| 4.4.1.1. |
Corporate
powers of the Community Club shall be vested in a Board of Directors.
The number of Directors who shall manage the affairs of the Community Club
shall be six. At any meeting or special meeting called therefore the members
may increase or decrease the number of Directors to any number not more
than nine or less than three. |
| 4.4.1.2. |
Three
Directors shall be elected by the members to succeed at each annual meeting
to serve for the term of two years and until their successors are duly
elected and qualified. In the event of three (3) unexcused absences
from Board meetings by any Director, the remaining Directors may, by a
two-third (2/3) majority, declare the position of the absent member vacated. |
| 4.4.1.3. |
Each
Director shall be an active member who shall not have lost his or her right
to vote by reason of having disposed of land to which his or her membership
is appurtenant. No Director shall be permitted to vote in any Board
meeting if he or she has a lien filed against any lot he or she owns for
the non-payment of his or her dues, assessments or assessed charges. |
| 4.4.1.4. |
In
the event a Director ceases to be the owner of the land to which his membership
is appurtenant, or of a contract for the purchase thereof, he shall thereby
cease to be a Director and his office shall become vacant without action
other than to spread such fact upon the minutes of the meeting of the Board
of Directors. |
| 4.4.1.5. |
At
the first meeting of the Board of Directors, after each annual meeting
of the members, the Board of Directors shall elect a President and Vice-President
from among themselves by secret ballot. They also shall elect a Corporate
Secretary and Treasurer. The Board may also at any time appoint an
Executive Secretary and/or Assistant Secretary and/or Assistant Treasurer.
Officers of the Community Club, so elected, shall hold office for the term
of one year and until their successors are qualified. Any officer
may be suspended or removed by a majority vote of all the Directors. |
| 4.4.1.6. |
Any
vacancy occurring in the Board of Directors shall be filled by appointment
by a majority of the remaining Directors. The person so appointed
shall hold office for the remainder of the original term subject to confirmation
by the membership at the next Annual Meeting. Failing confirmation,
the position will be declared vacant and will be filled by election. |
| 4.4.1.7. |
Any
Director elected by members may be removed, with or without cause, by a
majority of the votes cast by members having voting rights with regard
to the election of any Director, represented in person or by proxy at any
meeting at which a Director could be elected. |
| 4.4.1.8. |
Deleted. |
| 4.4.1.9. |
At
the conclusion of the first Directors’ meeting following the Annual General
Meeting, the minutes of the Annual General Meeting and the minutes of the
Board Meeting shall be mailed to all members along with notification of
the names, addresses, and phone numbers of the Board members, the elected
President, Vice President, Secretary, Treasurer and Committee Chairmen. |
| 4.4.2.1. |
Subject
to limitations in the Articles of Incorporation and the Bylaws and the
laws of the State of Washington, all powers of the Community Club shall
be exercised by or under the authority of, and the business and affairs
of the Community Club shall be controlled by, the Board of Directors.
Without prejudice to such general powers, and subject to the same limitations,
it is hereby expressly declared that the Directors shall have the following
powers. |
| 4.4.2.2. |
To
elect and remove all the other officers, agents and employees of the Community
Club, prescribe such powers and duties for them as may not be inconsistent
with law, with the Articles of Incorporation or the Bylaws, fix their compensation
and require from them security for faithful service. |
| 4.4.2.3. |
To
conduct, manage and control the affairs and business of the Community Club,
and to make such rules and regulations therefore not inconsistent with
law, with the Articles of Incorporation or the Bylaws, as they may deem
best; provided, that the Directors, unless authorized by majority vote
of the members at a special meeting called for that purpose, shall not
be empowered to place any lien, mortgage or other encumbrance upon the
property of the Community Club. Rules and Regulations adopted by
the Directors shall be considered published when posted in the Community
Club Clubhouse. |
| 4.4.2.4. |
To
issue certificates of membership to the owners or purchasers of lots herein
before described, subject to such conditions or terms as provided in the
Articles of Incorporation and the Bylaws. |
| 4.4.2.5. |
To
cause to be kept a complete record of all minutes and acts and to present
a full statement to the regular annual meeting of members showing in detail
the condition of the affairs of the Community Club. |
| 4.4.2.6. |
The
Directors shall be paid by the Community Club only for such reasonable
expenses as they may necessarily incur in pursuance of the Business of
the Community Club. |
| 4.4.2.8. |
The
Directors shall not be individually liable except for a Director’s own
bad faith, dishonesty, or fraud. |
| 4.4.2.9. |
The
Directors shall have the authority to perform necessary repairs and maintenance
of roads constructed on easements on private properties within the Lummi
Island Scenic Estates, and to abate (correct) unsightly nuisances on private
property, the charges to be assessed against the property owners affected.
In cases of repairs or maintenance of the roads or such easements, the
directors may elect to have the club assume a portion of the total cost.
In cases of abatements on private property other than road repairs and
maintenance, written notice via registered mail shall be afforded to the
property owner 30 days before any corrections are undertaken which will
result in charges against said property. All charges under this section
shall be subject to interest, liens and collection costs in the same manner
as for dues. |
| 4.4.2.10. |
The
Directors may not pass any motion requiring the appropriation of funds
from the Community Club’s reserve account without a two thirds (2/3rds)
majority vote of the Directors at a duly constituted meeting of the Board
of Directors. |
| 4.4.3. |
DUTIES
OF OFFICERS |
| 4.4.3.1. |
President.
The President shall preside at all meetings of the Directors and Members;
he shall sign as President all contracts or other instruments in writing
authorized by the Board of Directors; he shall call special meetings of
the Directors or of the members whenever he deems it necessary; he shall
have and exercise, under the direction of the Board of Directors, the general
supervision of the affairs of the Community Club. |
| 4.4.3.2. |
Vice-President.
The Vice-President shall preside at all meetings in the absence of the
President, and in case of the absence or disability of the President shall
perform all other duties of the President which are incidental to his office. |
| 4.4.3.3. |
Secretary.
The Secretary shall issue all notices and shall attend and keep the minutes
of all meetings; he shall have charge of all Community Club books,
records and papers; he shall be custodian of the corporate seal, shall
attest his signature and impress with the corporate seal all written contracts
of the Community Club, and shall perform all such other duties as are incidental
to his office. |
| 4.4.3.4. |
Treasurer.
The Treasurer shall keep safely all monies and securities of the Community
Club and disburse the same under the direction of the Board of Directors.
All persons authorized to handle or disburse the funds of the Community
Club shall be bonded, at the expense of the Community Club, in an amount
adequate to protect it. He shall cause to be deposited all funds
of the Community Club in a bank selected by the Directors. At each
annual meeting of the members, and at any time directed by the Directors,
he shall issue and present a full statement showing in detail the conditions
of the affairs of the Community Club. |
| 4.4.3.5. |
The
Executive Secretary and/or Assistant Secretary and/or Assistant Treasurer,
if appointed by the Board of Directors shall perform such duties as may
be designated by it. |
| 4.4.3.6. |
The
Operations Manager, if appointed by the Board of Directors, shall live
in the Lummi Island Scenic Estates and exercise management, supervisory
control, and perform such other duties as may be designated by the Directors.
The extent of authority and the duties to be performed are described in
Section 5.6. of the Rules and Regulations. |
| 4.4.3.7. |
Any
Officer, other than the President, may occupy two offices concurrently
if the Board of Directors so desires.
|
| See
also Meeting of Directors, Article
4.4.4. |
