Is the Swiftwater Community Organization (SCO) a non-profit Corporation?

YES! Swiftwater Community Organization was registered with the state of Washington 1990, UBI# 601 283 739. We are a private, non-profit member corporation.

 

What laws pertain to the SCO? 

The SCO is obligated to follow federal and WA state laws governing HOA’s (Chapter 64.38 RCW: HOMEOWNERS' ASSOCIATIONS (wa.gov) and those governing non-profit corporations as well (Chapter 24.03A RCW: WASHINGTON NONPROFIT CORPORATION ACT). Generally, the HOA RCWs pertain to the association as a whole and the NP corporation RCW’s address the internal workings of the SCO.

 

Who are the SCO Members? 

The SCO has 100 members. Together they make up the “association” or the “membership.” Each household holds one membership in the name(s) of the property owner(s) as shown in the King County taxpayer records; not the banking entity, tenants, unnamed residents, or lien holders. Each membership is entitled to one vote on each item requiring a vote of the association. 

 

WHO ARE THE BOARD OF DIRECTORS? 

Directors are SCO Members who were elected by the SCO Membership at the required annual association meeting. That is the only time during the year directors can be elected, with the one exception; if a vacancy is created when a director(s) were legally removed at a Membership Meeting, association membership MAY opt to elect replacement board member(s) at that time. "Board of directors" or "board" means the body with primary authority to manage the affairs of the SCO. The board of directors as a group, forms the Architectural Control Committee (ACC) as stated in our Covenants. Vacancies on board of directors. (Effective January 1, 2022.) If a vacancy occurs on the board, then the vacancy may be filled by a majority of the directors remaining in office even if they constitute less than a quorum, for the remainder of their term.   

 

HOW MANY BOARD MEMBERS ARE THERE?

The SCO can have a maximum9 board members, each is elected for a term of two years. These details are fixed by our Articles of Incorporation and can only be altered through a unanimous vote of the membership. If a vacancy results in fewer members, all the way down to one, the board maintains full board powers.

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WHO ARE THE OFFICERS?

The officers of the SCO are president, treasurer, and secretary, as dictated by 24.03A. Officers are elected annually from the board of directors BY the board of directors. Any director may hold more than one officer position, as long the office of the president and secretary are not held by the same individual. Officers may be removed from their position, by a majority vote of the remaining directors, but they MAY NOT be removed from the board without a vote of the association. (Therefore, removal from “office” means they still maintain director voting rights.)

 

WHAT CAN AND CAN’T DIRECTORS DO (This is not a complete list):

SCO DIRECTORS MAY:

• Fill vacancies on the board resulting from resignation or removal for the unexpired portion of any term.

• Elect/appoint new officers (from the board of qualified directors) resulting from resignation or removal for the unexpired portion of any term.

• Establish rules and regulations for approval by the association

• Remove fellow board members from their elected officer or committee assignments (this does not remove director voting rights on all matters of the board of directors).

• Amend governing documents, as permitted in the governing documents, for approval by the association.

• Institute, defend, or intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more owners on matters affecting the homeowners' association.

• Collect fines and fees, if previously set forth in the bylaws. 

• Place a lien on any property for fines or assessments that are over 60 days overdue.

 

SCO DIRECTORS MUST:

• Prepare annual budgets and present to the SCO Membership

• Prepare a financial statement annually

• Maintain adequate records and provide copies of said records to SCO Members when requested

• Hold an Annual Meeting of the SCO Membership

• Carry out the business and operational affairs of the SCO on behalf of the SCO Membership

• Elect/assign board members to officer and committee positions on an annual basis

• Review and respond to ACC requests within 30 days of submission by SCO Members

• Surrender all SCO records and property as soon as their term in office ends 

 

SCO DIRECTORS MAY NOT: 

• Take any action that requires the vote or approval of the SCO Membership.

• Elect or remove members of the board of directors (not to be confused with officers).

• Determine the qualifications, powers, duties, or terms of office of members of the SCO board of directors.

 

MEETINGS OVERVIEW

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SCO MEMBERSHIP MEETINGS

SCO MEMBERSHIP or ASSOCIATION MEETINGS are for everyone holding a membership in the SCO. Legal notice is required and must be provided 14 days before the date of the meeting. If notice is sent by US mail or courier, an additional 5 days must be added into the notice. The notice must state all proposed business to be conducted, provide location (or detailed method of member participation), date, and time.
 

Annual Meeting of the Association

is REQUIRED for the purpose of electing directors. Other business can occur at this type of meeting, and generally it is when the board presents the SCO annual budget. All business to be voted on must be detailed in the legal notice given to the association members.

Special Meetings of the Association
may be called by the president, a majority of the board of directors, or through a written request given to the secretary by a group of 10 SCO members. 

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What things might happen at an association meeting?

• Nomination & election of directors – ONLY at meetings or at a special meeting where a quorum was present, and the owners removed member(s) of the board by a majority vote of the voting power present, in person or by proxy.

• Review and approval of the annual budgets

• Anything/everything that changes the obligation or property rights of SCO members

• Any proposed amendment to governing documents

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SCO BOARD OF DIRECTOR MEETINGS

• Board meetings, Executive Sessions, Special Board Meetings, and Committee Meetings are just that, this is a time when the directors carry out the business of the SCO. Board meetings are open to observation by all members, apart from executive sessions.

 

How are they different from SCO Membership meetings?

• Meetings of the board of directors, or of any committee designated by the board of directors, may be held with or without notice. (Special meetings of the Board require notice to be given to the board members.)

• Neither the business to be transacted, nor the purpose of, any meeting of the board of directors (or any committee designated by the board of directors need to be specified) with a few limited exceptions. 

  • Other things that may happen at board meetings:

    • Consider homeowner ACC requests

    • Elect Officers or Committee Members

    • Develop ACC standards

    • Prepare other documents that require SCO Membership approval

    • Prepare budgets and determine assessment requirements

    • Generally, there is time allotted for SCO Member comments, but members cannot expect to participate in the discussion and are not allowed to vote on matters of the board. 

    • Executive sessions may be held to discuss sensitive or legal matters

 

IMPORTANT DOCUMENTS

What are the Governing Documents? 

• Articles of Incorporation

• CC&R’s

• Bylaws 

• ACC Regulations

 

What if the Governing Documents conflict with state and federal laws?

The SCO must always follow the law. There is a hierarchy of documents to follow. 

1. Federal, state and local laws and statutes

2. Articles of Incorporation (Amendment requires a SCO MEMBER VOTE, there are limitations to amendment listed within the body of the document).

3. CC&Rs - The Declaration of Covenants, Conditions, and Restrictions (CC&Rs) take the third spot on the SCO document hierarchy. This document details the rights of homeowners and the responsibilities of the HOA board members. This document guides homeowners on what they can and can’t do, particularly when it comes to property use and other aspects of HOA living (Amendment requires a SCO MEMBERSHIP VOTE per WA STATE LAW and the CC&R document. There are additional restrictions listed within the body of the document).

4. ACC standards - these are the Architectural Standards set by the ACC Committee that control colors, styles and design of improvements on every lot. These rules can change from time to time, though the board must ensure that changes don’t come into conflict with the law other governing documents OR further impact property rights of SCO members without a vote of the membership. (Amendment requires a SCO MEMBERSHIP VOTE per WA STATE LAW).

5. HOA Bylaws - As fifth on the list, the only document the HOA bylaws prevail over is the operating rules and regulations. (Amendment requires a SCO MEMBERSHIP VOTE per WA STATE LAW if there are any alterations of the member rights).

6. Other rules and regulations, not specified in the Covenants

 

Other SCO Documents 

The SCO Board has a responsibility of maintaining other documents for the SCO members as well. Collectively, they are considered the OFFICIAL legal record of the SCO. 

• Board Meeting Minutes

• Committee meeting Minutes where decisions were made

• SCO Membership Meeting Notices and Minutes

• SCO Board Election Notices, Ballots, Minutes

• SCO Membership List 

• Insurance Policies

• Vendor Bid Proposals and Contracts

• ACC Requests

• Legal Documents — judgments, liens, and other legal records that are not subject to confidentiality agreements

• Financial Documents —including account ledgers, balance sheets, annual budgets, financial statement reviews, annual audits, invoices, reserve studies, tax returns, and bank statements

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If you have more questions, please don’t hesitate to email the board of directors at HOA-BOARD@swiftwaterhoa.com, we will do our best to provide you with an accurate answer.