ARTICLE VI - Board of Directors
 
Section 1 - Election, Number, Tenure and Qualification.
  1. The Directors shall be elected at large from Association members by a majority of members voting at the annual meeting of the Association, or at a special meeting of members called for that purpose.

  2. The number of Directors shall be five (5), but any action reducing the number of Directors shall not be effective to shorten the term or eliminate the position of a then sitting Director.

  3. There shall be five (5) Board positions with three (3) year tenure.

  4. In the performance of their duties, the officers and members of the Board of Directors shall exercise the degree of care and loyalty required of an officer or Director of a corporation organized under Chapter 24.03 RCW.
Section 2 - Duties of, and limitations on, the Board of Directors
  1. The members of the Association empower the Board of Directors to manage the affairs of the Association

  2. The Board of Directors shall not act on behalf of the Association to amend the Articles of Incorporation, to take any action that requires the vote or approval of the owners, to terminate the Association, to amend the Bylaws, to elect members of the Board of Directors, or to determine the qualifications, powers, and duties, or terms of office of members of the Board of Directors; but the Board of Directors may fill vacancies in its membership for the un-expired portion of any term vacated.

  3. 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. At all meetings the Secretary shall make voice recordings of the proceedings, and such recordings shall be kept as official records for 5 years from the date recorded. 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 governing documents of the Association, and matters involving the possible liability of an owner to the Association. The motion shall state specifically the purpose for 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 matters during the closed portions 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.

  4. Within thirty (30) days after adoption by the Board of Directors of any proposed regular or special budget of the Association, the Board shall set a date for a meeting of the membership for ratification of the budget. The Board shall notify the membership of the budget ratification meeting. Included with the notification shall be a budget summary. This notification shall be by mail or electronic means, not less than fourteen (14) nor more than sixty (60) days from the selected meeting date. Unless at that meeting the owners of a majority of the votes in the Association (whether in person or by proxy) reject the budget, the budget is ratified, whether or not a quorum is present. In the event the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the owners shall be continued until such time as the owners ratify a subsequent budget proposed by the Board of Directors.
Section 3: Regular Meetings.
A regular meeting of the Board of Directors shall be held, with notice by announcement at the annual meeting of time, place and purpose. This meeting shall be held immediately following the annual meeting, and at the same place as the annual meeting.
 
Section 4: Special Meetings.
Special meetings of the Board of Directors shall be called on request of the President or any Director.
 
Section 5: Notice.
Notice of any special meeting of the Board of Directors shall be given at least four (4) days prior thereto by written notice delivered personally or sent by U.S. mail or electronically to the Directors and members. The notice shall specify the time and place of the meeting as well as the purpose for the meeting. Additional agenda items may be added at the meeting. Additionally, the notice shall be posted on the community bulletin board.
 
Section 6. Emergency Meetings of Board of Directors.
A waiver to the notice requirement shall be granted in case of the need for an emergency meeting of the Board of Directors to deal with a problem or problems requiring immediate attention. The reason or reasons for such a meeting and the actions taken shall be sent within ten (10) days of the meeting by written notice, delivered personally, or sent by U.S. mail or electronically to the Directors and members. Ratification of such action or actions shall become an agenda item at the next Board of Directors meeting.
 
Section 7: Quorum.
A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may use the motion “to fix the time to which to adjourn,” to allow time to acquire a quorum.
 
Section 8: Vacancies.
Any vacancy occurring in the Board of Directors shall be filled by the Association members electing a member to fill the vacancy at a meeting called for that purpose. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any increase in the number of Director positions shall be filled by vote of the Association members at a meeting called for that purpose.
 
Section 9: Removal.
Directors may be removed, with or without cause, at any time, by the affirmative vote of a majority of the members voting at a regular meeting provided that the same notice as required for special meetings is given of intention to remove a Director or Directors, or at a special meeting called for that purpose.
 
Section 10: Agenda at Board of Directors Meetings.
At all meetings there shall be an Agenda Item for Member Remarks to allow for member input at the commencement of business at the meeting.
 
Section 11: Standing Committees of the Board.
  1. Each standing committee shall have at least one Director as a member.

  2. Standing Committees and administrative responsibilities.

    1. Architectural Control Committee. An Architectural Control Committee shall be established and appointed as provided in Article VIII of the Covenants, Conditions and Restrictions for Eagle Point at American Lake. And, as additional duties:
      1. Develop and publish an indexed document containing the established rules of the E.P.A.L.H.O.A. to be distributed to each member.
      2. Update this document as needed.
      3. All rules included in the document shall be validated by a majority of those voting at a regular meeting or at a special meeting called for the purpose of validation. Not less than fourteen (14) nor more than sixty (60) days in advance of any meeting, the Board secretary shall cause notice to be hand-delivered, electronically delivered, or sent prepaid by first class United States mail to the mailing address of each owner or to any other mailing address designated inwriting by the owner. The notice of any meeting shall state the time and place of the meeting and a copy of the intended rule or changes in rules.

    2. Lodge and Grounds Committee and responsibility to administer:
      1. Landscaping of all common areas
      2. Repair and maintenance of the Lodge exterior
      3. Tree pruning in common areas.
      4. Maintenance of streetlights

    3. Social Committee and duties:
      1. Schedule Lodge
      2. Plan and develop a Winter Holiday Event
      3. Foster other special events
      4. Maintain Lodge supplies
      5. Supervise repair and maintenance inside the Lodge

    4. Community Drain Field Committee and supervisory duties:
      1. Monitor operation and maintenance of the community drain field
      2. Maintain 24/7 emergency call out service
      3. Attend to Health Department yearly inspection and report filing
      4. Actuate and maintain year long weed and brush control
      5. Perform year end community drain field billing and collection

    5. Storm Drain System Committee and supervisory duties:
      1. Operation and maintenance of storm drain system
      2. Maintain 24/7 emergency call out service
      3. Attend to yearly City of Lakewood inspection and report filing
      4. Order filter drain inspection and replacement
      5. Perform code enforcement and billing as needed

    6. Storage Lot Committee and administrative duties:
      1. Actuate and maintain year long weed and brush control
      2. Administer Rental Contract signing and renewals
      3. Determine rules of use and enforcement thereof
      4. Develop and administer a lot security plan including security lights and maintenance thereof
    7. Long Range Planning Committee and duties:
      1. Study and advise as to allocation of reserve balances
      2. Create proposals for future projects and funding thereof
      3. Plan strategies for CD Investment Portfolio

    8. Budget Committee and duties
      1. Analyze the existing budget
      2. Create a budget forecast and proposed budget for the coming year
      3. Forecast future needs by working with the Long Range Planning Committee

    9. Beach and Dock Committee and duties
      1. Administer the repair and maintenance of dock, beach, and launching ramp
      2. Plan for future improvements of dock, beach, and launching ramp

    10. Newsletter Committee and duties:
      1. Publish a periodical newsletter for the community

    11. Parliamentarian and duties
      1. Advise Board of Directors and committees on correct procedures, following the Association Bylaws and Robert’s Rules of Order, newly revised
      2. Advise on Bylaw revisions suggested by Association members or mandated by State of Washington legislation.

    12. Policy, Procedures and Guidelines Committee (if required):
      1. Develop and publish an indexed document containing the established rules of the E.P.A.L.H.O.A. to be distributed to each member
      2. Update this document as needed
      3. All rules included in the document shall be validated by a majority of those voting at a regular meeting or at a special meeting called for the purpose of validation.
Section 11 - Special Committees.
  1. The Board of Directors by a vote of a majority of the Directors may create one or more ad hoc committees and appoint Directors or such other persons as the Board designates, to serve on the committee or committees.

  2. Unless the appointment by the Board of Directors requires a greater number, a majority of any committee shall constitute a quorum.

  3. In creating a special committee the Board shall, in its charge to the committee, specify either as to (1) power to act or (2) to report recommendations to the Board for action.

  4. Notice of special committee meetings shall be posted on the Community Bulletin Board at least two (2) days prior to the meeting.
 
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