Highland Summit Owners Association

Highland Summit By Laws

Highland Summit By Laws

BYLAWS

OF

HIGHLAND SUMMIT OWNERS' ASSOCIATION


ARTICLE I

DEFINITIONS

In construing these Bylaws,

1. "Association" means the Highland Summit Owners' Association, formed pursuant to Section 3.1 of the Declaration.

2. "Board" means the Board of Directors of the Association, formed pursuant to Article IV.

3. "Declarant” means SIC and any Person succeeding to the responsibility of Declarant pursuant to a designation by SIC or by any successor Declarant of such Person as a successor Declarant in a supplemental declaration recorded in the Clackamas County Records.

4. "Declaration" means the Declaration of Covenants, Conditions, and Restrictions for Highland Summit Owners' Association dated July 16, 1991, as recorded at Fee No. 91-51431 in the Clackamas County Deed Records on October 9, 1991, and all amendments thereto.

5. "Director" means a member of the Board, selected or elected in accordance with Article IV.

6. "Highland Summit" means the Property as developed substantially in accordance with the Plat1 as the same may be modified from tine to time.

7. "Improved Declarant Lot” means any Lot of which Declarant is the Owner, which has access to a public street, to which sanitary and storm sewers, water, and power have been extended, and which is not a Single-Family Lot.

8. "Lot” means any parcel of land designated or intended to be designated on the Flat as a lot on which a Residential Unit is expected to be constructed.

9. "Owner" means the record owner at fee simple title to any Lot, unless such Lot is being sold pursuant to a land sale contract, in which case "Owner" means the contract vendee of such Lot but does not include a Person holding only a security interest in such Lot - where there is more than one owner of fee simple title to, or contract vendee of, a Lot, the Owner means the collective aggregate of such fee simple title owners or contact vendees, with the intent and effect that there shall be only one (1) owner of each Lot.

10. "Person” means any individual, association, corporation, partnership or other legal entity.

11. "Plat" means the final Flat of Highland Summit as recorded in The Plat records of Clackamas County and any amendments thereto or replats thereof, which plat may consist either of one final plat or of separate plats or replats for each phase of the development of the Property.

12. “President” means the President of the Association, selected in accordance with Article V.

13. "Property” means the real property in Clackamas County, Oregon legally described in Exhibit A to the Declaration, and any property added to the Property pursuant to Section 1.2 of the Declaration.

14. "Residential Unit" means a building or portion at a building located on a Lot and designated or intended for separate residential occupancy.

15. “Secretary" means the Secretary of the Association, selected in accordance with Article V.

16. "SIC" means Schnitzer Investment Corp., an Oregon corporation.

17. "Single-Family Lot" means any Lot on which the Owner or any prior Owner has constructed an existing single-family Residential Unit or is constructing, or intends to construct a Single-family Residential Unit. For purposes of this definition, an Owner shall be deemed to intend to construct a single-family Residential Unit on a Lot if such Owner is contractually obligated to do so; has applied for a building permit to do so; has entered into an architectural or construction contract for such purpose; is a Person (other than Declarant) who is in or intends to enter the business of constructing single-family Residential Units; or otherwise demonstrates such intention to the reasonable satisfaction of the Board; provided, however, that an Unimproved Declarant Lot shall in no instance be considered a Single-Family Lot; and provided further that a Lot of which Declarant is the Owner and which would be considered a Single-Family Lot under the foregoing definition shall be considered a Single-Family Lot only at such time as Declarant actually has commenced construction thereon of a single-family Residential Unit.

18. "Turnover Date" means The earlier of (i) the date on which Declarant first has title to only one Lot within the Property and does not own portions of the Property that are Improved Declarant Lots or Unimproved Declarant Lots, or (ii) the date on which Declarant elects, in its sole discretion, to relinquish control of the Association, as evidenced by a supplemental declaration recorded in the Clackamas County Records.

19. “Turnover Meeting" means the meeting of Declarant and the Board called for the purpose of passing control of the Association from Declarant to the Owners.

20. "Unimproved Declarant Lot" means any Lot of which Declarant is the Owner and on which no buildings have been or are being constructed, but which is not an Improved Declarant Lot.

ARTICLE II

OFFICES

The principal office of the Association shall be located at 3200 N.W. Yeon Avenue, Portland, Oregon 97210. The Association may have such other offices, either within or without the State of Oregon, as the Board may determine or as the affairs of the Association require from time to time.

The Association shall have and continuously maintain in the State of Oregon a registered office, and a registered agent whose office is identical with such registered office, as required by the Oregon Nonprofit Corporation Act. The registered office may be1 but need not be, identical with the principal office in the State of Oregon, and the address of the registered office may be changed from time to time by the Board.

ARTICLE III

MEMBERSHIP

Each Owner, by virtue of being an Owner and so long as such Owner continues in that capacity, shall be a member of The Association. Each membership in the Association shall be appurtenant to the Lot owned by an Owner and shall not be transferred in any manner whatsoever except upon a transfer of
title to or of beneficial interest by means of a land sale contract in connection with such Lot and then only to the transferee of such title or to such contract vendee.


ARTICLE IV

BOARD OF DIRECTORS

Section 1. General. The Association shall act through the Board, which shall be comprised of the number of Directors determined as provided in Section 2. The Board shall have all requisite power, duty and authority to perform its obligations under the Declaration, including without limitation the power, duty and authority to enforce the provisions of the Declaration and to acquire and pay for, out of the common fund provided by assessments pursuant to The Declaration, all goods and services necessary or appropriate for the proper functioning of the Association in accordance with the Declaration. Without limiting the generality of the foregoing, the Board shall have the power, duty and authority to undertake the actions described in Sections 3, 4, 5, 6, 7 and 8 of the Declaration, as amended.

Section 2. Number and Classification of Directors.

2.1. Prior to The Turnover Meeting, Declarant shall select all Directors. During the period when Declarant is selecting the Directors, Declarant may also determine the number of Directors, which may be different than the number set forth in Section 2.2. From and after the Turnover Meeting, the number of Directors shall be as set forth in Section 2.2, and the Owners
shall select or elect Directors in the manner provided in Section 3.

2.2 From and after the Turnover Meeting, the Board shall be comprised of five (5) directors. From and after the Turnover Meeting, all Directors must be Owners of one or more Lots.

Section 3. Election of Directors. The Directors shall be elected by majority vote of The Owners of the Lots voting at a meeting conducted pursuant to Section 4 at which a quorum is present, with each such Owner having one vote for each Lot owned. If there is more than one Owner of any Lot, such Owners shall together be considered a Single Owner with respect to such Lot for purposes of this Section 3.

Section 4. Meetings of Owners. Any meeting of Owners for the purpose of electing Directors pursuant to this Section 4 shall be conducted in accordance with the following procedures:

4.1 The first such meeting shall be held at least thirty (30) days prior to the Turnover Meeting, on a date selected by the Secretary. Subsequent meetings shall be held at least 30 days prior to the expiration of the term of any Director, or, in the case of a vacancy pursuant to Section 7 requiring a vote of the Owners, within 30 days after such vacancy occurs.

4.2 Any such meeting shall be held at a place within Clackamas County, Oregon designated by the Secretary. The Secretary shall give written notice of any such meeting to each Owner entitled to vote at the meeting at least ten (10) but not more than thirty (30) days prior to the date of the meeting. The notice shall state the purpose, time and place of the meeting.
The Secretary shall be required to notify an Owner of a meeting only if such Owner has previously given written notice to the Secretary setting forth such Owner's name and address. Notice of any meeting may be waived by any Owner at any time. No Owner who is present at a meeting may object to the adequacy or timeliness of the notice given.

4.3. Any Owner may give a proxy to any Person, so long as the proxy is in writing, signed by such owner, and filed with the Secretary. A proxy shall expire on the earlier of (a) seven months after the date of the proxy; or (b) the data of the sale or conveyance of the Owner's Lot by its Owner. Write-in votes from Owners received by the Board on or prior to the Owner's meeting shall be deemed for purposes of this Section to be a proxy given to the Board to vote on behalf of such Owner in accordance with such write-in vote.

4.4 A quorum for an Owner's meeting pursuant to this Section 4 shall consist of the number of persons who are entitled to cast twenty percent (20%) of the votes which may be cast for election of Directors and who are present in person or by proxy as herein provided at the beginning of the meeting.

Section 5. Terms of Directors.

5.1 Initial Terms. Subject to the provisions of Section 8.2, Directors selected by Declarant pursuant to Section 2.1 shall serve at the pleasure of Declarant. As determined by random means, three of the five Directors initially elected pursuant to Section 3 shall serve a two-year term, and the remaining two shall serve a one-year term.

5.2 Subsequent Terms. Except as provided in Sections 5.1, 6, and 7, all Directors shall serve two-year terms; provided however that unless a Director dies, resigns or ceases to be an Owner of a Lot, such Director shall continue to serve as a Director beyond such two (2) year term until a replacement Director is elected as provided herein. Any Director may serve more than one term.

Section 6. Resignation. Any Director may resign at any time by sending a written notice of such resignation to the Secretary. Unless otherwise specified in such notice, a resignation shall take effect upon receipt of the notice by the Secretary.

Section7. Vacancies. In the event a Director dies, resigns, or ceases to be an Owner of a Lot, the resulting vacancy on the Board shall be filled by selection or vote of a majority of the remaining Directors, but if such majority of the remaining Directors cannot be obtained, then such vacancy shall be filled by vote of the Owners pursuant to Section 3. Any Director so selected or elected shall serve the remainder of the replaced Director's term.

Section 8. Meetings of the Board.

8.1 Initial Meeting. The initial meeting of the Board shall occur within 90 days after the date the Articles of Incorporation for the Association are filed.

8.2 Turnover Meeting. The Turnover Meeting shall be called by Declarant and held within ninety (90) days after the Turnover Date. Declarant shall give written notice of the time and place of the Turnover Meeting to each Owner who has previously given Declarant written notice setting forth such Owner’s name and address. Declarant's notice shall be given at least thirty (30) but not more than sixty (60) days prior to the date of the Turnover Meeting. At the Turnover Meeting, the following shall occur:

8.2.1 The Directors selected by Declarant, the President, and the Secretary each shall resign. The Directors selected or elected by the Owners pursuant to Sections 2 through 4 shall conduct their first meeting as the Board;

8.2.2 The new Board shall elect a President and a Secretary; and

8.2.3 Declarant shall deliver to the new Board all of the Associations property in Declarant's possession, including without limitation all books and records, funds, tangible personal property, insurance policies and contracts to which the Association is a party.

8.3 Annual Meetings. The Board shall meet annually, within 90 days after the end of each calendar year. At each annual meeting, the Secretary shall present to the Board a report on the financial condition of the Association, including a report of receipts and disbursements for the preceding calendar year and the estimated receipts and expenses for the coming year.

8.4 Special Meetings. Special meetings may be called at any time by three (3) Directors. Such meetings shall be scheduled by the Secretary within thirty (30) days after the Secretary's receipt of written requests signed by three (3) or more Directors; provided that if the purpose of a special meeting is to elect a successor Secretary or to consider removal of the Secretary, the meeting may be scheduled by the President or, if the meeting is also for the purpose of electing a successor President or considering The removal of the President, by any other Director.

8.5 Place of Meetings. Meetings of the Board shall be held at such place as may be designated from time to time by the Board.

8.6 Notice. The Secretary shall give written notice to each Director of each Board meeting at least ten (10) but not more than thirty (30) days prior to The date set for such meeting, stating the purpose, time and place of the meeting. Notice shall be sent to the address of each Director as listed on the books of the Association, or to such other address as any Director nay designate by written notice to the Secretary. Notice of any meeting may be waived by any Director at any time. No Director who is present at a meeting may object to the adequacy or timeliness of the notice given. when a meeting is adjourned for fewer than 30 days, whether or not a quorum is present at the adjourned meeting, unless the Board of Directors fixes a new record date, no notice of the resumption or reconvening of such adjourned meeting need be given other than by announcement at the meeting at which such adjournment takes place.

Section 9. Voting by the Board. Each Director shall have one vote. So long as a quorum is constituted, the vote of Directors together holding a majority of the total votes cast, whether the Directors voting are present in person or by proxy, and whether the vote takes place at a meeting or by mail, shall be a binding vote of the Board for all purposes, unless a greater percentage is required by law or the Declaration.

Section 10. Proxies. A Director may vote in person or by proxy. A proxy may be given to any other Director, so long as the proxy is in writing, signed by the Director giving the proxy, and filed with the Secretary. A proxy shall expire on the earlier of (i) The end of the Director's term or service on the Board; or (ii) seven months after the date of the proxy.

Section 11. Quorum. The presence, in person or by proxy, of a majority of the Directors shall constitute a quorum for voting at a Board meeting. When voting is by mail pursuant to Section 12, a quorum shall be constituted if the number of votes cast equals at least fifty-one percent (51%) of the total votes entitled to be cast. The Board shall have the power to adjourn a meeting whether or not a quorum is present.

Section 12. Voting by Mail. Voting of the Directors may be by mail. In any case in which voting by mail is necessary or desirable, the Secretary shall give written notice to all Directors, which notice shall (a) include a written resolution setting forth The proposed action, (b) state that the Directors are entitled to vote by mail for or against such resolution, and (c) specify a date not less than twenty-five (25) days after the effective date of such notice by which all votes must be received at the principal office of the Association. Votes received after the date specified shall not be effective.

Section 13. Compensation of Directors. No Director shall receive compensation from the Association for serving on the Board.

ARTICLE V

OFFICERS

Section 1. Officers. The officers of the Association shall be the President and the Secretary, both of whom shall be elected by the Board from the members of the Board. The same person shall not concurrently hold the offices of President and Secretary. The Board may designate such additional officers as it deems appropriate.

Section 2. Election and Term of Office. The officers of the Association shall be elected annually by the Board and shall hold office at the pleasure of the Board and until their successors are elected. If any office becomes vacant, The Board shall elect a successor to fill the unexpired term at a special meeting called for such purpose.

Section 3. Removal. The Board may remove any officer, at any time, with or without cause. Removal of the President or Secretary as officers shall not also constitute a removal of such person from the Board.

Section 4. Compensation. Other than reimbursement for out-of-pocket expenses incurred on behalf of the Association, neither the President, the Secretary, nor any other officer of the Association shall receive any compensation from the Association for acting as an officer, unless such compensation is authorized by the Board.

Section 5. President. The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Board, and, unless otherwise provided in the Declaration, shall have all of the general powers and duties normally incident to the office of the chief executive officer of an association.

Section 6. Secretary. The Secretary shall keep the minutes of all proceedings of the Board and all other Association records and shall attend to the giving of all notices pursuant to these Bylaws, the Declaration or as required by law. The Secretary (or the Treasurer, if one is designated by the Board) shall be responsible for the collection, deposit and disbursement of Association funds and shall keep full and accurate financial records and books of account showing all receipts and disbursements of the Association. The Secretary shall perform all other duties incident to the office of secretary of an association or as may be directed by the Board. The Secretary shall perform all of the foregoing duties at The expense of the Association.

ARTICLE VI

SHARES OF STOCK AND DIVIDENDS PROHIBITED

The Association shall not have or issue shares of stock. No dividends shall be paid and no part of the income of the Association shall be distributed to its Directors or officers. The Association nay pay compensation in a reasonable amount to its trustees or officers for services rendered as provided by the Articles, the Declaration, other provisions of these Bylaws or resolution of the Board of Directors.

ARTICLE VII

LOANS TO DIRECTORS AND OFFICERS PROHIBITED

No loan shall. be made by the Association to its Directors or Officers. Notwithstanding the foregoing, the Directors of the Association who vote for or assent to the making of a loan to a Director or Officer of the Association, and any Officer or Officers participating in the making of such loan, shall be jointly and severally liable to the Association for the amount of such loan until the repayment thereof. Any Director against whom a claim shall be asserted under or pursuant to this Article VII shall be entitled to contribution front the other Directors who voted for the action upon which the claim is asserted. To the extent that any Director is required to pay such claim, he or she shall be subrogated to the rights of the Association against the debtor on the loan.

ARTICLE VIII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. Indemnification. Subject to the provisions of Sections 3, 5, and 6 of this Article V111, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association) by reason of or arising from the fact that such person is or was a Director or officer of the Association, or is or was serving at the request of the Association as a director, officer, partner, or trustee of another association, corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgements, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding if (i) such person acted in good faith and in a manner reasonably believed to be in the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct in question was unlawful, or (ii) the act or omission giving rise to such action, suit or proceedings ratified, adopted or confirmed by the Association or the benefit thereof received by the Association. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal action or proceeding, shall not create a presumption that such person had reasonable cause to believe the conduct in question was unlawful; and settlement further shall not constitute any evidence of any of the foregoing.

Section 2. Action by Association. Subject to the provisions of Sections 3, 5, and 6 of this Article VIII, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of or arising from the fact that such person is or was a Director or Officer of the Association, or is or was serving at the request of the Association as a director, officer, partner or trustee of another association, corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if (i) such person acted in good faith and in a manner reasonably believed to be in the best interests of the Association, or (ii) the act or omission giving rise to such action or suit is ratified, adopted or confirmed by the Association or the benefit thereof received by the Association; provided, however, that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable for gross negligence or deliberate misconduct in the performance of such person's duty to the Association unless, and only to the extent that, the court in which action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3. Determination of Right to Indemnification in Certain Cases. Subject to the provisions of Sections 5 and 6 of this Article VIII, indemnification under Sections 1 and 2 of this Article VIII automatically shall be made by the Association unless it is expressly determined by a majority vote of a quorum of the Board consisting of Directors who were not parties to the action, suit, or proceeding as to which indemnification would be made, or if such a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, that indemnification of the person who is or was an Officer, or Director, or is or was serving at the request of the Association as an officer, director, partner, or trustee of another association, corporation, partnership, joint venture, trust, or other enterprise, is not proper in the circumstances because the applicable standard of conduct set forth in Section 1 or 2 of this Article VIII has not been met.

Section 4. Indemnification of Persons Other than Officers or Directors. In the event any person not included within the group of persons referred to in Sections 1 and 2 of this Article VIII was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding of a type referred to in Section 1 and 2 of this Article VIII by reason of or arising from the fact that such person is or was an employee or agent of the Association, or is or was serving at the request of the Association as an employee or agent of another association, corporation, partnership, joint venture, trust, or other enterprise1 the Board by a majority vote of a quorum (whether or not such quorum consists in whole or in part of Directors who were parties to such action, suit, or proceeding) may, but shall not be required to, grant to such person a right of indemnification to the extent described in Section 1 or 2 of this Article VIII as if the person were referred to therein, provided that such person meets the applicable standard of conduct set forth in such Sections.

Section 5. Successful Defense. Notwithstanding any other provision of Section 1, 2, 3, or 4 of this Article VIII, but subject to the provisions of Section 6 of this Article VIII, if a Director, Officer, employee, or agent is successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 1, 2, or 4 of this Article VIII, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

Section 6. Condition Precedent to Indemnification. Any person who desires to receive the benefits conferred by this Article VIII shall notify the Association reasonably promptly upon being named a defendant to an action, suit, or proceeding of a type referred to in Section 1 or 2 of this Article VIII, that such person intends to rely upon the right of indemnification described in this Article VIII. The notice shall be in writing and mailed via registered or certified mail, return receipt requested, to the President at the executive offices of The Association or, in the event the notice is from the President, to the registered agent of the Association. Failure to give the notice required hereby shall entitle the Board by a majority vote of a quorum (consisting of Directors who, insofar as indemnity of employees or agents is concerned, may or may not have been parties) to make a determination, in their sole discretion, that such failure was prejudicial to the Association in the circumstances and that the right to indemnification under this Article VIII shall therefore be denied in its entirety or reduced in amount.

Section 7. Insurance. At the discretion of the Board, the Association may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Association, or is or was serving at the request of the Association as a director, officer, partner, or trustee of another association, corporation, partnership, joint venture, trust, or other enterprise against any liability asserted and incurred in any such capacity, or arising out of status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Article VIII.

Section 8. Former Officers and Directors. The indemnification provisions of this Article VIII shall be extended to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 9. Purposes and Exclusivity. The indemnification referred to in this Article VIII shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, agreement, action of the Board or otherwise.

ARTICLE IX

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board may authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, 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 Association, shall be signed by such Officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by the Board.

Section 3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select.

Section 4. Gifts. The Board may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.

ARTICLE X

BOOKS AND RECORDS


Section 1. General. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board and committees having any of the authority of the Board and shall keep at its registered or principal office a record giving the names and addresses of the Directors entitled to vote. All books and records of the Association may be inspected by any Director, or his agent or attorney, for any proper purpose at any reasonable time.

Section 2. Financial Statements. At the close of each taxable year the Directors at their option may engage an accountant to prepare a financial statement for the Association. The Association shall make copies of any such financial statement available on request to any Owner.

ARTICLE. XI

AMENDMENTS TO BYLAWS

Prior to the Turnover Date, these Bylaws may be amended at any time and from time to time by Declarant. Thereafter, these Bylaws may be amended only (i) by majority vote of the Board, or (ii) upon the affirmative vote of 65 percent or more of the Owners, with each Owner having one vote for each Lot owned. For purposes of this Article XI, if there is more than one Owner of any Lot, such Owners shall together be considered a single Owner with respect to such Lot.

ARTICLE XII

NOTICES

Section 1. Generally. All notices under these Bylaws shall be in writing. Any such notice shall be deemed effective on the earlier of the date of delivery or, if mailed, three business days following the date of mailing, if addressed to the addressee at the address, if any, designated in the Association's records.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of The Oregon Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or under these Bylaws, 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.

ARTICLE XIII

HEADINGS

The captions and headings contained in these Bylaws are for convenience only and shall not in any way affect the meaning or interpretation of these Bylaws

ARTICLE XIV

SEVERABILITY

In the event any provision of these Bylaws is determined to be invalid or unenforceable, that determination shall not affect the validity or enforceability of any other provision or of the sane provision as applied to a different situation.


I, Timothy C. McGrath, as Secretary of Highland Summit Owners’ Association, do hereby certify the foregoing to be the Bylaws of the Association, as adopted by the Board on the 29th day of October, 1991.