Section 2. Election of Directors. The members of the board of directors shall be elected in accordance with the provisions of the Articles of Incorporation.

 

Section 3. Change In Number, Tenure and Qualifications. After the expiration of the initial term of directors, the number of directors may be increased or decreased as provided in the Articles of Incorporation. After the initial term of directors ends, no person shall thereafter 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 qualified as provided in the Articles of Incorporation. Except as provided in the Articles of Incorporation and unless removed in accordance with the provisions of these Bylaws, each elected director shall hold office until the second annual meeting of the members after the meeting at which he was elected and until his successor shall have been elected and qualified.

 

Section 4. Election. A person receiving the most votes at an election of directors shall be elected regardless of 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 5. 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 members. 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 6. 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 by 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 7. Quorum. A majority of the number of directors fixed by the Articles of Incorporation and by these Bylaws shall constitute a quorum for the transaction of any business at any meeting of directors.

 

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting or adjourned meeting at which 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 of Incorporation or these Bylaws or by law.

 

Section 9. Open Meetings. Except as hereafter provided, all meetings of the board of directors shall be open for observation by all members and their authorized agents. The board of directors shall keep minutes of all actions taken by the board which shall be available to all members. Upon 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 governing documents of the corporation, and matters involving the possible liability of a member to the corporation. 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 section shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.

 

Section 10. Removal. After the initial term of the initial directors has expires, at a special meeting of the membership called for that purpose, any one or more of the board of directors may be removed from office with or without cause by a majority vote of the membership. Except until the initial term of the initial directors has expired, if any one or more directors is so removed, new directors may be elected at this same meeting.

 

Section 11. Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors for a term of office continuing only until the next election of directors by membership.

 

Section 12. Architectural Control. The directors of this corporation shall act as the architectural control committee described in the Declaration of Protective Covenants for Woodbrook described in the Articles of Incorporation.