ARTICLE 2 MEETINGS OF MEMBERS
Section 2.1 Place. Meetings of the members of the Association shall be held at the Community or a suitable place within the county in which the Community is located, as may be convenient to the membership and designated from time to time by the Board.
Section 2.2 Annual Meeting. A meeting of the members must be held at least once each year. The annual meeting of the Association shall be held in the first quarter of each fiscal year on a date fixed by the Board. At such annual meeting the Owners shall elect members to the Board or fill vacancies therein, and transact such other business as shall properly come before the meeting. (NOTE: the Board voted to amend this bylaw on 10/17/21, the new language follows). A meeting of the members must be held at least once each year. The annual meeting of the Association shall be held in the fourth quarter of each fiscal year on a date to be determined by the Board each year and owners notified as required by the bylaws and RCW. At such annual meeting the Owners shall elect members to the Board or fill vacancies therein, and transact such other business as shall properly come before the meeting.
Section 2.3 Budget Meeting. Within 30 days after adoption of any proposed budget for the Association, the Board shall provide a summary of the budget to all of the members and set a date for a meeting of the members to consider ratification of the budget.
Section 2.4 Special Meetings. A special meeting of the members may be called by the president, by resolution of the Board, or upon the written request of a majority of the Board, or upon the written request of Owners having not less than 20% of the Voting Interest in the Association. If the Association does not provide notice to Unit Owners of a special meeting within 30 days after the requisite number or percentage of Unit Owners request the secretary to do so, the requesting members may directly provide notice to all the Unit Owners of the meeting. Only matters described in the meeting notice delivered pursuant to Section 2.5 may be considered at a special meeting.
Section 2.5 Notice of Meetings. The Board shall provide notice to Unit Owners of the time, date, and place of each annual, budget and special meeting of members not less than 14 days and not more than 50 days before the meeting date. Notice may be by any means described in RCW 64.34.324 of the Act to each Owner, the Declarant pursuant to the Declaration, and to each Eligible Mortgagee, if required by the Declaration. The notice of any meeting shall state the time and place of the meeting and the items on the agenda, including the text of any proposed amendment to the Declaration or organizational documents of the Association, changes in the previously approved budget that result in a change in Assessment obligations, and any proposal to remove a director or officer. Before, during, or after any meeting of the members, any member may, in writing, waive notice of such meeting. Attendance by a member at a meeting of the members shall constitute a waiver of timely and adequate notice unless the member expressly challenges the notice when the meeting begins.
Section 2.6 Quorum. A quorum is present throughout any meeting of the members if persons entitled to cast 20% of the votes in the Association are present in person or by proxy at the beginning of the meeting, have voted by absentee ballot, or are present by any combination of the foregoing. If a quorum is present at a meeting, a majority of the members present may adjourn the meeting from day to day or to such time and place as may be decided by the directors and no notice of such adjournment need be given. No business shall be transacted at an adjourned meeting that could not have been transacted at the meeting from which the adjournment was taken.
Section 2.7 Adjournment of Meetings. If any meeting of members cannot be organized because a quorum has not attended, the members present, in person or by proxy, may by majority vote adjourn the meeting to a time not less than 48 hours from the time the original meeting was called.
Section 2.8 Order of Business. The order of business at meetings of the members shall be as follows unless dispensed with on motion:
- Roll call;
- Proof of notice of meeting or waiver of notice;
- Minutes of preceding meeting;
- Reports of officers;
- Reports of committees;
- Election of directors (annual meeting or special meeting called for such purpose);
- Unfinished business;
- New business; and
- Adjournment.
Owners must be given a reasonable opportunity at any meeting to comment regarding any matter affecting the Community or the Association.
Section 2.9 Parliamentary Authority. In the event of dispute as to parliamentary procedure at a meeting of the members, the parliamentary authority for the meetings shall be the most current available edition of Robert’s Rules of Order or such other published code of parliamentary procedure as shall be approved by a majority at the meeting.
Section 2.10 Action of Members by Communications Equipment. Meetings of the members may be conducted by telephonic, video, or other conferencing process if (i) the meeting notice states the conferencing process to be used and provides information explaining how Unit Owners may participate in the conference directly or by meeting at a central location or conference connection, and (ii) the process provides all Unit Owners the opportunity to hear or perceive the discussion and to comment regarding matters affecting the Community and the Association.
Section 2.11 Presumption of Assent. A member of the Association present at a membership meeting at which action is taken on any matter put to a vote of the membership shall be presumed to have assented to the action taken unless that member’s dissent or abstention is entered in the minutes of the meeting, or unless such member files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention to the secretary of the Association immediately after the adjournment of the meeting. The right to dissent or abstain shall not apply to a member who voted in favor of an action.
Section 2.12 Minutes. Minutes of all membership meetings shall be maintained in a record by the secretary of the Association or by another person designated by the directors. The decision of each matter voted upon at a membership meeting must be recorded in the minutes. Minutes for every meeting shall be approved by the Association before or at the next Association meeting.