5.1 General Powers: The business and affairs of the Association shall be managed by its Board, consisting exclusively of Proprietary Members of the Association, elected by Proprietary Members as described in 5.2 and 5.3.

            The Association shall have the powers and authority granted under RCW 64.38.020, Association Powers, as that section may be amended from time to time. The powers include, but are not limited to:

• adopting and amending rules and regulations;

• adopting and amending budgets;

• imposing and collecting assessments from Members;

• hiring/discharging/contracting with managing agents and other employees, agents and independent contractors;

• instituting/defending/intervening in litigation or administrative proceedings in its own name on behalf of itself or two or more owners on matters affecting the association;

• entering into contracts & incurring liabilities;

• regulating the use, maintenance, repair, replacement and modification of common areas and facilities;

• imposing and collecting any payments, fees, or charges for the use, rental, or operation of the common areas or facilities;

• imposing and collecting charges for late payments of assessments;

• after notice and an opportunity to be heard, levying reasonable fines for non-compliance with the Governing Documents, in accordance with a previously established schedule adopted by the Board of Directors and furnished to the Members;

• approve and remove committee members;

• exercising all other powers that may be exercised in this state by the same type of corporation as the Association; and

• exercising any other powers necessary and proper for the governance and operation of the Association.

 

5.2  Number, Tenure and Qualifications: The Board shall consist of seven Directors who shall have been duly elected by and from the proprietary membership at the Annual Membership Meeting. In the event that circumstances beyond the Board’s control prevent holding an Annual Meeting, the existing Directors shall continue in office until such time as an Annual Meeting is held. The Directorships shall be staggered so that at two consecutive annual meetings, two Directors shall be elected for a three-year term, and at every third Annual Meeting, three Directors shall be elected for a three-year term. The Board shall continue to operate with fewer than seven Directors.

 

5.3  Recruiting Directors: At least 60 days prior to the Annual Meeting, the Board shall establish a committee to recruit  a slate of candidates to serve on the Board. Additional nominations (including self-nominations) will be accepted from any Proprietary Member of the Association as long as the name is received at least 45 days prior to the Annual Meeting. No name shall be placed on the ballot without the consent of the nominee. A nominee for the Board must be:

• a Proprietary Member of the Association;

• able to fulfill the responsibilities of a Director, including but not limited to:

  • attending regular and agenda-setting and special meetings; and

  • serving as liaison to one or more committees.

 

            Terms begin January 1 following the election. After the election, but prior to January 1, each newly elected Director may attend and participate in all Board meetings, but shall not vote, except to elect new officers. If a Director is appointed to fulfill an unexpired term, that Director’s term shall begin immediately following appointment.

            A Director shall serve no more than two consecutive terms. Any Director who serves one and one-half years or more by appointment by the Board can serve only one elected three-year term. After an absence of two or more years, the Member shall again be eligible for re-election to the Board.

 

5.4  Election of Directors: The nominees receiving the greatest number of votes cast by the Proprietary Members shall be announced as Directors-Elect at the Annual Meeting, whether or not a quorum is present, to fill the expiring terms of office.

 

5.5  Removal of a Director: Any Director may be removed with or without cause after the Director has had an opportunity to address the membership at a regular meeting or special meeting called for such purpose.  Subsequent to such meeting a vote will be scheduled as soon as practicable.  Any meeting called for such purpose (i.e., to allow the Director an opportunity to speak prior to the scheduled vote) shall include the following requirements:

• Notice of the meeting shall identify the Director whose removal is proposed.

• Notice of the meeting shall comply with subsection 4.4.

• Any such Director shall be given the opportunity to address the meeting regarding the proposed removal.

• The vote to remove must be scheduled subsequent to said meeting, and said vote to remove must be a majority (51%) of the voting power in the Association.

• The Board shall determine the voting method pursuant to Section 4.5.

 

5.6  Regular Meetings:

            5.6.1 Regular Meetings of the Board may be held at such times and places as the Board may determine, provided that any change of place or time is made with sufficient time to provide notice. Notice of Board meetings may be given annually or more frequently as needed by publishing a schedule of regular meeting dates and times in The Villager, and posting in the clubhouse and on the Fairway Village website. Monthly reminders may be electronically transmitted to Members who have provided an e-mail address and written authorization to receive notice via e-mail. 

            5.6.2  As allowed by the Washington Nonprofit Act, RCW 24.03.120, videoconferencing or teleconferencing meetings may be held with appropriate Notice and available equipment.

 

5.7  Special Meetings: Special meetings of the Board may be called by the President or any two Directors. Notice of any special meeting of the Board shall be given at least two days prior to the date of the meeting.

 

5.8  Quorum: A majority of the Directors shall constitute a quorum for the transaction of all business. Voting by proxy shall not be permitted.  Any Director participating via teleconference or similar means in accordance with the procedure adopted by the Board shall be considered present for the purposes of constituting a quorum.   

 

5.9  Open Meetings: All meetings of the Board shall be open for observation by all Members except as designated in subsection 5.10 The Board shall keep minutes of all actions taken which shall be available to all Members.

                                                             

5.10  Closed Executive Sessions: The Board may convene in a closed executive session to:

• consider personnel matters;

• consult legal counsel or consider communications with legal counsel;

• discuss possible or pending litigation;

• discuss possible violations of the Association's governing documents; or

• discuss possible liability of an owner to the Association.

 

            Before convening in a closed executive session, the Board shall, by affirmative vote in open session, adopt a motion resolving to convene in closed executive session. The motion shall state the specific purpose(s) for the closed session from the list above and the Board may consider only those purposes so stated. Reference to the motion and purpose(s) of the closed executive session shall be included in the minutes of the open meeting.

            No action in closed executive session shall become effective until the Board reconvenes and votes in open meeting on the specific matter(s) identified in the motion. This section shall not require the disclosure of information in violation of the law or otherwise exempt from disclosure.

 

5.11  Vacancies: Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. If all positions are vacant, a special election shall be held to elect Directors for the unexpired terms of each vacancy. In this case the chair of the CC&R Committee shall oversee such election.  A Director appointed to fill a vacancy shall serve the remainder of the unexpired term of that Director’s predecessor on the Board. During the existence of any vacancy, the remaining Directors shall possess, and may exercise, all powers vested in the Board.

 

5.12  Voluntary Resignation Assumed: Any Director absent from three consecutive months’ of Regular Meetings shall be considered to have voluntarily resigned from the Board and a successor may be appointed, unless at least five Directors agree in each case to waive the assumption of voluntary resignation. Any Director participating via teleconference or videoconference in accordance with the procedure adopted by the Board shall be considered present at the meeting.  

 

5.13  Compensation: Directors shall serve without compensation, whether monetary or in kind. Directors may submit appropriate forms for reimbursement of expenses while representing the Board.

 

5.14  Prohibited Acts: The Board shall not act on behalf of the membership to:

• take any action requiring the vote of the membership;

• terminate the Association;

• elect Directors, except to fill by appointment an unexpired term;

• fix the powers, duties, or terms of office of Directors;

• dispose of common real property or facilities by conveying or executing a security interest on any common area or portion thereof without the affirmative vote of 67% of the votes cast by the total voting power;

• commit any Association funds, or otherwise involve the Association, on behalf of an owner involved in a dispute that is not concerned with the purposes and responsibilities of the Association; or

• commit Association funds for new additions to the capital assets of the Fairway Village Homeowners Association in excess of $35,000 unless approved by the Association Members by a simple majority of those votes cast.

           

5.15 Parliamentary Authority: To the extent Robert’s Rules of Order are not inconsistent with applicable law, the CC&Rs or these Bylaws, Robert’s Rules of Order shall be the parliamentary authority on questions of procedure.