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NHLHA Homeowners Association
NORTH HENRY'S LAKE HOMEOWNERS
ADOPTED JULY 8, 1978 - UPDATED JUNE 19, 1998)
Changes made to this document in
September, 2013, by a vote of
members are in italics.
BY-LAWS OF NORTH HENRY'S LAKE HOMEOWNERS ASSOCIATION, INC.
(ORIGINAL BY-LAWS ADOPTED JULY 8, 1978 - UPDATED JUNE 19,
Changes made to this document in September, 2013,
by a vote of the members are in italics.
NAME AND LOCATION
The name of
the corporation is North Henry's Lake Homeowners
Association, Inc. hereinafter referred to as the
"Association". The principal office of the corporation shall
be located at the Henry's Lake Lodge Subdivision, Island
Section 1. "Association" shall mean and refer
to North Henry's Lake Homeowners Association, Inc, its
successor and assigns.
Section 2. "Common area"
shall mean and refer to all real property owned by the
Association for the common use and enjoyment of the owners
and shall include streets, all water facilities, water
rights and lands acquired by the Association.
3. "Declaration" shall mean and refer to the Declaration of
Covenants. Conditions and Restrictions applicable to each of
the five Divisions in Henry's Lake Lodge Subdivision filed
in the office of the County Recorder of Fremont County,
(NEW-2013) Section 4. Lot shall mean and refer
to any residential lot shown on the original plat except for
any subsequent plat of Block 2, 3, 4, & 5 of Division One
of Henry's Lake Lodge Subdivision recorded in the office of
the County Recorder by Fremont County, Idaho. Any
previously separated lots that have been legally amended and
replatted as a sigle Lot in Block, 2, 3, 4, & 5 of Division
One, by plat recorded in the office of the County Recorder
of Fremont County, shall be considered a single lot for
purposes of these By-Laws.
Section 5. Member shall
mean and refer to thos persons entitled to membership as
Section 6. "Owner" shall mean
and refer to the record owner, whether on or more persons or
entities, of the fee simple title to any lot which is a part
of Henry's Lake Lodge subdivision, including contract
sellers, but excluding those having such interst merely as
security for the performance of an obligation.
MEMBERSHIP AND VOTING RIGHTS
Section 1. Membership. Every owner of a lot
which is subject to assessment shall be a member of the
association. Membership shall be appurtenant to any may not
be separated from ownership of any lot which is subject to
assessment. Ownership of such lot shall be the sole
qualification for membership.
Section 2. Transfer of
Membership. The membership held by any record owner of a lot
shall not be transferred, pledged or alienated in any way,
except upon sale or assignment of such lot and then only to
the purchaser or assignee thereof. Membership shall be
transferee concurrently with the recordation of the transfer
of ownership of the lot to which it relates.
Section 3. Voting Rights. The association shall have one
(1) class of voting membership. Members shall be entitled to
one (1) vote for each Lot owned by such Member.
Section 4. Compliance. Every member of the Association shall
be subject to and shall abide by the provisions of the
Articles of Incorporation of the Association, these By-Laws,
the Declaration and any rules and/or regulations from time
to time promulgated by the Board of Directors of the
Association. The foregoing is not intended to include
persons or entities who hold an interest merely as security
for the performance of an obligation.
Termination of Membership. Membership in the Association
shall automatically terminates and only if the owner of a
lot sells or transfers his interest in such lot.
Section 6. Assessments and Charges
(a) Payment of
Assessments and charges. the rights of membership in the
association are subject to the payment of fees, dues and
annual, special and extraordinary assessments from time to
time levied by the association, the obligation of which
assessments or charges is imposed personally against each
owner. In the event of nonpayment, the member shall be
barred from the use of the common area, including the right
of delivery of water to the member. The terms and
provisions of the Declaration are incorporated herein and
made a part hereof by this reference thereto.
Joint and Several Liability for Dues. Fees and Assessments.
The members of the association shall be jointly, severally
and personally liable for the payment of such dues, fees,
and annual, special and extraordinary assessments levied
by the association against each and every lot in which they
have an ownership interest of record, pursuant to the
provisions of the Declaration and these By-laws.
Uniform Rate. All dues, annual and special assessments must
be fixed a a uniform rate for all lots.
Liabilities of Members. No member of the association shall
be personally liable for any of the debts, liabilities
and/or obligations of the Association.
(e) Costs of
Disconnection From Water System. In the event of nonpayment
or delinquency in assessments by any owner to pay all dues,
annual and special assessments levied by the North Henry's
Lake Homeowners Association, Inc. the Board of Directors may
disconnect the water service from the property to be levied
against the property owner together with any and all costs
which are incurred to re-hook or restore the water service
to the owner. If a water service has been disconnected, the
property owner must make payment in full for any assessment,
cost of discontinuing service and cost of reconstructing the
service in full prior to reconnection of the service
together with all interest and costs incurred by North
Henry's Lake Homeowners Association, Inc.
MEETING OF MEMBERS
Annual Meetings. All annual and other meetings of members
shall be held at the principle office of the association, or
at any other place within Fremont county, which may be
designated by the Board of Directors. The first annual
meeting of the members shall be held the second Saturday of
July 1978. Subsequent regular annual meetings of the
members shall be held on the same day of the same month of
each year thereafter, at the hour of 10:00 am.
Section 2. Special Meetings.
Special meetings of the
members may be called at any time by the president or by the
Board of Directors, or upon written request of one-fourth
(1/4) of the members entitled to vote.
Notice of Meetings. Written notice of each meeting of the
members shall be given by, or at the direction of, the
secretary or person authorized to call the meeting by
mailing a copy of such notice, postage prepaid, at least
(15) days before such meeting to each member entitled to
vote, addressed to the member's address last appearing on
the books of the Association, or supplied by such member for
the purpose of notice. Such notice shall specify the place,
day and hour of the meeting, and , in the case of a special
meeting, the purpose of the meeting.
Quorum. The presence at the meeting of members entitled to
cast, or of proxies entitled to cast, twenty-five (25)
percent of the votes of the membership shall constitute a
quorum for any action except as otherwise provided in the
Articles of Incorporation, the Declaration, or these
By-Laws. If, however, such quorum shall not be present or
represented at any meeting, the members entitled to vote
thereat shall have the power to adjourn the meeting from
time to time, without notice other than announcement the
meeting, until a quorum shall be present or be represented.
Section 5. Proxies. At all meetings of members, each
member may vote in person or by proxy. All proxies shall be
in writing and filed with the secretary. Every proxy shall
be revocable and shall automatically be revoked when the
member is no longer an owner. Unless otherwise specifically
stated in the proxy, a proxy shall be valid for eleven (22)
months after execution.
Section 6. Entry of Notice.
Whenever any member entitled to vote has been absent from
any meeting of members, whether annual or special, an entry
in the minutes to the effect that notice has been fully
given shall be conclusive and incontrovertible evidence that
due notice of such meeting was given to such member or
members as required by law and by the Articles of
Incorporation, Declaration and By-Laws of the Association.
Section 7. Voting. Voting may be viva voice or by
ballot, provided, however, that all elections for directors
must be by secret written ballot upon demand made by any
member at any election and before the voting begins.
Section 8. Consent of Absentees. The transaction of business
at any meeting of members, either annual or special, however
called and noticed, shall be as valid as though it had been
at a meeting uly held after regular call and notice.
a quorum be present either in person or by proxy, and if,
either before or after the meeting, each of the members
entitled to vote, not present in person or byproxy, signs a
written waiver of notice, or a consent to the holding of
such meeting, or an approval of the minutes thereof. All
such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the
Section 9. Action Without Meeting. Any
action which under the provision of the laws of the State of
Idaho may be taken at a meeting of the members, may be taken
without a meeting, if authorized by the same vote of all the
members who would be entitled to vote at a meeting for such
purpose, and filed with the Secretary of the Association.
BOARD OF DIRECTORS: SELECTION: TERM
Section 1. Number. The affairs of
this Association shall be managed by a Board of seven (7)
Directors who shall be members of the Association.
Section 2. Term of Office. At the first annual meeting the
members shall elect three (3) directors for a term of one
(1) year, two (3) directors for a term of two (2) years, and
two (2) directors for a term of three (3) years. At each
annual meeting thereafter the members shall elect directors
to fill the expiring terms. No director may be re-elected
unless at least one (1) year shall have expired since his
last term of office.
Section 3. Vacancies. Vacancies
in the Board of Directors may be filled by a majority of the
remaining directors, though less than a quorum, and each
director so elected shall hold office for the unexpired term
of his predecessor and until his successor is elected at an
annual meeting of members, or at a special meeting called
for that purpose. Any director may be removed from the
Board, with or without cause, by a majority vote of the
members cast in the same manner as such votes may be cast
for the election of directors as set forth in these by-Laws.
A Vacancy or vacancies shall be deemed to exist in case
of death, resignation, or removal of any director, or if the
members shall increase the authorized number of directors
but shall fill at the meeting at which such increase is
authorized or at an adjournment thereof, to elect the
additional directors so provided for, or in the case members
fail at any time to elect the full number of authorized
The members may at any time elect
directors to fill in any vacancy not filled by the directors
and may elect the additional directors at the meeting at
which an amendment of the By-Laws is voted authorizing an
increase in the number of directors.
If no director
tenders his resignation to the Board of Directors, the Board
shall have power to elect a successor to take office at such
time as the resignation shall become effective.
Section 4. Compensation. No director shall receive
compensation for any service he may render to the
Association. However, any director may be reimbursed for his
actual expenses incurred in the performance of his duties.
NOMINATION AND ELECTION OF
Section 1. Nomination. Nomination
for election to the Board of Directors shall be made from
the floor at the annual meeting. The directors shall be
elected at large, from any Division of the Subdivision.
Section 2. Election. The members or their proxies may
cast, in respect to each vacancy on the Board of Directors,
as many votes as they are entitled to exercise under the
provision of Article III, Section III of these By-Laws.
There shall be no cumulative voting.
MEETING OF DIRECTORS
Regular Meetings. Regular meetings of the Board of Directors
shall be held immediately before the annual meeting.
Section 2. Special Meetings. Special meetings of the
Board of Directors shall be held when called by the
president of the association, or by any two (2) directors,
after not less than three (3) days notice to each director.
Section 3. Quorum. A majority of the number of
directors shall constitute a quorum for the transaction of
business. Every act or decision done or made by a majority
of the directors present at a duly held meeting at which a
quorum is present shall be regarded as the act of the Board.
Section 4. Notice of Adjournment. Notice of adjournment
of any directors' meeting, either regular or special, need
not be given to absent directors, if the time and place are
fixed at the meeting adjourned.
Section 5. Entry of
Notice. Whenever any director has been absent from any
special meeting of the Board of Directors, an entry in the
minutes to the effect that notice has been duly given shall
be conclusive and incontrovertible evidence that due notice
of such special meeting was given to such director, as
required by law and by the By-Laws of the Association.
Section 6. Waiver of Notice. The transactions of any
meeting of the Board of Directors however called and noticed
or wherever held, shall be a valid as though it had been at
a meeting duly held after regular call and notice, if a
quorum be present, and it, either before or after the
meeting, each of the directors not present signs a written
waiver of notice, or a consent to holding such meeting, or
an approval of the minutes thereof. All such waivers,
consents, or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Section 7. Adjournment. A quorum of the directors may
adjourn any directors' meeting to meet again at a stated day
and hour. In the absence of a quorum, a majority of the
directors present at any directors' meeting, either regular
or special, may adjourn from time to time until the time
fixed for the next regular meeting of the Board.
Section 8. Attendance at Meetings. If a director shall fail
to attend four (4) consecutive meetings of the Board of
Directors with leave of absence granted by said Board of
directors his office as a director may be declared vacant
by a vote of a majority of all the remaining directors.
Section 9. Action by Written Consent in Lieu of Board
Action required or permitted to be taken by the
Board of Directors may be taken without a meeting if all
members of the Board shall individually or collectively
consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings
of the Board and shall state that the action was taken by
unanimous written consent of the Board of Directors without
a meeting and that the By-Laws of the association authorized
the directors to so act. Such action by written consent
shall have the same force and effect as an unanimous vote of
DUTIES OF THE BOARD OF DIRECTORS
Powers. Subject to limitations of the Articles of
Incorporation, the Declaration, or the By-Laws, and the laws
of the State of Idaho as to action required to be
authorized or approved by the members, and subject to the
duties of directors, as prescribed by the By-Laws, all
corporate powers shall be exercised by or under the
authority of, and the business and affairs of the
association shall be controlled by the Board of Directors.
Without prejudice, to such general powers, but subject to
the same limitations, the directors shall have the following
powers, to wit:
(a) To select and remove all the
other officers, agents and employees of the association,
prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation,
the Declaration, or these By-Laws, fix their compensation
and, at the discretion of the directors, require from them
security for faithful service.
(b) To adopt and
publish rules and regulations governing the use of the
common areas and facilities, and the personal conduct of the
members and their guests and delegates thereon, and to
establish penalties for the infraction thereof, including,
but not limited to the suspension of voting rights and the
right to use and enjoy the common areas.
conduct, manage and control the affairs and business of the
(d) To establish and change the principal
office for the transaction of business of the association
from one location to another within Fremont County, to
designate any place within Fremont County for the holding of
any members' meeting or meetings, and to adopt, make and use
a corporate seal and to alter the form of such seal from
time to time as in their judgment they deem best, provided
that the form of such seal shall at all times comply with
the applicable provisions of law.
(e) To borrow money and
incur indebtedness for the purposes of the Association, and
subject to the provisions of the Articles of Incorporation
of the Association to cause to be executed and delivered
therefor, in the association name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges,
hypothecations or other evidence of debt and securities
(f) To maintain and otherwise manage and
administer, or cause to be managed and administered, the
common areas and facilities, and all other property acquired
by the association, and to contract and pay maintenance,
gardening, utilities, materials and supplies and services
relating to the common areas and/or facilities, and to
employ personnel reasonable necessary for the operation of
the Association, including lawyers and accountants where
(g) To maintain, or cause to be maintained,
such easements, water systems, and other areas as may be
established from time to time.
(h) To pay taxes and
special assessment which are or would become a lien on the
(j) To undertake the reconstruction of any
portion or portions of the common areas damaged or
(k) To employ a manager, an independent
contractor, or such other employees as they deem necessary,
and to prescribe their duties.
(l) To prepare a
Budget for the ensuing year which will fix and levy against
the members of the Association such fees and dues as may be
deemed reasonably necessary to the board of Directors.and
shall require approval by a majority of the members present
or represented be deemed reasonable necessary to the Board
of Directors. Said budget shall be submitted to the Members
at the Annual Meeting of Members and shall require approval
by a majority of the members present of represented by proxy
at said meeting. The amount of the annual assessment against
each Lot shall by by the number of Lots. If a quorum is not
present at the annual homeowner's meeting, the prior year's
buget will be used for assessment purposes.
(m) To grant
any powers or act as the Architectural Control Board of each
Division of the Henry's Lake Lodge Subdivision as provided
in the Declaration, and to exercise all other powers granted
to the Board of Directors by the Articles of Incorporation
on these By-Laws, or the lows of the State of Idaho.
Section 2. Duties. It shall be the duty of the Board of
(a) To cause to be kept a complete record of
all of its acts and corporate affairs, and cause an annual
independent examination or audit of the association's
account or accounts to be made, and to cause a copy of such
report to be available to each member within thirty (30)
days of completion, additionally, to cause the preparation
of an annual operating statement reflecting income and
expenditures of the association for its fiscal year and the
distribution of such annual operating statement to each
member of the Association within ninety (90) days after the
end of each fiscal year.
(b) As more fully provided in
the Declaration, to:
(1) Fix the amount of the annual and
special assessments against each lot at least thirty (30)
days in advance of each annual assessment period. (2)
Prepare a roster of the lots within the Henry's Lake Lodge
Subdivision and the assessments applicable thereto which
shall be kept in the office of the association and shall be
open to inspection by any owner by prearranged appointment
with the president or treasurer, and (3) Send written notice
of each assessment to every owner subject thereto at least
fifteen (15) days in advance of each annual assessment
(c) To issue, or to cause an appropriate officer
to issue, upon demand by any owner, a certificate setting
forth whether or not any assessment or portion thereof has
been paid. A reasonable charge may be made by the Board for
the issuance of these certificates. If a certificate states
that an assessment or portion thereof has been paid, such
certificate shall be conclusive evidence of such payment.
(d) To contract and pay premiums for fire, casualty,
liability and other insurance, including indemnity and other
(e) To cause all or any officers or employees have
fiscal responsibilities to be bonded in the discretion of
(f) To cause the common areas and facilities
and all other property to be maintained and managed
pursuant to the Declaration.
(g) To procure and maintain
adequate liability and hazard insurance on property owned by
(h) To exercise all other powers granted
to the Board of Directors by the Articles of Incorporation,
or these By-Laws, or the laws of the State of Idaho.
Section 3. Indemnity of Directors or Other Agents. The
members of the association shall indemnify any member of the
Board of Directors or to other person who is a party or is
threatened to be made a party, to a threatened, pending, or
completed action or suit by reason of the fact that he is
or was a director, officer, employee, or agent of the
association, or was serving in such capacity at the request
of the Association.
(a) In cases other than an action by
or in the right of the Association, indemnification against
expenses (including attorney's fees), judgment, fines and
amounts paid in settlement actually and reasonable incurred
by him in connection with the proceeding if he acted in good
faith and in a manner he reasonable believed to be in, or
not opposed to the best interests of the association, or in
a criminal proceeding, had no reasonable cause to believe
his conduct was unlawful.
(b) In case by or in the right
of the association, indemnification against expenses
(including attorney's fees) actually and reasonable incurred
by him in connection with the defense of settlement of such
action or suit if he acted in good faith and in a manner he
believed to be in not opposed to the best interests of the
association, as determined in accordance with Idaho law.
Indemnification of a director or other person shall be made
only as authorized in each specific case upon a
determination that the applicable standard of conduct set
forth above has been met. The determination is to be made
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action,
suit, or proceeding, or
(2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested
directors so directors, by independent legal counsel in a
written opinion or (3) by the members.
It is intended
that the liability of any member of the association arising
out of any contract made by the Board of Directors or out
of the indemnity in favor of the Board of Directors shall be
limited to such proportion of the total liability thereunder
as the number of lots owned by such member within Henry's
Lake Lodge subdivision bears to the total number of lots
within Henry's Lake Lodge Subdivision. Every agreement made
by the Board of Directors or by the managing agenda or by
the manager on behalf of the Association shall provide that
the members of the Board of Directors, or the managing
agent, or the manager on behalf of the Association shall
provide that the members of the Board of Directors, or the
managing agent, or the manager, as the case may be, are
acting only as agents for the Association.
Section 1. Enumeration of
Officers. The Officers of this Association shall be a
president and a vice-president, who shall at all times be
members of the Board of Directors, a secretary, and a
treasurer, and such other officers as the Board may from
time to time by resolution create.
Election of Officers. The election of officers shall take
place at the first meeting of the Board of Directors
following each annual meeting of the members.
3. Term. The officers of this association shall be elected
annually by the Board and each shall hold office for one (2)
years, unless he shall sooner resign, or shall be removed,
or otherwise disqualified to serve.
Special Appointments. The Board may elect such other
officers as the affairs of the Association may require, each
of who shall hold office for such period, have such
authority, and perform such duties as the Board may, from
time to time, determine.
Section 5. Resignation and
Removal. Any officer may be removed from office by the
Board, with or without cause. Any officer may resign at any
time by giving written notice to the Board, the president or
the secretary. Such resignation shall take effect on the
date of receipt of such notice or at any later time
specified herein, and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to
make it effective.
Section 6. Vacancies. A Vacancy in
any office may be filled by appointment by the Board. The
officer appointed to such vacancy shall serve for the
remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The offices of secretary and
treasurer maybe held by the same person. No person shall
simultaneously hold more than one of any of the other
offices except in the case of special offices created
pursuant to Section 4 of the Article.
Duties. The duties of the officers are as follows:President:
(a) The president shall preside at all meetings of the Board
of directors; shall see that order and resolutions of the
Board are carried out, shall sign all leases, mortgages,
deeds and other written instruments and shall cosign all
checks and promisory notes.
Vice President: (b) The
vice-president shall act in the place and stead of the
president in the event of his absence, inability or refusal
to act, and shall exercise and discharge such other duties
as may be required of him by the Board.
(c) The secretary shall record the votes and keep the
minutes of all meetings and proceedings of the Board and of
the members; keep the corporate seal of the Association and
affix it on all papers requiring said seal; serve notice of
meetings of the Board and of the members; keep appropriate
current records showing the members of the Association
together with their addresses, and shall perform such other
duties as required by the Board.
Treasurer: (d) The
treasurer shall receive and deposit in appropriate bank
accounts all monies of the association and shall disburse
such funds as directed by resolution of the Board of
Directors; shall sign all checks and promissory notes of the
association; keep proper books of account; cause an annual
audit of the association books to be made by a public
accountant at the completion of each fiscal year; and shall
prepare an annual budget and a statement of income and
expenditures to be represented to the membership at it s
regular annual meetings, and deliver a copy to each of the
The Association shall appoint such committees as it
deems appropriate in carrying out its purpose.
BOOKS & RECORDS
books, records and papers of the Association shall at all
times, by prearranged appointment with the president or
treasurer, be subject to inspection by any member. The
Declaration, Articles of Incorporation and the By0Laws of
the Association shall be available for inspection by any
member at the principal office of the Association, where
copies may be purchased at a reasonable cost.
fully provided in the Declaration, each member is obligated
to pay to the Association annual and special assessments
which are secured by a continuing lien with a power of sale,
upon the property against which the assessment is made. any
assessments which are not paid when due shall be delinquent.
If the assessment is not paid within thirty (30) days after
the due date, or any costs provided for in Article III,
Section 6(e) are not paid, the assessment and said costs
shall bear interest from the date of delinquency at the
legal rate, and the Association may bring an action at law
against the owner personally obligated to pay the same or
foreclose the lien against the property, either by judicial
foreclosure or power of sale proceedings, and interest,
costs and reasonable attorneys' fees of any such action or
proceeding shall be added to the amount of such assessment
and said costs. No owner may waive or otherwise escape
liability for the assessments provided for herein by nonuse
of the common area or abandonment of his lot.
Association shall have a seal in circular form having within
its circumference the words: North Henry's Lake Association,
Section 1. Power of Members. Any proposed amendment to
the By-laws must be presented by one-fourth (1/4) of the
membership to the Board of Directors or a majority vote of
the Board of Directors who must present the proposed
amendment to the membership for its vote. the Board of
Directors shall send a ballot together with the proposed
amendment to all of the members of the Association within
thirty (30 ) days of receipt of a proposed amendment. The
ballot shall be voted and returned within forty five (45)
days of the mailing date. Ballots shall be opened and
counted at a time set by the Board within thirty (30) days
of the date set for the return of the ballots. The ballot
counting shall be witnessed by at least three (3) members of
the association. A majority of the members of the
association shall be required for passage, except, as
otherwise provided by law, the Declaration, or by the
Articles of Incorporation. By-laws may only be adopted,
amended , or repealed by a majority vote of the membership.
* Note: This amendment was passed by the board just
prior to the annual meeting in 2001
Section 2. Power
of Directors. Directors may only initiate an amendment for
approval of the members. * Note: This amendment was passed
by the board just prior to the annual meeting in 2001
Section 3. In the case of any conflict between the
Articles of Incorporation and these By-Laws, the Articles
shall control; and in the case of any conflict between the
Declaration and these By-Laws, the Declaration shall
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