HONEY CREEK RIDGE HOMEOWNERS ASSOCIATION
ARTICLE I
Offices
(1) Registered Office and Registered Agent: The registered office of the
Association shall be located in the State of Washington at such place as may be fixed
from time to time by the Board of Directors upon filing of such notices as may be
required by law, and the registered agent shall have a business office identical with such registered office.
(2) Other Offices: The Association may have other offices within or outside the
State of Washington at such place or places as the Board of Directors may from time to
time determine.
ARTICLE II
Members
(1) Number and Class: The Association shall have one (1) class of members.
(2) Disbursement: The Association shall not make any disbursement of income to its members.
ARTICLE III
Members' Meetings
(1) Meeting Place: All meetings of the members shall be held at the registered office of the Association, or at such other place, either within or without this state, as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.
(2) Annual Meeting Time: The annual meeting of the members for the transaction of such business as may properly come before the meeting, shall be held each year on the third Tuesday of November at the hour of 7:00p.m., if not a legal holiday, then on the day following, at the same hour.
(3) Annual Meeting - Order of Business:
At the annual meeting of members, the order of business shall be as follows:
(a) Calling the meeting to order.
(b) Proof of notice of meeting (or filing waiver).
(c) Reading minutes of last annual meeting.
(d) Reports of officers.
(e) Reports of committees.
(f) Election of directors.
(g) Miscellaneous business.
(4) Special Meetings: Special meetings of the members for any purpose may be
called at any time by the President or Board of Directors.
(5) Notice:
(a) Notice of the time and place of the annual meeting of members and of regular meetings other than annual shall be given by delivering personally or by mailing a written or printed notice of the same, at least ten days, and not more than fifty days, prior to the meeting.
(b) At least ten days and not more than sixty days prior to the meeting, written or printed notice of each special meeting of members, stating the place, day and hour of such meeting, and the purpose or purposes for which the meeting is called, shall be delivered personally, or mailed.
(6) Waiver of Notice: A waiver of any notice required to be given any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.
(7) Voting: The owner or owners of each lot shall be collectively defined as "member." Each member shall be entitled to one vote on each matter submitted to a vote of members. A member may vote in person or by proxy executed in writing by the member or his duly authorized attorney-in-fact.
(8) Quorum: Except as otherwise required by law, a quorum at any annual or special meeting of members shall consist of members holding one-tenth (1/10) of the votes entitled to be cast, represented in person or by proxy. The vote of the majority of the votes entitled to be cast by the members present or represented by proxy, at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members unless a greater proportion is required by law or the Articles of Incorporation.
(9) Proxies: A member may vote in person or by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution.
(10) Action by Members without a Meeting: Any action required or which may be taken at a meeting of members of the Association may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the members.
(11) Action of Members by Communications: Members may participate in a meeting of members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute present in person at a meeting.
ARTICLE IV
Board of Directors
(1) Number and Powers: The management of all the affairs, property and interest of the Association shall be vested in a Board of Directors, consisting of seven (7) persons, three (3) directors shall be elected by the members for a term of one year, four (4) directors shall be elected by the members for a term of two years. Thereafter, all directors shall be elected to one-year terms. The directors shall hold office until the next annual election of directors and until their successors are elected and qualified. Directors need not be members or residents of the State of Washington. In addition to the powers and authorities by these Bylaws and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise, in good faith, all such powers of the Association and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances, and do all such lawful acts as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members.
(2) Change of Number: The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
(3) Vacancies: All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, 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 any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified.
(4) Removal of Directors:
(a) Any director elected by members may be removed, with or without cause, by two-thirds (2/3) of the votes cast by members having voting rights with regard to the election of any director, represented in person or by proxy at a meeting of members at which a quorum is present.
(b) In the case of an Association having cumulative voting, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against that director's removal would be sufficient to elect that director if then cumulatively voted at an election of the entire Board of Directors or, if there are classes of directors, at an election of the class of directors of which he or she is a part; and
(c) Whenever the members of any class are entitled to elect one or more directors by the provisions of the Articles of Incorporation, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the members of that class and not to the vote of the members as a whole.
(5) Regular Meetings: Regular meetings of the Board of Directors, or any committee designated by the Board of Directors, may be held with or without notice at the registered office of the Association or at such other place or places, either within or without the State of Washington, as the Board or Directors may from time to time designate. The annual meeting shall be held without notice, immediately after the adjournment of the annual meeting of members.
(6) Special Meetings: Special meetings of the Board of Directors, or any committee designated by the Board of Directors, or any committee designated by the Board of Directors, may be called at any time by the President, or in his absence or upon written request, by any two directors, to be held at the registered office of the Association or at such other place or places as the directors may from time to time designate.
(7) Notice: Notice of all special meetings of the Board of Directors, stating the date, time and place thereof, shall be given ten (10) days' prior to the date of the meeting. Such notice need not specify the business to be transacted at, or the purpose of, the meeting.
(8) Ouorum: A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business. The act of the majority of the directors present at a 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 law.
(9) Waiver of Notice: Attendance of a director or a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a director or a committee member attends for the express purpose of objecting to the transaction of any business because the meeting is not l a h l l y called or convened. A waiver of notice C signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
(10) Registering Dissent: A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
(11) Committees: The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Association: provided that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any director or officer of the Association; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Association; authorizing the sale, lease or exchange of all or substantially all of the property and assets of the a Association not in the ordinary course of business; authorizing the voluntary dissolution of the Association or revoking proceedings therefore; adopting a plan for distribution of the assets of the Association; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director of any responsibility imposed upon it or him by law.
(12) Remuneration: No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the Association in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.
(13) Loans: The Association shall not loan money or credit to its directors.
(14) Disbursement: The Association shall not make any disbursement of income to any director.
(15) Action by Directors without a Meeting: Any action required or which may be taken at a meeting of the directors, or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
(16) Action of Directors by Communications: Directors may participate in a meeting of directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
ARTICLE V
Officers
1. Designations. The officers of the Association shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate. Any two or more offices may be held by the same person, except the offices of President and Secretary. The Board of Directors, in its discretion, may elect a Chairman from among its Board members to serve as Chairman of the Board of Directors, who, when present, shall preside at all meetings of the Board of Directors and the members, and who shall have such other powers as the Board may determine. If the Board of Directors elects a Chairman from among its Board members, it shall appoint either the Chairman or the President of the Association to be the Chief Executive Officer of the Association.
2. Appointment and Term of Office. The officers of the Association shall be appointed annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members. Each officer shall hold office until a successor shall have been appointed and qualified, or until such officer's earlier death, resignation or removal.
3. Powers and Duties. If the Board appoints persons to fill the following positions,
such officers shall have the power and duties set forth below:
(a) President. The President of the Association, subject to the direction and control of the Board of Directors, shall have general control and management of the business affairs and policies of the Association. The President shall act as liaison and as spokesman for the Board of Directors. The President shall participate in long-range planning for the Association and shall be available to the other officers of the Association for consultation. The President shall possess power to sign all certificates, contracts and other instruments of the Association. Unless a Chairman of the Board of Directors has been appointed and is present, the President shall preside at all meetings of the members and of the Board of Directors. The President shall perform all such other duties as are incident to the office of President or are properly required by the Board of Directors.
(b) Vice Presidents. During the absence or disability of the President, the Executive or Senior Vice Presidents, if any, and the Vice Presidents, if any, in the order designated by the Board of Directors, shall exercise all the functions of the President. Each Vice President shall have such powers and discharge such duties as may be assigned from time to time by the Board of Directors.
(c) Secretary. The Secretary shall issue notices for all meetings, except for notices of special meetings of the members and special meetings of the directors which are called by the requisite percentage of members or number of directors, shall keep minutes of all meetings, shall have charge of the seal and the Association's books, and shall make such reports and perform such other duties as are incident to the office of Secretary, or are properly required of him or her by the Board of Directors.
(d) Treasurer. The Treasurer shall have the custody of all moneys and securities of the Association and shall keep regular books of account. The Treasurer shall disburse the funds of the Association in payment of the just demands against the Association or as may be ordered by the Board of Directors, taking proper vouchers or receipts for such disbursements, and shall render to the Board of Directors from time to time as may be required an account of all transactions as Treasurer and of the financial condition of the Association. The Treasurer shall perform such other duties incident to his or her office or that are properly required of him or her by the Board of Directors.
4. Standards of Conduct for Officers.
(a) An officer with discretionary authority shall discharge such officer's duties under that authority:
(i) in good faith;
(ii) with the care an ordinary prudent person in a like position would exercise under similar circumstances; and
(iii) in a manner the officer reasonably believes to be in the best interests of the Association.
5. Delegation. In the case of absence or inability to act of any officer of the Association and of any person herein authorized to act in such officer's place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may in its sole discretion select.
6. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.
7. Other Officers. The Board of Directors, or a duly appointed officer to whom such authority has been delegated by Board resolution, may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined form time to time by the Board of Directors.
8. Resignation. An officer may resign at any time by delivering notice to the Association. Such notice shall be effective when delivered unless the notice specifies a later effective date. Any such resignation shall not affect the Association's contract rights, if any, with the officer.
9. Removal. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
10. Salaries and Contract Rights. The salaries, if any, of the officers shall be fixed from time to time by the Board of Directors. The appointment of an officer shall not of itself create contract rights.
11. Bonds. The Board of Directors may, by resolution, require any and all of the officers to give bonds to the Association, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
ARTICLE VI
Finances
The moneys of the Association shall be deposited in the name of the Association in such bank or banks, trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Directors.
ARTICLE VII
Notices
Except as may otherwise be required by law, any notice to any member or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the Association, with postage thereon prepaid.
ARTICLE VIII
Seal
The seal of the Association, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the Association.
ARTICLE IX
Indemnification of Officers, Directors, Assigned Agents
1. Definitions. For purposes of this Article:
(a) "Association" includes any domestic or foreign predecessor entity of the
Association in a merger or other transaction in which the predecessor's existence ceased
upon consummation of the transaction.
(b) "Director" means an individual who is or was a director of the Association
or an individual who, while a director of the Association, is or was serving at the
Association's request as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic Association, partnership, joint venture, trust,employee benefit plan,
or other enterprise. A director is considered to be serving an employee benefit plan at the
Association's request if the director's duties to the Association also impose duties on, or
otherwise involve services by, the director to the plan or to participants in or beneficiaries
of the plan. "Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.
(c) "Expenses" include counsel fees.
(d) "Liability" means the obligation to pay a judgment, settlement, penalty,
fine, including an excise tax assessed with respect to an employee benefit plan, or
reasonable expenses incurred with respect to a proceeding.
(e) "Official capacity" means: (I)When used with respect to a director, the
ofice of director in the Association; and (ii) when used with respect to an individual
other than a director, as contemplated in Sections 6 and 7 of this Article IX, the ofice in
the Association held by the officer or the employment or agency relationship undertaken
by the employee or agent on behalf of the Association. "Official capacity" does not
include service for any other foreign or domestic Association or any partnership, joint
venture, trust, employee benefit plan, or other enterprise.
(f) "Party" includes an individual who was, is or is threatened to be made a
named defendant or respondent in a proceeding.
(g) "Proceeding" means any threatened, pending, or completed action, suite,
or proceeding, whether civil, criminal, administrative or investigative and whether formal
or informal.
2. Right to Indemnification.
(a) The Association shall indemnify any person who was or is a party to any
proceeding, whether or not brought by or in the right of the Association, by reason of the
fact that such person is or was a director of the Association, against all reasonable
expenses incurred by the director in connection with the proceeding.
(b) Except as provided in subsection (e) of this Section 2, the Association
shall indemnify an individual made a party to a proceeding because the individual is or
was a director against liability incurred in the proceeding if:
(i) The individual acted in good faith; and
(ii) The individual reasonably believed:
(A) In the case of conduct in the individual's official capacity with the
Association, that the individual's conduct was in the Association's best interests; and
(B) In all other cases, that the individual's conduct was at least not
opposed to the Association's best interests; and
(iii) In the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful.
(c) A director's conduct with respect to an employee benefit plan for a purpose
the director reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of subsection (b) (ii) of
this Section 2.
(d) The termination of a proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent is no6 of itself, determinative that the
director did not meet the standard of conduct described in this Section.
(e) The Association shall not indemnify a director under this Section 2:
(i) In connection with a proceeding by or in the right of the Association in
which the director was adjudged liable to the Association; or
(ii) In connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in the director's official capacity,
in which the director was adjudged liable on the basis that personal benefit was
improperly received by the director.
(f) Indemnification under this Article IX,Section 2 in connection with a
proceeding by or in the right of the Association is limited to reasonable expenses incurred
in connection with the proceeding.
3. Advance for Expenses.
(a) The Association shall pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final disposition of the
proceeding and in advance of any determination and authorization of indemnification
pursuant to Section 5 of this Article IX if:
(i) The director finishes the Association a written affirmation of the
director's good faith belief that the director has met the standard of conduct described in
Section 2 of this Article IX; and
(ii) The director furnishes the Association a written undertaking, executed
personally or on the director's behalf, to repay the advance if it is ultimately determined
that the director did not meet the standard of conduct.
(b) The undertaking required by subsection (a) (I) of this Section 3 must be an
unlimited general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.
4. Court-ordered Indemnification. A director of the Association who is a party to
a proceeding may apply for indemnification or advance of expenses to the court
conducting the proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers necessary may order
indemnification or advance of expenses if it determines:
(a) The director is entitled to mandatory indemnification, in which case the
court shall also order the Association to pay the director's reasonable expenses incurred
to obtain court-ordered indemnification;
(b) The director is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances, whether or not the director met the standard of conduct set
forth in Section 2 of this Article IX,or was adjudged liable as described in Section 2(e) of
this Article IX, but if the director was adjudged so liable, the director's indemnification is
limited to reasonable expenses incurred; or
(c) In the case of an advance of expenses, the director is entitled pursuant to
(a the Articles of Incorporation, Bylaws or any applicable resolution or contract, to payment
or reimbursement of the director's reasonable expenses incurred as a party to the
proceeding in advance of final disposition of the proceeding.
5. Determination and Authorization of Indemnification.
(a) The Association shall not indemnify a director under this Article IX unless
authorized in the specific case after a determination has been made that indemnification
of the director is permissible in the circumstances because the director has met the
standard of conduct set forth in Section 2@) of this Article IX.
(b) The determination shall be made:
(i) By the Board of Directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;
(ii) If a quorum cannot be obtained under (I) of this subsection, by majority
vote of a committee duly designated by the Board of Directors, in which designation
directors who are parties may participate, consisting solely of two or more directors not at
the time parties to the proceeding;
(iii) By special legal counsel:
(A) Selected by the Board of Directors or its committee in the manner (. prescribed in (I) or (ii) of this subsection; or
(B) If a quorum of the Board of Directors cannot be obtained under (I)
of this subsection and a committee cannot be designated under (ii) of this subsection,
selected by majority vote of the 111 Board of Directors, in which selection directors who
are parties may participate; or
(iv) By the members, except that those members who are also directors
and at the time parties to the proceeding, may not vote on the determination.
(c) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses shall be
made by those entitled under subsection (b) (iii) of this Section to select counsel.
6. Indemnification of Officers.
(a) An officer of the Association who is not a director shall be indemnified,
and is entitled to apply for court-ordered indemnification under Section 4 of this Article
IX,in each case to the same extent as a director, and
(.
(b) The Association shall indemnify and advance expenses to an officer who is
not a director to the same extent as to a director under this Article IX.
(c) The Association may also indemnify and advance expenses to an officer
who is not a director to the extent, consistent with law, that may be provided by a general
or specific action of its Board of Directors, or contract.
7. Indemnification of Emplovees and Agents.
(a) The Association may indemnify employees and agents of the Association,
and may afford the right to such employees or agents to apply for court-ordered
indemnification under Section 4 of this Article IX, in each case to the same extent as a
director; and
(b) The Association may indemnify and advance expenses to an employee or
agent of the Association who is not a director to the same extent as to a director under this'
Article IX.
(c) The Association may also indemnify and advance expenses to an
employee or agent who is not a director to the extent, consistent with law, that may be
provided by a general or specific action of its Board of Directors, or contract.
8. Insurance. The Association may purchase and maintain insurance on behalf of
an individual who is or was a director, officer, employee, or agent of the Association, or
who, while a director, officer, employee, or agent of the Association, is or was serving at
the request of the Association as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic Association, partnership, join venture, trust, employee benefit
plan, or other enterprise, against liability asserted against or incurred by the individual in
that capacity or arising from the individual's status as a director, officer, employee, or
agent, whether or not the Association would have power to indemnify the individual
against the same liability under this Article IX.
9. Indemnification as a Witness. This Article IX does not limit an Association's
power to pay or reimburse expenses incurred by a director in col~~~ectwioitnh the
director's appearance as a witness in a proceeding at a time when the director has not
been made a named defendant or respondent to the proceeding.
10. Report to Members. If the Association indemnifies or advances expenses to a
director pursuant to this Article IX in connection with a proceeding by or in the right of
the Association, the Association shall report the indemnification or advance in writing to
the members with or before the notice of the next members' meeting.
1 1. Member Authorized Indemnification.
(a) If authorized by a resolution adopted or ratified, before or after the event,
by the members of the Association, the Association shall have the power to indemnifL or
agree to indemnify a director made a party to a proceeding, or obligate itself to advance or
reimburse expenses incurred in a proceeding, without regard to the limitations contained
in this Article IX(other than this Section 11); provided that no such indemnity shall
indemnify any director from or on account of:
(i) Acts or omissions of the director finally adjudged to be intentional
misconduct or a knowing violation of law;
(ii) Conduct of the director finally adjudged to be an unlawful distribution;
or
I ,
(iii) Any transaction with respect to which it was finally adjudged that such
director personally received a benefit in money, property, or services to which the director
was not legally entitled.
(b) Unless a resolution adopted or ratified by the members of the Association
provides otherwise, any determination as to any indemnity or advance of expenses under
subsection (a) of this Section 11 shall be made in accordance with Section 5 of this
Article IX.
12. Validitv of Indemnification. A provision addressing the Association's
indemnification of or advance for expenses to directors that is contained in these Bylaws,
a resolution of its members or Board of Directors, or in a contract or otherwise, is valid
only if and to the extent the provision is consistent with the Nonprofit Corporation Act
and any other applicable law.
13. Interpretation. The provisions contained in this Article IXshall be interpreted
and applied to provide indemnification to directors, officers, employees and agents of the
Association to the fullest extent allowed by applicable law, as such law may be amended,
interpreted and applied from time to time.
14. Savings Clause. If this Article IXor any portion thereof shall be invalidated
on any ground by any court of competent jurisdiction, the Association shall nevertheless
indemnify each director as to reasonable expenses and liabilities with respect to any
proceeding, whether or not brought by or in the right of the Association, to the full extent
permitted by any applicable portion of this Article IXthat shall not have been invalidated,
or by any other applicable law.
15.Nonexclusivitv of Rights. The right to indemnification under this Article IX
for directors, officers, employees and agents shall not be exclusive of any other right
which any person may have, or hereafter acquire under any statute, provision of the
Articles of Incorporation, Bylaws, other agreement, vote of members or disinterested
directors, insurance policy, principles of common law or equity, or otherwise.
ARTICLE X
Books and Records
The Association shall keep at its registered office, its principal office in this state,
or its secretary's office if in this state, the following:
(1) Current Articles and Bylaws;
(2) A record of members, including names, addresses, and classes of membership,
if any;
(3) Correct and adequate records of accounts and finances;
(4) A record of officers' and directors' names and addresses;
(5) Minutes of the proceedings of the members, the Board of Directors, and any
minutes which may be maintained by committees of the Board of Directors. Records may
be written, or electronic if capable of being converted to writing.
The records shall be open at any reasonable time to inspection by any member of
more than three months standing or a representative of more than five percent of the
membership.
Cost of inspecting or copying shall be borne by such member except for costs for
copies of Articles and Bylaws. Any such member must have a purpose for inspection
reasonably related to membership interests. Use of sale of members' lists by such
member if obtained by inspection is prohibited.
The Superior Court of the Association's or such member's residence may order
inspection and may appoint independent inspectors. Such member shall pay inspection
costs unless the court orders otherwise.
ARTICLE XI
Amendments
(1) Only the Board of Directors shall have power to make, alter, amend and repeal
the Bylaws of this Association.
(2) The Board of Directors may adopt emergency Bylaws which shall be operative
during an emergency in the conduct of business of the Association resulting from an attack on the United States or any nuclear or atomic disaster. The emergency Bylaws may make any provision that may be practical and necessary for the circumstances of the emergency.
Adopted by resolution of the Association's Board of Directors on November 10, 1997.
