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BY-LAWS
SEMINOLE ESTATES RESIDENTS ASSOCIATION (SERA)
A NON-PROFIT CORPORATION

Article I — NAME

The association shall be known as "Seminole Estates Residents Association" (hereafter known as "SERA") located in Beaverton, Oregon. The mailing address is 100 SW 195th Avenue, Box 212, Beaverton, Oregon 97006.

Article II — PURPOSE AND REGISTRATION

Section I — Purpose

The purpose of SERA shall be to:

  1. Function as the duly elected Tenants Committee of Seven to represent the tenant Residents of Seminole Estates to park Owners and/or park management per Oregon Revised Statute 90.600(5)(a).

  2. Maintain an active interest in the community affairs of Seminole Estates.

  3. Maintain communication among Residents, on-site management, and the ownership of Seminole Estates Manufactured Home Park.

  4. May represent Resident(s) issues with on-site management and/or Park ownership.

  5. Distribute information of interest to Residents.

  6. Plan and coordinate SERA sponsored social activities.

Section II — Registration

SERA is a mutual-benefit, non-profit corporation registered with the State of Oregon, Corporation Division, and shall operate on a non-profit basis according to Oregon and Federal Laws. All incomes received shall be for the purpose of the Association, and no part of any income shall be used for the personal benefit of any Director or member of SERA.

Article III — MEMBERSHIP

Section I — Basis — Oregon Law

All Residents of Seminole Estates, other than on-site manager(s), are automatically members of SERA.

Section II — SERA Definition of a Resident

The following definition is consistent with park management:

A Resident is: A person who resides in a home in Seminole Estates and is registered as a Resident by the Management Office. This person's name appears on the official title of the house and/or on the lease or rental agreement.

Section III — Residents Rights

All Residents have the following rights to:

  1. Attend and participate in SERA Residents meetings

  2. Vote on motions in SERA Residents meetings as defined in the SERA Operating Policies and Procedures.

  3. Be a candidate for election to the SERA Board of Directors

  4. Vote in the elections of the Board of Directors as limited to one vote per household in conformance with Oregon state law.

  5. Attend SERA-sponsored social activities

Section IV — Others Living in Seminole Estates

Others living in Seminole Estates are not entitled to Resident rights as defined above. They may attend, but not participate in, SERA Resident meetings. They may join SERA Social and participate in Social activities. Others living in Seminole Estates include:

  1. Caregiver: A person providing care to a resident and living in the Resident's home with the permission of the Seminole Estates Management.

  2. Live-in Occupant: A person at least 50 years of age who lives with a Resident but whose name does not appear on the official title of the house and/or on the lease or rental agreement.

  3. Guest: A person who visits a Resident up to a maximum of thirty (30) days per year.

Article IV — BOARD OF DIRECTORS

Section I — Number of Board of Directors

The Board of Directors shall consist of up to seven (7) elected Residents. Any permanent increase or decrease from this number of Directors shall require a two-thirds majority vote of those in attendance at a SERA Residents Meeting.

Section II — Authority

In matters of administrative and financial affairs, the SERA Board of Directors:

  1. Function as the duly elected Tenants Committee of Seven to represent the tenant Residents of Seminole Estates to park Owners and/or park management per Oregon Revised Statute 90.600(5)(a).

  2. Shall be responsible for all SERA property and SERA social affairs.

  3. Is vested with all powers possessed by the Association insofar as this delegation of authority is consistent with the laws of the State of Oregon.

  4. Shall create and maintain SERA Operating Policies and Procedures to detail various processes, affairs, operations and procedures. Official copies of these Operating Policies and Procedures shall be kept by the Board along with the current version of these bylaws, and these shall be available to all Residents.

  5. Shall have spending limits as defined in the Operating Policies and Procedures.

Section III — Terms

  1. A Director's term of office is for two (2) years. The year for these offices shall run consecutively from July 1 through June 30.

  2. Terms shall be staggered so that three (3) directors are elected in the odd-numbered years and four (4) directors are elected in the even-numbered years.

  3. Members of the Board of Directors must be elected, not appointed.

  4. Once a Board member's two-year term of office expires, the outgoing Board member is eligible for re-election for another two-year term of office but will be ineligible for re-election to a third term for a period of two years.

Section IV — Removal

Any Board member can be removed from office if such removal is deemed in the best interest of the Association by a two-thirds majority vote of the members attending a SERA Residents Meeting.

Section V — Vacancies

In the event a Board position becomes vacant for any reason, the Board of Directors shall, at the next regular Residents Meeting or at a special meeting called for the express purpose, ask for a vote to determine if the vacancy should be filled or left vacant. Vacancies do not need to be filled. If it is determined that the position should be filled, that can occur in one of two ways:

  1. Special Election
    A sign shall be posted prominently around and/or in the Seminole Estates Clubhouse, announcing the special election which shall occur at least twenty eight days after the vote which called for the position to be filled. The Special Election may occur during a Residents Meeting or at a special Residents Meeting called for express purpose after the twenty eight day period. The new Board Member elected by this process shall serve the remainder of the term for the person who created the vacancy.

  2. Next Election Cycle
    If the vacancy occurs during the first year of the member's two year term, then the election for a replacement may be either a Special Election described in Section V.A. above, or as an additional Board vacancy to be filled in the next normal election in June. Then after the new Board is elected, it may decide who will serve the one or two year terms. This decision does not have to be made until the following spring, just before the next upcoming election.

Voting for Board Members must be conducted in accordance with SERA Bylaws.

Article V — OFFICERS

Section I — Officers

The officers of the Association shall consist of a President, Vice-President of Business Affairs, Vice-President of Social Affairs, Secretary and Treasurer, chosen from the Board of Directors. This selection shall be made by the Board of Directors as soon as possible following the election. All other members of the Board of Directors shall be Directors at Large.

Section II — President

The President of the Association shall perform the duties common to the office in accordance with the SERA Operating Policies and Procedures.

Section III — Vice-President of Business Affairs

The Vice-President of Business Affairs shall perform the duties common to the office in accordance with the SERA Operating Policies and Procedures.

Section IV — Vice-President of Social Affairs

The Vice-President of Social Affairs shall perform the duties common to the office in accordance with the SERA Operating Policies and Procedures.

Section V — Secretary

The Secretary shall perform the duties common to the office in accordance with the SERA Operating Policies and Procedures.

Section VI — Treasurer

The Treasurer shall perform the duties common to the office in accordance with the SERA Operating Policies and Procedures.

Section VII — Directors at Large

Directors at Large shall have full voting powers and shall perform duties as assigned by the President or Board of Directors.

Article VI — BOARD OF DIRECTORS' MEETINGS

Section I — Executive Board Meetings

The Board of Directors may meet in closed executive sessions to plan and discuss park issues. The minutes of these meetings will not be publicly posted or circulated.

Section II — Special Meetings

The President or any three (3) Directors may call a Special Meeting of the Board of Directors. Special meetings shall be conducted the same as Executive Board meetings.

Section III — Quorum

For the transaction of business, a majority of the Board of Directors is required to constitute a quorum.

Article VII — RESIDENTS MEETINGS

Section I — Residents Meetings

  1. The Board of Directors shall conduct regular Residents Meetings in accordance with SERA Bylaws, SERA Operating Policies and Procedures, and Robert's Rules of Order. Residents Meetings are open to all Residents.

  2. Eligibility to attend SERA Residents Meetings is defined in SERA Operating Policies and Procedures.

Section II — Annual Meeting of Residents

The Annual Meeting of Residents shall be held in June for the purpose of announcing the results of the election of the Board of Directors and transaction of such other business as may properly come before the meeting.

Section III — Special Meeting(s) of the Residents

A special meeting of the Residents may be called by the President, by three (3) or more Directors, or at the request of members having one-tenth (1/10th) of the votes entitled to be cast at such a meeting. Written notice stating the place, date, hour and the purpose of the meeting shall be posted on the bulletin board at the clubhouse of Seminole Estates at least seven (7) days prior to the meeting.

Section IV — Candidates Forum

A meeting will be held in the first week of June to meet the candidates running for election.

Section V — Voting in Residents Meeting

  1. Eligibility to vote is defined in the SERA Operating Policies and Procedures.

  2. Votes — A majority of the votes cast by Residents at a Residents Meeting shall be necessary for the adoption of any matter unless a greater proportion is required by these Bylaws or SERA Operating Policies and Procedures.

Section VI — Member Conduct

All members shall refrain from the use of profanity, personal attacks, or other disruptive behavior during SERA Resident meetings or any Board meeting. Members shall treat the Presiding Officer, Board Members, invited guests, and each other with respect and dignity at all times during the Meeting.

Article VIII — ELECTION OF BOARD OF DIRECTORS

Section I — Nomination of Candidates

  1. The President shall appoint a Nominating Committee, consisting of three (3) members, not later than April 15th. The Nominating Committee shall be announced at the April SERA Residents Meeting. The Nominating Committee shall obtain at least one (1) nominee for each board vacancy, with the goal of having more candidates than open vacancies.

  2. The names of the nominees obtained by the Nominating Committee shall be announced at the May Residents Meeting, and nominations from the floor will be asked for and accepted.

  3. If there are fewer candidates than open Board positions, then the Board may operate with fewer than seven (7) Directors.

  4. The final list of nominees shall be posted on the clubhouse bulletin board within five (5) days following the May Residents Meeting.

Section II — Election Procedures

  1. Election by Acclamation

    At the May Residents Meeting, after asking for nomination from the floor, if the final number of candidates is equal to, or fewer than, the number of Board vacancies, then a motion to elect by acclamation may be requested. If the motion passes, the candidates may be elected by acclamation and the June election cancelled. These newly elected candidates will take office on July 1. If the motion to elect by acclamation fails, then an election will be held in June.

  2. Ballot Preparation

    The Secretary, or designee, shall prepare a ballot listing the names of all nominees alphabetically.

  3. Absentee Voting

    Absentee voting materials will be available no later than June 1 from the Secretary and at least one (1) other person designated by the Board of Directors. To be counted, absentee ballots must be received by the day of the election.

  4. Election Day Process

    The election shall be held in the clubhouse during the designated hours on the designated election day. Poll Watchers (volunteer residents) shall be appointed to oversee the election process.

    1. Ballot Counters and Observers

      Ballot counting shall begin in a private location as soon as possible after the close of the election on Election Day. The Ballot Counters shall consist of two (2) Residents appointed by the Board of Directors. Election Vote Observers shall consist of no more than one (1) Board Member and one (1) Resident. Their assigned duties will include observing the ballot-counting process for the accurate counting of votes.

    2. Members of the Board of Directors shall be elected by a plurality of the votes cast in the election.

    3. Election Results

      At the June Annual Residents Meeting, the President shall announce the new Board Members.

Article IX — COMMITTEES

Section I — Committee Formation

  1. Committees may be established by the Board for specific purposes, to manage certain activities, or to perform certain tasks.

  2. The President may either select all committee members or select a chairperson to whom authority is delegated to select the other committee members.

  3. The Board shall approve the committee purpose and all committee members.

Section II — Committee Continuance

The Board may terminate a committee at any time. The term of all committees automatically terminates not later than on the day of the first Board Meeting in July of each year. In that first Board Meeting in July, the newly established Board may choose to continue the existence of each committee.

Article X — INDEMNITY

Members of the SERA Board of Directors are indemnified as set forth in the Oregon Revised Statutes, Chapter 65 (ORS 65.387 to 65.414) Non-profit Corporations.

Article XI — BYLAWS AMENDMENTS AND REVISIONS

Proposed amendments and revisions to these Bylaws shall be made in writing and submitted to the Board of Directors for consideration. If approved by a majority vote of the Directors, the proposed amendment or revision shall be posted on the clubhouse bulletin board for at least ten (10) days prior to the meeting of members. For adoption, the amendment or revision must be approved by two-thirds (⅔) vote of those members voting at a regular Residents Meeting.

Adopted: June 2, 2021

These Bylaws replace the original version adopted March 16, 2000, previously recorded in Washington County as Document #2000-039581 and all subsequent versions including those adopted October 18, 2018, previously recorded in Washington County as Document #2018-072955 on 10/24/18.