(As amended December 3, 2002)

CONTENTS

ARTICLE I Offices


1.1 Registered Office and Registered Agent


1.2 Other Offices

ARTICLE II Members

ARTICLE III Member's Meetings


3.1 Meeting Place


3.2 Annual Meeting Time


3.3 Annual Meeting Order-of-Business


3.4 Special Meeting


3.5 Notice


3.6 Waiver of Notice


3.7 Voting


3.8 Quorum

ARTICLE IV Board Of Directors


4.1 Number and Powers


4.2 Change of Number


4.3 Vacancies


4.4 Regular Meetings


4.5 Special Meetings


4.6 Notice


4.7 Quorum


4.8 Waiver of Notice


4.9 Registering Dissent


4.10 Executive and Other Committees


4.11 Remuneration

ARTICLE V Officers


5.1 Designations


5.2 The President


5.3 Immediate Past President


5.4 Vice Presidents


5.5 Secretary and Assistant Secretaries


5.6 The Treasurer


5.7 Executive Director


5.8 Director of Legislative Affairs


5.9 Delegation


5.10 Vacancies


5.11 Other Officers


5.12 Term – Removal

ARTICLE VI Depositories

ARTICLE VII Notices

ARTICLE VIII Seal

ARTICLE IX Books and Records

ARTICLE X Amendments


ARTICLE I

Offices

1.1 Registered Office and Registered Agent. The registered office of the corporation 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 such notices as may be required by law. The registered agent shall have a business office identical with the registered office.

1.2 Other Offices. The corporation 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

The corporation shall have two classes of members; Voting and Associate non-voting. Members shall consist of all who are admitted to membership as provided in Article IV of the Articles of Incorporation of this corporation. The Board of Directors on an annual basis shall determine all membership fees and qualifications. Each Voting member shall be entitled to one vote an all matters submitted to a vote of the corporation's members. Associate Non-voting members may participate in all corporation activities except that they may not hold elected office or have voting rights. Memberships shall not be transferable. Annual membership fees for individual Voting members shall be one hundred dollars ($100.00). Annual membership fees for individual Associate Non-voting members shall be twenty-five dollars ($25.00). The Board of Directors may from time to time set and/or modify additional memberships fees within the two classes of membership for options such as, but not limited to, Life Membership, Business Membership, Business sustaining Membership or similar. Creation of the various options within a class of membership will not change the basic individual voting rights of any member in that class. (Amendment 0001-02 12/3/02)

ARTICLE III

Member's Meetings

3.1 Meeting Place. All meetings of the members shall be held at the registered office of the corporation, or at such other place as shall be determined from time to time by the Board of Directors, and such place at which any such meeting shall be held shall be stated in the notice of the meeting.

3.2 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 fourth Thursday in January, at the hour of 7:00 P.M. if not a legal holiday, but if such day is a legal holiday then on the next business day, at the same hour. (Amendment 0009-02, 12/03/02)

3.3 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 of waiver)

  • (c) Reading of minutes of the last meeting

  • (d) Reports of officers

  • (e) Reports of committees

  • (f) Miscellaneous business

    3.4 Special Meetings. The President or the Board of Directors may call special meetings of the members for any purpose at any time.

    3.5 Notice. Notice of regularly scheduled member's meetings (other than the annual meeting) may be given by providing each member with the adopted schedule of regular meetings for the ensuing year at any time after the annual meeting and ten (10) days prior to the regular meeting, and at any such time when requested by a member. If such notice is not given, and in any event with respect to meeting which are not regularly scheduled, written or printed notices stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally, or by mail, or Read Receipt email, to each member entitled to vote at such meeting. Such notice must be delivered at least ten (10) days, and not more than fifty (50) days, prior to the meeting. (Read receipt is a email Message Option feature, initiated by the sender, which causes and automatic response message from the addressee to the sender when the addressee actually opens the email, thus providing positive proof of delivery to the addressee) (Amendment 0002-02 12/3/02)

    3.6 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 the equivalent of giving such notice.

    3.7 Voting. A member may vote in person, by mail, or by proxy executed in writing by such member or such member's duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date it is executed.

    3.8 Quorum. One tenth (1/10) of the members entitled to vote represented at a meeting in person or by proxy or voting by mail shall be necessary and sufficient to constitute a quorum for the transaction of business.

    ARTICLE IV

    Board of Directors

    4.1 Number and Powers. The management of the affairs, property, and interests of the corporation shall be vested in a Board of Directors consisting of no less than five (5) nor more than eleven (11) persons, in addition to the elected officers and other designated appointed special executives of the corporation. Directors must be voting members of the corporation. At each annual meeting after the initial annual meeting, Directors shall be elected for a term of one year to succeed the directors whose terms expire at such meeting. In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and do such lawful acts and things 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 of the corporation. (Amendment 0003-02 12/3/02)

    4.2 Change of Number. The number of directors may at any time be increased or decreased (but not below three (3)) by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.

    4.3 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 even though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office for the un-expired term of his or her predecessor and until a successor is elected and qualified.

    4.4 Regular Meetings. Regular meetings of the Board of Directors may be held at the registered office of the corporation or at such other place or places, either within or without the State of Washington, as the Board of Directors may from time to time designate. The annual meeting shall be held without notice at the place where the annual meeting of Members is held, immediately following the adjournment of the annual meeting of members. In addition to the annual meeting, there shall be regular meetings of the Board of Directors held, with proper notice, not less frequently than once each calendar quarter.

    4.5 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or upon written request by any two directors. Such meetings shall be held at the registered off ice of the corporation or at such other place or places as the directors may from time to time designate.

    4.6 Notice. Notice of all special meetings of the Board of Directors (and of all regular meetings other than the annual meetings to be held at the place and time designated in Section 4.4) shall be given to each director by three (3) days prior service of the same by telegram, facsimile, Read Receipt email, by letter, or personally. The President, Vice President, Secretary, or Treasurer of the Association not given to each Board Member at least three (3) calendar days prior to the meetings may also give notice telephonically. Such notice need not specify the business to be transacted at, or the purpose of, the meeting. (Read receipt is a email Message Option feature, initiated by the sender, which causes and automatic response message from the addressee to the sender when the addressee actually opens the email, thus providing positive proof of delivery to the addressee) (Amendment 0004-02 12/3/02)

    4.7 Quorum. 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.

    4.8 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by a director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

    4.9 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 the director shall file a written dissent or abstention 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 corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

    4.10 Executive and Other Committees. The Board of Directors may appoint, from time to time, from its own number, standing or temporary committees consisting each of no fewer than two (2) directors. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board, provided, however, that no such committee shall have authority of the Board of Directors in reference to:

  • (a) Amending, altering, or repealing these Bylaws;

  • (b) Electing, appointing, or removing any member of any such committee or any director or officer of the corporation;

  • (c) Amending the Articles of Incorporation;

  • (d) Adopting a plan of merger or consolidation with another corporation;

  • (e) Authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation;

  • (f) Authorizing the voluntary dissolution of the corporation or revoking proceedings therefore; or

  • (g) 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.

    All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

    4.11 Remuneration. No salary shall be paid to directors, except for out-of-pocket expenses that are reasonably necessary and approved by resolution of the Board of Directors.

    ARTICLE V

    Officers

    5.1 Designations. The officers of the corporation shall be a President, one or more Vice Presidents (one or more of whom may be Executive Vice Presidents), a Secretary and a Treasurer, and such Assistant Secretaries and Assistant treasurers as the Board may designate. All officers shall be elected for terms of one year by the Board of Directors. Such officers shall hold office until their successors are elected and qualified. The same person, except the offices of President and Secretary, may hold any two or more offices.

    5.2 The President. The President shall serve as Chairman of the Board of Directors and preside over all meetings of the Board of Directors, shall have general supervision of the affairs of the corporation, and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.

    5.3 Immediate Past President. The Immediate Past President shall serve as a voting member of the Board of Directors for a period of one calendar year following completion of his or her term as President. (Amendment 0008-02 12/3/02)

    5.4 Vice Presidents. During the absence or disability of the President, the Executive Vice Presidents, if any, or any of the Vice Presidents in the order designated by the Board of Directors shall exercise all of the functions of the President. Each Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.

    5.5 Secretary and Assistant Secretaries. The Secretary shall issue notices for all meetings, except for notices of special meetings of the members of the Board of Directors which are to be called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall make reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors. The Assistant Secretary, or Assistant Secretaries, in the order designated by the Board of Directors, shall perform all of the duties of the Secretary, and at other times may perform such duties as are directed by the President or the Board of Directors.

    5.6 The Treasurer. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions taken as Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors. The Assistant Treasurer, or Assistant Treasurers, in the order designated by the Board of Directors, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors.

    5.7 Executive Director. The Board may select an Executive Director who shall be responsible for the administration and the conduct of the business and the affairs of the corporation pursuant to guidelines established by the Board. The Executive Director shall have full authority for direction of employees of the corporation, if any. The Executive Director shall serve as a non-elected member of the Board of Directors with all powers and voting rights of a director. The Executive Director, if selected, may be compensated for his or her services in that capacity in such amount and manner as the Board of Directors shall determine. (Amendment 0005-02 12/3/02)

    5.8 Director of Legislative Affairs. The Board may select a Director of Legislative Affairs who shall be responsible for the conduct of the business and the affairs of the corporation in relation to State and Federal legislative bodies pursuant to guidelines established by the Board. The Director of Legislative Affairs shall serve as a non-elected member of the Board of Directors with all powers and voting rights of a director. The Director of Legislative Affairs, if selected, may be compensated for his or her services in that capacity in such amount and manner as the Board of Directors shall determine. (Amendment 0006-02 12/3/02)

    5.9 Delegation. If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board of Directors may from time to time delegate these powers or duties of such officer to any other officer or any director or any other person it may select.

    5.10 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.

    5.11 Other Officers. The Board of Directors may appoint such other officers or 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 from time to time by the Board of Directors.

    5.12 Term – Removal. The officers of the corporation shall hold officer until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of the 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.

    ARTICLE VI

    Depositories

    The monies of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, or in such manner, as may be determined by resolution of the Board of Directors.

    ARTICLE VII

    Notices

    Except as may be otherwise required by law, any notice to any member or director may be delivered personally or by mail, or by Read Receipt email, or published to all members as provided in Article 3.5 above or given telephonically to board members as provided in 4.6 above. If mailed, the notices 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 corporation, postage prepaid. (Read receipt is an email Message Option feature, initiated by the sender, which causes and automatic response message from the addressee to the sender when the addressee actually opens the email, thus providing positive proof of delivery to the addressee). (Amendment 0007-02 12/3/02)

    ARTICLE VIII

    Seal

    The corporation shall have no seal.

    ARTICLE IX

    Books and Records

    The corporation shall keep the complete books and records of account and shall keep minutes of the proceedings of its Board of Directors; and shall keep at its registered office or principal place of business or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.

    ARTICLE X

    Amendments

    The Board of Directors shall have the power to make, alter, amend, and repeal the Bylaws of this corporation by a majority vote of the entire Board of Directors; provided that the Board will not approve such alteration, amendment, or repeal that would adversely impact the rights of any class of member unless such alteration, amendment, or repeal shall first have received the approval of two-thirds (2/3) of the members present at a regular or special meeting at which a quorum is present.

    ARTICLE XI

    Transfer of Ownership

    If a member sells, transfers, or conveys their real property, the new owner of such property may succeed to the prior owner's membership upon written request.

    Adopted by resolution of the corporation's Board of Directors on September 27, 2000.

    ___________(signed)___________


    Karl Duff, Secretary

    Verified as properly corrected including amendments approved this 3rd day of December 2002.

    ____________(signed)__________


    David Henden, Secretary


    Amendment 0001-02 – Article III


    Amendment 0002-02 – Article III, Section 3.5


    Amendment 0003-02 – Article IV, Section 4.1


    Amendment 0004-02 – Article IV, Section 4.6


    Amendment 0005-02 – Article V, Section 5.6


    Amendment 0006-02 – Article V, Section 5.7


    Amendment 0007-02 – Article VII


    Amendment 0008-02 – Article V, Section 3.5 (new)


    Amendment 0009-02 – Article III, Section 3.2


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    KAPO Bylaws


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