Directors and officers
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 five (5).
Two or three Directors, (depending upon the number of fulfilled terms to be vacated), shall be elected by the members to succeed at each annual meeting to serve for the term of two (2) years and until their successors are duly elected and qualified. The expiration of terms shall be staggered to provide for continuity of LISECC leadership. In the event of three (3) absences per year 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. The change in length in term to two (2) years shall apply to the current terms of all sitting members of the Board.
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, or is in material contravention of any of our Bylaws.
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.
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.
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.
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.
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.
Power and duties of Directors
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.
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.
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.
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.
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.
The Directors shall be reimbursed by the Community Club only for such reasonable expenses as they may necessarily incur in pursuance of the Business of the Community Club.
Directors who satisfy all conditions of Article 220.127.116.11, and who are also Members in Good Standing with no voting privileges suspended pursuant to Article 18.104.22.168, shall be eligible to receive a stipend in the form of a credit to their LISECC member account equal to 1/12 of a single lot annual dues (applicable to the year in which the board meeting occurs) for each LISECC monthly board meeting that they physically attend. No credit shall be made for board meetings a Director does not physically attend. No credit shall be made for Director attendance at the LISECC annual general meeting (AGM) of for attendance at LISECC committee meetings. The credit calculation is based on a single lot dues only and does not include the DWSRF loan fee, the water RTS fee, or water usage fees. Anticipated future director stipend credits may not be used to satisfy current LISECC dues amounts owed per LISECC Policies and Procedures, Policy 7.
The Directors shall not be individually liable except for a Director’s own bad faith, dishonesty, or fraud.
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.
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.
Duties of Officers
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.
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.
Secretary. The Secretary shall issue all notices and shall attend and be responsible for the minutes of all meetings of the Board of Directors and members; 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, shall chair the Election Committee, and shall perform all such other duties as are incidental to his office.
Treasurer. The Treasurer shall ensure that all monies and securities of the Community Club are kept safely and oversee the disbursement of 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. The Treasurer shall oversee that all funds of the Community Club are deposited in a bank selected by the Directors. At each annual meeting of the members, and at any time directed by the Directors, the Treasurer shall issue and present a full statement showing in detail the conditions of the affairs of the Community Club.
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.
The Operations Manager, if appointed by the Board of Directors, shall 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.
Any Officer, other than the President, may occupy two offices concurrently if the Board of Directors so desires.
Meeting of Directors
The Directors shall meet not less than once per month for the purpose of conducting business of the Club, (except as otherwise provided in the Bylaws).
A quorum equal to the majority of the directors must be present to conduct business.
Procedures will be guided by Robert's Rules of Order.
A meeting of the association must be held at least once a year. Special meetings of the association may be called by the president, a majority of the board of directors, or by owners having ten percent of the votes in the association. Not less than fourteen nor more than sixty days in advance of any meeting, the Secretary or other officers specified in the Bylaws shall cause notice to be hand-delivered or sent prepaid by first class United States mail to the mailing address of each owner or to any other mailing address designated in writing by the owner. The notice of any meeting shall state the time and place of the meeting and the business to be placed on the agenda by the Board of Directors for a vote by the owners, including the general nature of any proposed amendment to the articles of incorporation, bylaws, any not yet ratified budget or changes in the previously approved budget that result in a change in assessment obligation and any proposal to remove a director.
Except as provided in this subsection, all meetings of the board of directors shall be open for observation by all owners of record and their authorized agents. The board of directors shall keep minutes of all actions taken by the board, which shall be available to all owners. Upon the affirmative vote in open meeting to assemble in closed session, the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the bylaws of the association, and matters involving the possible liability of an owner to the association. The motion shall state specifically the purpose of the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The board of directors shall restrict the consideration of the matters during the closed portion of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the Board of Directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified. The requirements of this subsection shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.
Regular Board meetings shall be open to the membership but participation shall be confined to limited but reasonable time prior to the commencement of the Board meeting when members may make presentation to the Board regarding Club matters. Members may be called upon to provide constructive input, during Board discussion by the hand vote of a majority of the Board members. Their allotted time is not to exceed three (3) minutes unless approved by the Board. Any and all such Board meetings shall not be held in private residences but rather must be conducted in the Clubhouse or, if unavailable, some like neutral meeting place.