Article 5

Board of Directors

5.1 Management
        The business and property of the Club will be managed by a 13 member Board consisting of:9 elected Directors; the Immediate Past President of the Club; and 3 elected Offices of President, Vice-President, and Secretary, elected by the membership at the annual meeting.

5.2 Qualifications
        All persons nominated as Directors must have been voting members of the Club during the year immediately preceding their nomination, and must maintain their membership during their term of office. Only one representative per parcel is eligible to be a Director.

5.3 Removal
        Any Director may be removed from office by a vote of the membership of the Club entitled to vote at a meeting of the membership called for that purpose by notice in writing stating the purpose of the meeting.  A 2/3 vote of the membership present at a membership meeting is required to remove a Director.  In the event a Director is removed from office, the vacancy will be filled at the next regular meeting of the remaining Directors, provided the remainder is 7 Directors or more.  Should the remainder be less than7 Directors the vacancies will be filled by the membership at the next memberhsip meeting.

5.4 Term of Elected Directors
        The 9 elected Directors will serve for terms of 3 years.  The Directors will be elected at the annual meeting of the membership and the terms will be staggered in such a manner that 3 Directors will be elected at the annual meeting to replace the Directors whose terms are expiring. Newly elected Directors will take office at the beginning of the next calendar year following their election.


5.5 Vacancies
        In connection with any vacancy on the Board for any other cause other than removal, the remaining Directors may by majority vote elect a qualified successor to hold office for the unexpired term of the Director.

5.6 Meetings
        The Board may hold its meetings at such times and places as it may from time to time designate.  Meetings of the Directors will be subject to call either by the President or Secretary upon reasonable notice to the other Directors.  Any other 2 members of the Board may call a meeting of the Board by written request to the Secretary, who will give notice to the Board of the time and place of the meeting, not less than 7 days, nor more than 10 days, after the request is received.  In the event the Secretary fails to give the notice within the required period, any 2 Directors may call the meeting giving the same notice.

5.7 Quorum
        A majority of the duly qualified Board constitutes a quorum.

5.8 Order of Business
        The Board will determine by resolution the order in which business will be transacted at the meetings of the Board.

5.9 Authority of Board of Directors
        The Board has the full management, supervision and control of the property and business of the Club and will, subject to the laws of the State of Washington, define and limit the powers and duties of all committees, officers, agents and employees, fix all salaries and require such bonds as it deems necessary and proper.

5.10 Officers to be Directors
        The President, Vice-President, Secretary and Treasurer of the Club are members of the Board by virtue of their office.

5.11 Indemnification
        The Club will indemnify, defend and hold harmless all Officers and Directors of the Club from all claims and lawsuits arising from conduct within the course and scope of the Officer(s)/Director(s) duties, responsibilities and powers as Officer(s)/Director(s) of the Club.  The President of the Club will determine whether an Officer/Director was acting or failing to act within the course and scope of his/her duties, responsibilities and powers as an Officer/Director of the Club, except that the Board will determine whether the President was acting or failing to act within the course and scope of his/her duties, responsibilities and powers as President of the Club.

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