANUT ADDITION To THE CITY OF BELLINGHAM, DIVISION. No. 4,” Whatcom County, Washington, as per the Map thereof, recorded in Book 7 of Plats, pages 73 and 74, in the Auditor’s Office of said county and state; thence North 18 Degrees 14 Minutes West to the line of Extreme Low Water of the Second Class Tidelands abutting said Government Lot 4; thence Easterly along said line of Extreme Low Water to the most Westerly corner of said “CHUCKANUT ADDITION TO THE CITY OF BELLINGHAM, DIVISION No. 4;” thence Southerly along said Westerly boundary line of the Point of Beginning.
ALL TOGETHER WITH PORTION OF SECOND CLASS TIDELANDS ABUTTING THEREON.
3. All of the Northwest quarter of the Southwest quarter; and ALSO that portion of the Southwest quarter of the Northwest quarter Section 30, Township 37 North, Range 3 East of W.M., lying Westerly of the Pacific Northwest Traction Company’s right-of-way, LESS streets and roads.
4. All that part of the North half of Section 36, Township 37 North, Range 2 East of W.M., lying westerly of the Pacific Highway, EXCEPTING such portions thereof as contained within the boundaries of Larrabee State Park and EXCEPT such portions, if any, heretofore conveyed to the State of Washington, TOGETHER WITH second class tidelands abutting, LESS streets and roads. ALSO EXCLUDING all that portion of Government Lot 1, in Section 36, Township 37 North, Range 2 East of W.M. lying Westerly of Pleasant Bay Road and Northerly of the following described line:
Beginning at the intersection of the North line of Section 36, Township 37 North, Range 2 East of W.M., and the Westerly line of Pleasant Bay Road as shown on the map of “Chuckanut Addition to the City of Bellingham, Division.
No. 4”, Whatcom County, Washington, as per the map thereof, recorded in Book 7 of plats, pages 73 and 74, in the Auditor’s office of said county and state; thence Southerly along the Westerly line of said Pleasant Bay Road 55O feet to the true point of beginning of said line; thence due West extended.
Section 3: The membership fee in this Corporation shall be fixed and determined by it ByLaws. The voting power, property rights and interest of each member whose fees are fully paid and who is in good standing shall be equal and each member shall be entitled to one vote only. Voting by proxy is permitted. New members upon their admission into this Corporation shall be entitled to one vote and to share in the property of the Corporation equally with the old members. When a member has paid his membership in full he shall receive a certificate of membership. Assessments against members and a determination of their liabilities shall be fixed by the ByLaws of the Corporation.
Section 4: This Corporation is organized on a non-profit basis for the mutual benefit of its members and consequently will not have any profits from which to pay dividends on its capital. The chief expenses of the Corporation will be the payment of insurance and the upkeep and maintenance of its beaches, which shall be supervised by its Board of Directors.
The number of directors shall be five. Directors shall be elected for a term of three (3) years.
ELIMINATION OF DIRECTORS’ LIABILITY
Pursuant to R.C.W. 24.O3.O25(4)(c), the personal liability of directors is eliminated.
The name of the Registered Agent of the corporation is:
Belcher Swanson Law Firm, P.L.L.C.
The street address of the Registered office, which is also the address of the Reg- istered Agent is as follows:
900 DUPONT Street Bellingham, WA 98225
DISTRIBUTION OF ASSETS UPON DISSOLUTION
The Corporation does not anticipate the accumulation of assets. However, should assets be accumulated, they shall, upon dissolution of the Corporation, be distributed to Whatcom County Fire District No. 6.
CONSENT TO SERVE AS REGISTERED AGENT
I, Mark Lackey, hereby consent to serve as registered agent, in the State of Washington, for the corporation herein named. I understand that as agent for the corporation, it will be my responsibility to accept Service of Process in the name of the corporation; to forward corporate license renewal mailings to the corporation; and to immediately notify the office of the Secretary of State in the event of my resignation any change in the Registered Office of the Corporation for which I am agent.
UPDATED this 15th day of December, 2011.
MARK LACKEY, Attorney at Law
900 Dupont Street Bellingham, WA 9822
PH: (360) 734 -6390 FAX: (360) 671-0753
BY-LAWS OF CHUCKANUT BEACHES ASSOCIATION
Section 1. Membership in this association shall be open to the owner of any tract of land within the boundaries set forth in the Articles of Incorporation ARTICLE V Section 2. The purchase of land within this area conveys no beach rights whatsoever. The beaches are owned by the association and only paid-up members of the Association have any right to their usage. Notice is hereby given to the county assessor, the Whatcom County board of realtors, the Whatcom County multiple listing service and all residents of the Chuckanut Beaches area that ownership of property gives no right whatsoever of the beaches. Notice should also be given the public in general.
Section 2. Any eligible person may make an application and upon payment of such sum as shall be fixed by the directors as membership fee, shall be entitled to all the benefits and privileges of membership. Membership shall continue so long as such person remains a property owner in the area, and pays the annual dues as fixed by the Board of Directors.
Section 3. The Board of Directors shall have authority to make regulations admitting to membership persons living within the boundary limits specified in AOI Article V, Section 2. These regulations shall be applied to owners as well as those who are not owners but are renting the property. Renters living within the prescribed area may be assigned beach privileges at the discretion of the owner. Beach privileges will be limited to one privilege per owner and the period of assignment. Voting nights shall remain with the bonafide owner members.
Section 4. Each family unit shall comprise (1) one membership, the right to vote shall be limited to one vote for each family unit under such regulations as the Board of Directors shall determine.
Section 1. Annual Meetings. The annual meeting of the members of the Association shall be held during the spring of each year at a time and place to be designated by the Board of Directors. Due notice of the meeting shall be at least fourteen (14) days before the annual meeting.
Section 2. Special Meetings. Special meetings of the Association shall be called by the Secretary of the Association at the request of the directors, or when ten (10%) per cent of the members petition the Board of Directors in writing, setting forth the specific business to be brought up before such special meeting for action.
Section 3. Notice of Meetings. Written or printed notices stating the date, place and hour of the Annual General Membership meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fourteen nor more than fifty days before the date of the meeting, either personally or by mail or email, by or at the direction of the President or the Secretary, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears in the records of the corporation, with postage thereon prepaid.
Section 4. Quorum. A quorum for any regular or special meeting shall consist of one-tenth of the membership.
Section 5. Board Meetings may be scheduled as necessary by the president or any member of the board.
BOARD OF DIRECTORS
Section 1. The Association shall be managed by a Board of Directors consisting of five (5) members elected for terms of three (3) years, except as hereinafter provided. Of the first directors elected one shall be elected to serve for a one year term; two for two year terms; and two for three-year terms. No salary or other compensation shall be paid to any director of the Association.
Section 2. The Board of Directors shall hold office until their successors have qualified, been elected and entered upon the discharge of their duties. All Directors shall be chosen from the membership.
Section 3. In the event of the death or resignation of a member of the Board of Directors, a successor shall be appointed by the Board of Directors for the un-expired term.
Section 1. The Officers of the Association shall be the President, Vice- President, Secretary and Treasurer, to be selected annually from the Board of Directors and to hold office until their successors have qualified and been elected.
Section 2. The officers of the Association shall have such duties as are usually and customarily implied by their titles.
ADMINISTRATIVE AND FINANCIAL PROVISIONS
Section 1. Annual Dues. The annual membership dues for active members of the Association shall be $50.00 per membership, payable by April 1st to the Treasurer of the Association. There will be a $500.00 initiation fee for new members which includes the annual dues fee. If membership is delinquent for a period exceeding one year, a reinitiating fee of $100.00 will be required to reinstate membership which includes the annual dues fee.
Section 2. Deposit for key to Beach #1. Deposit of $25.00 for property owner members. Refund of deposit upon return of key. The Treasurer will keep a log of members with a key. The Board at its discretion may periodically change locks on any beaches and require a fee from members/users to cover cost of new keys.
Section 3. Loans Prohibited. No loans shall be made by the Association to any Officer or to any Director or to any other entity.
Section 4. Books and Records. The Association shall keep current and complete books and records of account and shall keep minutes of its proceedings.
Section 5.1 Bylaw Amendments. These Bylaws may be amended, added to, or deleted by the Board of Directors. Any change in the Bylaws shall require a two-thirds vote of at least four of the five directors.
Section 5.2 Procedure for direct amendment of bylaws by Membership Petition
1. A special meeting is called at the request of the petitioners constituting 10% of the membership.
2. At that meeting petitioners present their case and an advisory vote is taken.
3. Within 30 days the Board must meet and decide to accept, accept with modification or reject the petitioners’ proposed bylaw change. The board must promptly notify each of the signatories of the petition of their decision.
4. The petitioners can ask for a vote of the entire membership by:
a) Presenting to the Secretary a second petition signed by 20% of the members
b) Accompanying the petition with a check for funds necessary to defray all costs of a vote by the members
5. The Secretary will then mail to each member household a ballot in the form of an addressed, stamped postcard accompanied by a one-page message from the Board urging it’s rejection. There will also be included a copy of this procedure and a due date for receipt of the ballots.
6. The day after the due date of the ballots they will be counted.
7. Changes in bylaws requested by the petition will be accepted only if a majority of members eligible to vote approve the petition.
Section 6. Article of Incorporation Amendments.The Articles of Incorporation may be amended or repealed in whole or in part and new Articles adopted by a two-thirds majority vote, of one third of the total members in good standing attending any regular or special meeting.
Section 7. Rules of Procedure. The rules of procedure at meetings of the Association shall be the rules contained in Roberts’ Rules of Order on Parliamentary Procedure, as amended, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, or with any resolution of the Board of Directors.
Section 8. Notice to Members of Legal Notices. The Secretary will send copies of notices to all members of CBA of any legal notices or notices of intended action on land that comes to the attention of Chuckanut Beaches Association.
Section 9. Rules and Regulations. The Board of Directors shall have authority to make rules and regulations. Any change in the rules and regulations shall require a two-thirds vote of at least four of the five directors.
Section 1. Slate of Nominees. The Board of Directors shall prepare a slate of nominees prior to each annual election. Nominations may also be made from the floor prior to the annual election.
Section 2. Additional Board Members. Replacement Board members may be elected to fill vacancies by a majority vote of the Board of Directors.
Section 3. Organization of the New Board. The newly elected Board of Directors shall take office and organize themselves and select from their number a President, Vice-President, Secretary and Treasurer. At this time, the old Board shall meet with the new Board to familiarize the latter with the unfinished business and current problems of the corporation, and shall make arrangements with the new Board with regard to turning over all books and records.
Section 4. Recall. Members of the Board of Directors are subject to recall or removal as provided by RCW 24.03.103
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts: The Board of Directors may authorize any Officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of the Association, and such authority may be general or confined to specific instances.
Section 2. Checks: All checks issued in the name of the Association shall be signed by the Treasurer and by the President or other Officer designated by the Board of Directors.
Section 3. Funds: All funds of the Association shall be deposited without delay to the credit of the Association in such institutions as the Board of Directors shall select.
Section 4. Gifts: The Board of Directors may accept, on behalf of the Association, any contributions, gifts, bequests, or devises for the general or specific purposes of the Association.
If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section or part of these Bylaws, such judgement or decree shall not affect, impair, invalidate or nullify the remainder of these Bylaws, but the effect thereof shall be confined to the clause, sentence, paragraph, section or part of these Bylaws so adjudged to be invalid or unconstitutional.
This Association shall have a corporation seal consisting of a circle having on or within its circumference the words:
CHUCKANUT BEACHES, ASSOCIATION…….CORPORATION SEAL ….1994… WASHINGTON.