Article 2
Association: Membership, Meetings, Quorum, Voting, Proxies
2.1. Membership. The Association shall have two classes of membership, Class "A" and Class "B," as more fully set forth in the Declaration. The provisions of the Declaration pertaining to membership are incorporated by this reference.
2.2. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as the Board may designate.
2.3. Annual Meetings. The first meeting of the Association, whether a regular or special meeting, shall be held within one year from the date of incorporation of the Association. Subsequent regular annual meetings shall be set by the Board so as to occur during the third quarter of the Association's fiscal year on a date and at a time set by the Board.
2.4. Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting if so directed by resolution of the Board or upon a petition signed by Members representing at least 10% of the total Class "A" votes of the Association.
2.5. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the Members shall be delivered, either personally or by mail, to each Member, as applicable, entitled to vote at such meeting, not less than 14 nor more than 60 days before the date of such meeting, by or at the direction of the President or the Secretary or the officers or persons calling the meeting. Such notice shall also state the business to be placed on the agenda. In the case of a special meeting or when otherwise required by statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the Association's records, with postage prepaid. The Board may also adopt, by rule, methods of providing electronic notice to Members, by facsimile or email.
2.6. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may waive, in writing, notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member shall be deemed waiver by such Member of notice of the time date, and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting also shall be deemed waiver of notice of all business transacted at such meeting unless an objection on the basis of lack of proper notice is raised before the business is put to a vote.
2.7. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting may adjourn the meeting to a time not less than five nor more than 30 days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business may be transacted which might have been transacted at the meeting originally called. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meetings. Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that any action taken is approved by at least a majority of the votes required to constitute a quorum.
2.8. Voting. The voting rights of the Members shall be as set forth in the Declaration and in these By-Laws, and such voting rights provisions are specifically incorporated by this reference. Members may vote in person, by proxy, or by written ballot in accordance with such rules and procedures as the Board may adopt.
2.9. Proxies. Members may vote on any matter in person or by proxy, subject to the limitations of Washington law relating to use of general proxies and subject to any specific provision to the contrary in the Declaration or these By-Laws. Every proxy shall be in writing specifying the Unit for which it is given, signed by the Member or his duly authorized attorney-in-fact, dated, and filed with the Association's Secretary prior to the meeting for which it is to be effective. Unless otherwise specifically provided in the proxy, a proxy shall be presumed to cover all votes which the Member giving such proxy is entitled to cast, and in the event of any conflict between two or more proxies purporting to cover the same voting rights, the later dated proxy shall prevail, or if dated as of the same date, both shall be deemed invalid.
Every proxy shall be revocable and shall automatically cease upon: (a) conveyance of any Unit for which it was given, (b) receipt by the Secretary of written notice of revocation of the proxy or of the death or judicially declared incompetence of a Member who is a natural person, or (c) 11 months from the date of the proxy, unless a shorter period is specified in the proxy.
2.10. Written Ballots, Any vote that may be taken at any annual or special meeting of the Members may be taken without a meeting if the Board determines that the matter or matters shall be may decided by written mail ballots. The Board shall deliver a written mail ballot to each Member (provided that only one ballot shall be delivered to and cast by Units with multiple Owners) at the registered address of such Member for receiving notices. The written mail ballot shall set forth each proposed action and provide an opportunity for the Member to vote for, against, or abstain on each matter. A written mail ballot may be distributed to and collected from the Members electronically.if a rule allowing such distribution and collection is adopted by the Board.
All solicitations for votes by written mail ballot shall indicate the number of responses needed to meet the quorum requirements, state the percentage of affirmative votes required to approve each matter, and specify the date and time by which the written mail ballot must be received by the Association to be counted. A written mail ballot may be revoked by a Member at any time before the response deadline.
Approval of action by written mail ballot shall be valid only when the number of written mail ballots received satisfies the quorum requirement for a meeting of the Members, and the number of affirmative votes cast by written mail ballot meets or exceeds the number of votes required to approve the action if a vote had been held at a meeting of the Association. The results of each action taken by written mail ballot shall be certified by the Secretary and shall be included in the minutes of meetings of the Members in the permanent records of the Association. Such action shall have the same force and effect as a vote of the Members at a meeting. Within 10 days after receiving authorization for any action by written mail ballot, the Secretary shall publish the results in a manner which fairly summarizes the material features of the authorized action.
2.11. Majority. As used in these By-Laws, the term "majority" shall mean those votes, Owners, or other group as the context may indicate totaling more than 50% of the total eligible number.
2.12. Quorum. Except as otherwise provided in these By-Laws or in the Declaration, the presence of Members representing 20% of the total Class "A" votes in the Association shall constitute a quorum at all Association meetings.
2.13. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meetings and record in a minute book all resolutions adopted and all other transactions occurring at such meetings.
2.14. Telephonic Participation. One or more Members may participate in and vote during any regular or special meeting of the Members by telephone conference call or similar communication equipment by means of which all Persons participating in the meeting can hear each other at the same time, and those Members so participating shall be present at such meeting. Any such meeting at which a quorum participates shall constitute a meeting of the Members.
|