ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Power. The business and affairs of the association shall be managed by the Board of Directors.
Section 2. Number, Tenure and Qualifications. The Board of Directors shall be composed of the President, Vice-President, Secretary, Treasurer and three (3) Directors. All officers and directors must be members in good standing of the association. The President, Vice-President, Secretary and Treasurer shall be elected by the membership at the annual meeting and shall serve for two (2) years. The three (3) Directors shall be elected by the membership at the annual meeting and shall serve for three (3) years. One Director shall be elected each year. ( In starting the three year cycle, at the first meeting after the acceptance of this Section 2, Article IV, One Director will be elected for three (3) years, one for two (2) years, and one for one (1) year. ) In the event an officer or director can no longer qualify as a member of the association, he or she shall thereupon automatically cease to be a director and his or her office shall become vacant without necessary action by the board and/or the membership.
Section 3. Regular Meetings. By resolution, the Board may provide the time and place within the State of Washington for holding regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special Board meetings may be called by or at the request of the President or any three (3) directors. The person or persons authorized to call special board meetings may fix any place either within or without the State of Washington as the place for holding any special board meeting called by them.
Section 5. Notice. Written notice of each special meeting shall be delivered in person, by mail, or by email to each director at his or her business address, home address, or email address at least two days before the meeting. If such notice is emailed or placed in the United States mail, postage prepaid, and addressed to the member's last known address, notice shall be deemed to have been given. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 6. Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any Board meeting, but, if less than such majority be present at a meeting, the directors present may adjourn the meeting.
Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 8. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors though the remaining Directors may constitute less than a quorum of the Board. The one exception to this is the fact that the elected Vice-President shall automatically assume the title and duties of the President in case that office is vacated. The office to be filled then by action of the Board will be that of the Vice-President. An officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any director elected to replace a three year elected director shall be elected until the next annual meeting when the full unexpired term of the vacancy shall be filled by the vote of the membership.
Section 9. Removal. At a meeting of the membership called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the majority of the members in good standing entitled to vote on election of directors.
Section 10. Compensation. By Board resolution, directors may be paid their expenses, if any, incurred while transacting official business for the association. No such payment shall preclude any director from serving the association in any other capacity and receiving compensation therefor.
Section 11. Presumption of Assent. A director of the association present at a Board meeting at which action on any association matter is taken shall presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or unless he or she forwards such dissent by registered mail to the Secretary of the association immediately after the adjournment of the meeting. A director who voted in favor of such action may not dissent.
Section 12. Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by a majority of the directors. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
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