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ARTICLE III. BOARD OF DIRECTORS
Section 1. Powers and Duties. The business and affairs of the corporation shall be managed by its board of directors which shall act in all instances on behalf of the association. The directors shall do such things as may be necessary or convenient for the care taking management of the Condominium and the operation of this corporation as the unit owners' association for the Condominium. Subject to limitations of law, the Declaration, the Articles and other provisions of the Bylaws, the directors shall have such power and authority as may be required and convenient to perform the duties of the board of directors.
Section 2. Term and Number of Directors. The members of the initial board of directors as designated in the Articles shall serve for an initial term ending when the right of the Declarant or persons designated by the Declarant to appoint members of the board of directors and officers terminates as set forth in the Declaration, provided that not later than 60 days after the conveyance of 25 percent of the units created by the Declaration to others than the Declarant, one of the members of the initial board of directors shall be replaced by a director elected by the vote of the membership other than the Declarant or an affiliate of the Declarant. The Declarant shall have the right to designate which member of the initial board of directors shall be replaced. Within 30 days after the expiration of the initial term of the initial board of directors, the number of directors shall be increased to six, each of whom shall then be elected by the members. Two of the directors shall then be elected for a term of one year, two of the directors shall then be elected for a term of two years and two of the directors shall then be elected for a term of three years. The term of such directors shall be extended to the day of the month on which the next annual meeting of the membership is held after the expiration of the stated term. Thereafter, at the expiration of the term of each of such directors, two directors shall be elected for a term of three years to fill the vacancy. In any event, each director shall serve until a successor is elected at an annual meeting of the membership and qualified.
Section 3. Qualification of Directors. After the initial term of directors ends, no person shall be qualified to be elected as director of this corporation or to continue to hold office as director of this corporation unless such person is a member of the corporation, except that an employee of a corporation which is a member or a partner or employee of a partnership which is a member shall be qualified to serve as director of this corporation. This Section shall not be amended without the unanimous consent of all membership entitled to you.
Section 4. Vacancies. Regardless of the cause therefor, any vacancy occurring among the members in the initial board of directors appointed by the Declarant shall be filled by appointment by the Declarant, provided that the Declarant's right to control has not terminated. Any vacancy in the board of directors thereafter and among the members of the board of directors elected by the membership shall be filled by the remaining directors.
Section 5. Election. A person receiving the most votes at an election of directors shall be elected regardless whether such person receives a majority. If more than one director is to be elected at a meeting, then each director shall be elected separately so that, for example, the first vacancy shall be filled by election before the nominations are closed and the election is held for the second vacancy. Nominations shall be made separately for each vacancy, may be made by a committee appointed by the president and may be made from the floor.
Section 6. Removal. Except for a member of the board of directors appointed by the Declarant, any member of the board of directors may be removed with or without cause by a two-thirds vote of the membership vote present and entitled to vote at any meeting of the membership. The Declarant may not remove any member of the board of directors elected by the membership. Prior to the termination of the Declarant's period of control, the Declarant may remove any member of the board of directors appointed by the Declarant.
Section 7. Regular Meetings. Without other notice than this bylaw, a regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of the membership. The board of directors may provide by resolution the time and place, within the State of Washington as the place for holding any other regular meetings of the board of directors or committees called by them. In addition the president or any director may call a special meeting of the board of directors.
Section 8. Notice. Written notice of special meetings of the board of directors stating the time and place thereof shall be given at least two (2) days prior to the date set for such meeting by the person authorized to call such meeting or the secretary of the corporation either by personal delivery to each director or by mail addressed to the business address of each director or by telegram. If mailed, the notice shall be deemed to be given when deposited in the United States mail, postage prepaid, so addressed to the director. If notice is given by telegram, the notice shall be deemed given when the telegram is delivered to the telegraph company for transmission. If no place for such meeting is designated in the notice thereof, the meeting shall be held at the registered office of the corporation. Any director may waive notice of any meeting at any time. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 9. Quorum. A quorum shall be deemed present throughout any meeting of the board of directors if one half of the directors are present at the beginning of the meeting.
Section 10. Manner of Acting. The act of the majority of the directors present at a meeting or an adjourned meeting at rich a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the Articles or these Bylaws.
Section 11. Delegation of Authority. The directors may appoint a manager and authorize the manager to conduct all or any part of the day-to-day management of the Condominium and delegate such authority to the manager as the directors deem advisable, subject to such limitations as may be provided for by law, the Declaration or the Articles. The directors may appoint such committees and delegate such authority to the committees as they deem advisable.
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