AMENDED AND RESTATED BYLAWS OF LOFALL COMMUNITY CORPORATION
ARTICLE 1.1. SHAREHOLDERS
1.1.1.1. ANNUAL MEETING
The annual meeting of the shareholders shall be held on a date set by the Board of Directors (the “Board”) in the first quarter of each year, for the purposes of electing directors and transacting such other business as may come before the meeting. The Board may change the date of the annual meeting for any year, provided that proper notice of such change is given to all of the shareholders in accordance with Section 1.4. below. The failure to hold an annual meeting at the time stated in these Bylaws does not affect the validity of any corporate action.
1.2.1.2. SPECIAL MEETINGS
Unless otherwise provided by law, special meetings of the shareholders may be called by the President, by the Board, or by the holders of not less than twenty-five percent of all of the outstanding shares of the corporation entitled to vote on any issue proposed to be considered at the meeting.
1.3.1.3. PLACE OF MEETING
All meetings shall be held at the principal office of the corporation or at such other place within Kitsap County as may be designated by the Board, pursuant to proper notice.
1.4.1.4. NOTICE OF MEETING
Written notice of each meeting of shareholders shall be delivered to each shareholder entitled to vote at the meeting, 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. Such notice shall be given no fewer than 14 nor more than 60 days before the meeting date, except that notice of a shareholders meeting to act on an amendment to the articles of incorporation, a plan of merger or share exchange, a proposed sale of assets pursuant to RCW 23B.12.020, or the dissolution of the corporation shall be given no fewer than 30 nor more than 60 days before the meeting date. Notice may be transmitted by mail, private carrier, or personal delivery; or by facsimile or electronic mail, with confirmation of receipt. Notice shall be effective (a) if mailed, when deposited in the U.S. mail, with first-class postage prepaid and correctly addressed to the shareholder's address shown in the corporation's current shareholder records, (b) if transmitted by private carrier, upon the day delivery is guaranteed by the carrier, (c) if personally delivered, upon delivery, and (d) if by facsimile or electronic mail, upon confirmation of receipt.
1.5.1.5. WAIVER OF NOTICE
A shareholder may waive any notice required to be given by these Bylaws, or the Articles of Incorporation of this corporation, or any of the corporate laws of the State of Washington, before or after the meeting that is the subject of such notice. A valid waiver is created by any of the following three methods: (a) in writing, signed by the shareholder entitled to the notice and delivered to the corporation for inclusion in the corporate records; (b) attendance at the meeting, unless the shareholder at the beginning of the meeting objects to the holding of the meeting or the transaction of business at the meeting; or (c) failure to object at the time of presentation of a matter not within the purpose or purposes described in the meeting notice, assuming the shareholder is present at the meeting at such time.
1.6.1.6. QUORUM
Unless otherwise required by law, more than half (“a majority”) of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a shareholders meeting. If less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. Once a share is represented at a meeting, other than to object to the holding of the meeting or to the transaction of business, it is deemed to be present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for the adjourned meeting. At such reconvened meeting, any business may be transacted that might have been transacted at the meeting as originally notified.
1.7.1.7. PROXIES
At all shareholders meetings a shareholder may vote in person or by proxy executed in writing by the shareholder or by his attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy shall be invalid after eleven months from the date of its execution. A proxy form shall be sent with each meeting notice and include a ballot for the election of the Board of Directors and a summary of important business to be voted on.
1.8.1.8. VOTING OF SHARES
Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders except as provided in Article 3.1 of the Amended and Restated Articles of Incorporation of the corporation.
1.9.1.9. MANNER OF ACTING
At a meeting at which a quorum is represented, action on a matter is approved if the affirmative vote of a majority of the shares represented at the meeting are cast in favor of such action, unless the vote of a greater number is required by law or by the Articles of Incorporation. In the election of directors, the candidates receiving the highest number of votes shall be elected.
1.10.1.10. CONSENT IN LIEU OF MEETING
Any action required or permitted to be taken at a shareholders meeting may be taken without a meeting if a written consent setting forth the action so taken is signed in accordance with Article 7 of the Articles of Incorporation. Any such consent shall be inserted in the minute book with the same effect as if it were the minutes of a shareholders meeting.
1.11.1.11. REMOTE COMMUNICATION MEETINGS
The shareholders may participate in a meeting of the shareholders by means of a conference telephone call or remote communications equipment pursuant to and in compliance with the provisions of RCW 23B.07.080. Subject to the notice requirements of Section 1.4. above, such a meeting shall be considered a duly held shareholders meeting, and participation by such means shall constitute presence in person at the meeting.
ARTICLE 2.2. BOARD OF DIRECTORS
2.1.2.1. GENERAL POWERS
All corporate powers shall be exercised by or under the authority of, and the business affairs and operations of the corporation shall be managed under the direction of, the Board, except as may be otherwise provided by law or the Articles of Incorporation, including, without limitation, the authority of the Board to establish and approve the Rules of Lofall Community Corporation and related procedures.
2.2.2.2. NUMBER AND QUALIFICATION
The Board shall be composed of not less than four (4), nor more than nine (9) directors, which number may be changed from time to time by an amendment to these Bylaws, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Each director must hold at least one share of common stock of the corporation and reside or own real property within a radius of 10 miles from the western extremity of Wesley Way at Hood Canal and must have reached the age of majority.
2.3.2.3. ELECTION AND TERM OF OFFICE
Directors shall be elected at each annual meeting of shareholders, to hold office until the next annual meeting of the shareholders and until their respective successors are elected and qualified.
2.4.2.4. REGULAR MEETINGS
A regular Board meeting shall be held without notice immediately after and at the same place as the annual meeting of shareholders. By resolution, the Board may provide the time and place for holding additional regular meetings without other notice than such resolution, provided that notice of such resolution has been given to all directors at least three (3) days prior to the date of the first such regular meeting.
2.5.2.5. SPECIAL MEETINGS
Special Board meetings may be called by the President at his discretion or at the request of any one director. The President may designate any place as the place for holding any special Board meeting so called.
2.6.2.6. NOTICE
2.6.1.2.6.1. Written or oral notice of each special Board meeting shall be delivered to each director at least three days before the meeting. Written notice may be transmitted by mail, private carrier, or personal delivery; by facsimile or electronic mail, with confirmation of receipt. Oral notice may be communicated in person or by telephone, and shall be effective when communicated.
2.6.2.2.6.2. Written notice shall be deemed effective upon the earliest of:
(a) if transmitted by mail, five days after being deposited in the United States mail, correctly addressed, with first class postage prepaid;
(b) if transmitted by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee, on the date shown on the return receipt;
(c) if transmitted by private carrier, upon the day delivery is guaranteed by the carrier;
(d) if transmitted by facsimile or electronic mail, upon confirmation of receipt.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
2.7.2.7. WAIVER OF NOTICE
A director may waive notice of a special meeting of the Board either before or after the meeting, and such waiver shall be deemed to be the equivalent of giving notice. The waiver must be in writing, signed by the director and delivered to the corporation for inclusion in its corporate records. Attendance of a director at a meeting shall constitute waiver of notice of that meeting unless said director attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.
2.8.2.8. QUORUM
Unless otherwise required by law, a majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a quorum is present, a majority of the directors present may adjourn the meeting from time to time without further notice.
2.9.2.9. MANNER OF ACTING
The act of a majority of the directors present at a meeting shall be the act of the Board, provided that a quorum is present at the time the vote on such action is taken.
2.10.2.10. VACANCIES
Any vacancy occurring on the Board shall be filled either (a) by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board or (b) by the shareholders at an annual meeting or at a special meeting called for that purpose. A director elected to fill a vacancy due to death, resignation, or removal shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled for a term extending only until the next annual meeting of shareholders.
2.11.2.11. REMOVAL
At a meeting of shareholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the shareholders in accordance with Section 1.9. of these Bylaws.
2.12.2.12. COMPENSATION
Directors shall be paid no fee or other compensation for serving on the Board or for attendance at meetings thereof.
2.13.2.13. PRESUMPTION OF ASSENT
A director of the corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless:
(a) the director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting;
(b) the director's dissent or abstention from the action is entered in the minutes of the meeting; or
(c) the director delivers his or her written dissent or abstention to such action to the presiding officer of the meeting before the adjournment thereof or to the corporation within a reasonable time after the adjournment of the meeting.
A director who voted in favor of such action may not dissent or abstain.
2.14.2.14. CONSENT IN LIEU OF MEETING
Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by each of the directors. Any such written consent shall be inserted in the minute book with the same effect as if it were the minutes of a Board meeting.
2.15.2.15. COMMITTEES
2.6.1.2.15.1. The Board, by resolution adopted by a majority of the directors then holding office, may designate from among its members an executive committee or one or more other committees. Each such committee:
(a) must have two or more members;
(b) must be governed by the same rules regarding meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements as apply to the Board; and
(c) to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all the authority of the Board, except that no such committee shall have the authority to do the following, which authority, by statute, is reserved to the Board or shareholders and cannot be delegated to a committee:
(1) authorize or approve distributions except according to a general formula or method prescribed by the Board;
(2) approve or recommend to shareholders actions or proposals required by law to be approved by shareholders;
(3) fill vacancies on the Board or any committee thereof;
(4) amend the Articles of Incorporation;
(5) adopt, amend, or repeal the Bylaws;
(6) approve a plan of merger not requiring shareholder approval; or
(7) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the Board may authorize a committee, or a senior executive officer of the corporation, to do so within limits specifically prescribed by the Board.
2.6.1.2.15.2. The Board will establish a Finance Committee to consist of a minimum of three members, at least one of which shall be a member of the Board, which shall:
(a) review financial statements of the corporation;
(b) advise the Board with respect to the preparation of an annual budget for the corporation;
(c) manage investment accounts of the corporation and make investment decisions, with the advice of an outside investment advisor recommended by the Committee and approved by the Board;
(d) periodically evaluate the performance of the outside investment advisor and recommend a new advisor to the Board, if warranted; and
(e) report the activities of the Committee to the Board at each Board Meeting, as a regular agenda item.
2.6.1.2.15.3. The Board, with the advice of the Financial Committee, shall prepare a budget of the usual and anticipated expenditures for the coming fiscal year. This budget would include all ordinary and expected expenses and anticipated major maintenance. In such budget, the Board shall recommend to the shareholders, as an income line item, an annual maintenance fee to be paid by each shareholder to properly operate and maintain the facilities and property of the corporation in a sound and safe condition. Shareholders shall vote to approve this budget. Any unbudgeted expenditures aggregating $25,000.00 during a fiscal year in payment for the following items shall be approved by the Board:
(a) compensation to an individual or firm;
(b) purchase of capital equipment;
(c) repairs; and
(d) improvements.
The Board may make unbudgeted expenditures for emergency repairs of the corporation facilities in excess of $25,000.00 without shareholder approval providing the shareholders are notified of such action within 30 days of the repair.
2.16.2.16. REMOTE COMMUNICATION MEETINGS
Members of the Board or any committee appointed by the Board may participate in a meeting of the Board or such committee by means of a conference telephone call or remote communications equipment, pursuant to the provisions of and in compliance with RCW 23B.08.200, provided that all persons participating in the meeting can hear each other. Subject to the notice requirements of Section 2.6. above, such a meeting shall be considered a duly held meeting of the Board or the committee, and participation by such means shall constitute presence in person at the meeting.
ARTICLE 3.3. OFFICERS
3.1.3.1. DESIGNATION
The officers of the corporation shall be a President, a Secretary, and a Treasurer, together with such Vice Presidents as the Board deems necessary, if any. Such other officers and assistant officers as the Board deems necessary may be elected or appointed by the Board. The Board may, in its discretion, elect a Chairman of the Board. If elected, the Chairman shall, when present, preside at all meetings of the Board and the shareholders’ meetings, and shall have such other powers as the Board may prescribe.
3.2.3.2. ELECTION AND TERM OF OFFICE
The officers of the corporation shall be elected annually by the Board at the Board meeting held after the annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting may conveniently be held. Each officer shall hold office until the next annual meeting and until his or her successor has been elected and qualified or until his or her earlier resignation or removal.
3.3.3.3. REMOVAL
Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
3.4.3.4. VACANCIES
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board for the unexpired portion of the term.
3.5.3.5. PRESIDENT
The President shall be the chief executive officer of the corporation and, subject to the Board's control, shall supervise and control all of the business and affairs of the corporation. When present, the President shall preside over all shareholders meetings and over all Board meetings. The President may sign on behalf of the corporation certificates for shares of the corporation, deeds, mortgages, bonds, contracts, notes, or other instruments that the Board has authorized to be executed, except when the execution thereof has been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or when such documents are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
3.6.3.6. VICE PRESIDENT
In the absence of the President or in the event of the President's death or inability or refusal to act, the Executive Vice President, if any, or any Vice President in the order designated by the Board, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. A Vice President may sign, with the Secretary, certificates for shares of the corporation, and shall perform such other duties as from time to time may be assigned by the President or by the Board.
3.7.3.7. SECRETARY AND ASSISTANT SECRETARY
The Secretary shall:
(a) Prepare and keep the minutes of shareholders and Board meetings in one or more books provided for that purpose;
(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c) Be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal is affixed to all documents when required, the execution of which on behalf of the corporation under its seal is duly authorized;
(d) Authenticate records of the corporation when necessary or appropriate;
(e) Keep a register of the post office address and facsimile and email address of each shareholder as furnished to the Secretary by each shareholder;
(f) Sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which has been authorized by resolution of the Board;
(g) Have general charge of the stock transfer books of the corporation; and
(h) In general perform all duties as from time to time may be assigned by the President or by the Board.
The Assistant Secretary shall:
The Assistant Secretary shall perform such duties and other duties assigned to him or her by the Secretary, President or the Board and shall perform the duties of the Secretary if he or she is unable to do so.
3.8.3.8. TREASURER
If required by the Board, the Treasurer and any other officers having control of corporate funds, shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine. Such required bonds will be paid for by the corporation. The Treasurer shall, within any limitations or restrictions established by the Board:
(a) Have charge and custody of and be responsible for all funds of the corporation, except investment funds;
(b) Receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and
(c) In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board.
3.9.3.9. SALARIES
The officers of the corporation shall receive no salaries but the Board may authorize the reimbursement of expenses incurred by the officers in connection with the business operations of the corporation.
ARTICLE 4.4. CERTIFICATES FOR SHARES AND THEIR TRANSFER
4.1.4.1. CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be signed by the President or the Vice President and by the Secretary or Assistant Secretary and shall include thereon written notice of any restrictions which the Board may impose on the transferability of such shares. All certificates shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe.
4.2.4.2. TRANSFER OF SHARES
Any transfer of shares of the corporation shall be made only in accordance with Article 3.1 and Article 8 of the Articles of Incorporation of the corporation and on the stock transfer books of the corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney in fact authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender to the Secretary of the corporation the certificates for such shares for cancellation, duly and properly endorsed for transfer.
4.2.4.3. RESPONSIBILITIES OF SHAREHOLDERS
The ownership of a share of stock in the corporation embodies certain responsibilities, which are required to assure the successful operation of the corporation. To remain in good standing it is incumbent on each shareholder and users of the facilities to follow the rules and procedures as established by the Articles of Incorporation, Bylaws and Rules of Lofall Community Corporation (collectively, “Governing Documents”). Should any of the Governing Documents be violated by a shareholder, the Board has the power and authority to impose and enforce penalties and remedies set forth in the Rules of Lofall Community Corporation. None of these penalties or remedies are to be imposed without reasonable notification and warning to a shareholder.
If there are repeated violations of the Governing Documents or failure to pay fees or assessments when due by a shareholder, the Board may:
(a) rescind the right of the shareholder to use or have access to the facilities on the property;
(b) pursue any other legal remedies under applicable laws including, without limitation, the filing of a collection lawsuit against a shareholder in the appropriate court.
All of the above penalties and remedies shall be imposed and enforced by the Board uniformly among all of the shareholders.
ARTICLE 5.5. BOOKS AND RECORDS
5.1.5.1. MINUTES
The corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the corporation.
5.2.5.2. ACCOUNTING RECORDS AND FINANCIAL STATEMENTS
The corporation shall maintain appropriate accounting records. Not later than four (4) months after the close of each fiscal year, and in any event prior to the annual meeting of shareholders, the corporation shall prepare: (a) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of the fiscal year, and (b) an income statement showing the results of its operations during the fiscal year. If financial statements are prepared for any purpose on the basis of generally accepted accounting principles, the annual statements pursuant to this paragraph must also be prepared, and disclose that they are prepared, on that basis. If financial statements are prepared only on a basis other than generally accepted accounting principles, they must be prepared, and disclose that they are prepared, on the same basis as other reports and statements prepared by the corporation for the use of others.
5.3.5.3. STOCK RECORDS
The corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
5.4.5.4. COPIES AT PRINCIPAL OFFICE
The corporation shall keep a copy of the following records at its principal office:
(a) The Articles or Amended and Restated Articles of Incorporation and all amendments currently in effect;
(b) The Bylaws or Amended and Restated Bylaws and all amendments currently in effect;
(c) The minutes of all shareholders meetings, and records of all actions taken by shareholders without a meeting, for the past three years;
(d) The financial statements required under Section 5.2 above, for the past three fiscal years;
(e) All written communications to shareholders generally within the past three years;
(f) A list of the names and email addresses of its current directors and officers; and
(g) Its most recent annual report delivered to the Secretary of State of Washington.
5.5.5.5. RECORDS AVAILABLE TO SHAREHOLDERS
5.5.1.5.5.1. Upon written request, the corporation shall promptly mail to any shareholder a copy of the most recent balance sheet and income statement. If prepared for other purposes, the corporation shall furnish, upon written request, a statement of sources and applications of funds, and a statement of changes in shareholders' equity, for the most recent fiscal year.
5.5.2.5.5.2. For a period beginning ten days prior to any shareholders meeting and continuing through the meeting, an alphabetical list of the names of all shareholders of the corporation entitled to notice of the meeting, with address and number of shares held, shall be made available for inspection by any shareholder during normal business hours at the principal office of the corporation or at a place identified in the meeting notice in the city where the meeting will be held. Such shareholder list shall also be available at the meeting or any adjournment of the meeting.
5.5.3.5.5.3. A shareholder of the corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Section 5.4. above if the shareholder gives the corporation written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy.
5.5.4.5.5.4. Subject to Section 5.5.5. below, a shareholder of the corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation:
(a) Excerpts from minutes of any meeting of the Board, records of any action of a committee of the Board while exercising the authority of the Board, minutes of any meeting of the shareholders, and records of action taken by the shareholders or Board without a meeting, to the extent not subject to inspection under Section 5.5.3. above;
(b) Accounting records of the corporation; and
(c) The record of shareholders.
5.5.5.5.5.5. The right to inspect and copy records under Section 5.5.4. above exists only if the shareholder gives the corporation written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy, and if:
(a) The shareholder's demand is made in good faith and for a proper purpose;
(b) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and
(c) The requested records are directly connected with the shareholder's purpose.
ARTICLE 6.6. FISCAL YEAR
The fiscal year of the corporation shall be the twelve month period ending on December 31 in each year.
ARTICLE 7.7. AMENDMENTS
These Bylaws may be amended or repealed, and new bylaws may be adopted, either
(a) by a majority vote of the shareholders at an annual or special meeting, provided that notice of the meeting includes a description of the proposed change to the Bylaws; or
(b) by a majority vote of the Board, except to the extent such power is reserved to the shareholders by law or by the Articles of Incorporation, or unless the shareholders, in amending or repealing a particular bylaw, provide expressly that the Board may not amend or repeal that bylaw.
ARTICLE 8.8. RULES OF ORDER
All meetings of the shareholders and directors shall be conducted in the manner determined by the person acting as chairman of the meeting, to the extent not inconsistent with the Articles of Incorporation, Bylaws, or special rules of order of the corporation.
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