BYLAWS ARTICLE V: BOARD OF DIRECTORS
5.1 Management by Board. The affairs of the Association shall be managed by a Board of Directors (sometimes referred to herein as the "Board") which shall have and exercise all powers, duties and authority not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, the Declaration or Washington state law as are necessary to administer the affairs of the Association. Without limitation of any of the foregoing, the Board of Directors shall have the power and duty to do the following:
 
  1. Rules and Regulations. Adopt and publish rules and regulations consistent with the Articles of Incorporation, Declaration, and Bylaws, governing the use of the Property, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;

  2. Payment for Goods and Services. Pay for all goods and services required for the proper functioning of the Association and maintenance of the Private Roads and Works, including but not limited to utilities, security, taxes, insurance, legal and accounting services attributable to common areas;

  3. Assessments. Subject to the restrictions set forth in the Declaration and these Bylaws, impose and collect annual and special assessments and establish the date upon which such assessments are due;

  4. Certificates of Payment of Assessment. Issue, or cause an appropriate officer to issue, upon demand by any person or entity, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive of such payment;

  5. Budget. As more fully provided in the Declaration, to set the annual budget and allocate the assessment rate, provided however, that the assessment rate is subject to all terms and conditions of the Declaration, and further provided that the procedure set forth in Article X of these Bylaws is followed;

  6. Books and Records. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members;

  7. Employment and Supervision of Managers, Independent Contractors and Others. Employ and remove at pleasure all officers, agents, employees, independent contractors, or such other persons as they deem necessary, prescribe their duties and fix their compensation at commercially reasonable rates. Supervise all officers, agents and employees of this Association, and see that their duties are properly performed, and cause all officers or employees having fiscal responsibilities to be bonded, as deemed appropriate by the Board;

  8. Legal Action. Commence legal actions for the enforcement of the Declaration or any other legal action which the Board of Directors deems necessary for the protection of the Property, and defend against legal actions initiated against the Association. In the name of the Association, enforce and foreclose any lien for assessments of the Association, as may be necessary for collection thereof;

  9. Right to Contract. Have the exclusive right to contract for all goods, services, maintenance, and capital improvements provided however, that such right of contract shall be subject to Association approval;

  10. Bank Account. Open a bank account on behalf of the Association and designate the signatories required;

  11. Maintenance of Lots. If necessary, maintain any Lot if such maintenance is reasonably necessary in the judgment of the Board and is authorized by the Declaration. The Board may authorize such maintenance activities and levy special assessments against the Owner or Owners of such Lot for the cost of such maintenance pursuant to the restrictions set forth in the Declaration;

  12. Right of Entry. Enter any Lot when reasonably necessary in the judgment of the Board and when authorized by the Declaration, after giving any notice required by the Declaration. Such entry must be made with as little inconvenience to the Owners as practicable, and any damage caused thereby shall be repaired by the Board if the entry was due to an emergency (unless the emergency was caused by the Owner of the Lot entered, in which case the cost shall be specially assessed to the Lot). If the repairs or maintenance activities were necessitated by the Owner's neglect of the Lot, the cost of such repair or maintenance activity shall be specially assessed to that Lot. If the emergency or the need for maintenance or repair was caused by another Owner of another Lot, the cost thereof shall be specially assessed against the Owner of the other Lot;

  13. Discharge of Liens. The Board may pay any amount necessary to discharge any lien or encumbrance levied against the Property or any part thereof which is claimed or may, in the opinion of the Board, constitute a lien against the Property or against the Common Area or Private Roads rather than merely against the interest therein of particular Owners. Where one or more Owners are responsible for the existence of such lien, they shall be jointly and severally liable for the cost of discharging it and any costs or expenses, including reasonable attorneys' fees and costs of title search incurred by the Board by reason of such lien or liens. Such fees and costs shall be assessed against the Owner or Owners and the Lot(s) responsible, to the extent of their responsibility;

  14. Declare the Office of a Director Vacant. Declare the office of a Member of the Board of Directors to be vacant in the event such Member shall be absent from three (3) consecutive regular meetings of the Board of Directors;

  15. Exercise Powers. In general, exercise, on behalf of the Association, all powers set forth in RCW 24.03.035 and RCW 64.38.020, provided however, that the Board of Directors is not authorized to adopt or enforce discriminatory rules or regulations or restrictions, nor take any action based on race, religion, national origin, or sex.
5.2 Number and Qualifications. Until the Transition Date, the number of directors shall be three (3). After the Transition Date, the Association shall, from among its Membership, elect a Board of Directors consisting of three (3) directors, who through the Association shall manage and administer the Property in accordance with the Declaration, Articles and Bylaws. The number of directors may be changed by amendment to these Bylaws in the manner set forth herein.
 
5.3 Term of Office. Each director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified. The Initial Directors named in the Articles of Incorporation, or their replacements, shall serve until the Transition Date. As soon as practicable following the Transition Date, the Members shall elect one (1) director for a term of one (1) year, one (1) director for a term of two (2) years and one (1) director for a term of three (3) years. At each annual meeting thereafter the Members shall elect one (1) director for a term of three (3) years. Nominees for positions on the first elected Board shall indicate the specific duration of the term for which they are seeking election.
 
5.4 Removal. The Members may remove any member of the Board of Directors, with or without cause, and elect a successor for the unexpired term, by the affirmative vote of a majority of the votes cast by Members having voting rights in the Association who are present, in person or by proxy, and entitled to vote at a meeting of the Owners at which a quorum is present.
 
5.5 Vacancy. If any Member ceases to be an Owner, his or her membership on the Board shall thereupon terminate. Other than for a vacancy due to removal of a director, the Board of Directors shall have the power to fill by appointment any vacancy occurring in the Board, including but not limited to a vacancy occurring by reason of any increase in the number of directors as a result of amendment of these Bylaws. A director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office. Any director appointed by the Board shall stand for election for the remainder of the specified term for such position at the next annual meeting of Members.
 
5.6 Compensation. No director shall receive compensation for any service the director may render to the Association as a director. However, any director may be reimbursed for actual and necessary expenses incurred in the performance of duties as a director.
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