Article 5

Board of Directors

Section I--Management

The business and property of the corporation shall be managed by a Board of Directors consisting of nine elected Directors, the immediate past President of the club and the elected and appointed officers.

Section II--Qualifications

All persons nominated as Directors shall have been members of the Shorewood on the Sound Community Club during the year immediately preceding their nomination, and shall maintain their membership during their term of office.

Section III--Removal

Any Director may be removed from office by a vote of the membership of the organization entitled to vote at a special meeting of the membership called for that purpose by notice in writing stating the purpose of the calling of such meeting. A 2/3 vote of the membership present shall be required to remove a Director. In the event a Director is removed from office, the vacancy shall be filled at the next regular meeting of the remaining Directors, provided the remainder is five or more. Should the remainder be less than five, the vacancies shall be filled by the membership at the next regular meeting.

Section IV--Term of Elected Directors

The nine elected Directors shall serve for terms of three years. Said Directors shall be elected at the annual meeting of the membership and the terms shall be staggered in such a manner that three such Directors shall be elected at the annual meeting to replace the Directors whose terms are expiring. Newly elected Directors shall take office at the beginning of the next calendar year following their election.

Section V--Vacancies

In connection with any vacancy in the Board of Directors through death, resignation, disqualification or 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 whose place shall be vacant until his successor is elected and qualified.

Section VI--Meetings

The Directors may hold their meetings at such times and places as they may from time to time designate. Meetings of the Directors shall be subject to call either by the President or Secretary upon reasonable notice to the other Directors. Any other two members of the Board may call a meeting of the Directors by signing a request that the meeting shall be called and delivering the request to the Secretary, who shall forthwith give notice to the Directors of the time and place of the meeting, which notice shall fix the date thereof, not less than one week, nor more than ten (10) days, after the request is filed. In the event the Secretary shall fail to give such notice within such period, any two Directors may call such meeting giving the same notice as herein provided.

Section VII--Quorum

A majority of the duly qualified Board of Directors shall constitute a quorum.

Section VIII--Order of Business

The Board of Directors may determine by resolution the order in which business shall be transacted at the meetings of the Board.

Section IX--Authority of Board of Directors

The Board of Directors shall have the full management, supervision and control of the property and business of the organization and shall, 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 they may deem necessary and proper.

Section X--Officers to be Directors

The President, Vice-President, Secretary and Treasurer of the corporation shall be members of the Board of Directors by virtue of their office.

Section XI--Hold Harmless

The Shorewood on the Sound Community Club shall indemnify, defend and hold harmless all Officers and Directors of the Shorewood on the Sound Community 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 Shorewood of the Sound Community Club. The President of the Shorewood on the Sound Community Club shall 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 Shorewood on the Sound Community Club, except that the Board of Directors shall determined 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 Shorewood on the Sound Community Club.

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