BOARD OF DIRECTORS
4.01 Number and Powers.
The management of all the affairs, property, and interests of the Corporation shall be vested in a Board of Directors. The Board of Directors shall consist of no fewer than five (5) and no more than nine (9) Members. The terms of the directors shall be two (2) year, expiring at the annual meeting following their election. At each annual meeting, directors shall be elected 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 all such lawful acts and things as are necessary to carry out the business of the Corporation.
4.02 Term Limits.
Directors may serve up to a maximum of five (5) terms or a total of ten (10) years, after which he or she may not be re-elected for one (1) year. Such term limits shall be calculated from the adoption date of these Bylaws forward (i.e., past terms will not be counted in the term limits, whereas any term currently being served as of the adoption date will be counted in the term limits) regardless of how many terms a Director may have served in the past. Notwithstanding the foregoing, in the event the Corporation cannot find a new member to fill the vacant position on the Board of Directors, the remaining members of the Board of Directors may, by unanimous vote, elect to waive the term limits provision for such period.
4.03 Change of Number.
A. The current number of directors serving may at any time be increased or decreased, between five (5) and nine (9) Members, by a majority of the entire Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director.
B. The number of directors authorized to serve on the Board of Directors under these Bylaws may at any time be increased or decreased by an amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
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. At such time as the Board of Directors may drop below the minimum number of five (5), whether by resignation, death or otherwise, the Board of Directors shall be authorized to carry out business with that reduced number for the maximum period required to fill the vacant position(s). A director elected to fill any vacancy shall hold office for the unexpired term of the predecessor director and until a successor is elected and qualified.
4.05 Regular Meetings.
Regular meetings of the Board of Directors may be held at the Corporation's business office 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 each year during the month of August at a date, time and place as the Board of Directors shall designate by written notice. 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. Minutes shall be kept at all meetings of the Board of Directors.
4.06 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 office of the Corporation or at such other place or places as the directors may from time to time designate. When called by written request of any two directors, such directors shall be charged with providing proper notice of the special meeting in accordance with §4.07. Minutes shall be kept of all Special Meetings.
Notice of all meetings of the Board of Directors (regular, annual and special) shall be given to each director by three (3) days prior service of the same by email, letter, or personal delivery. Such notice shall designate the time and place of the meeting, but need not specify the business to be transacted at, nor the purpose of the meeting.
4.08 Posting Electronic Notice.
Notice may be provided to directors by posting the notice on an electronic network and delivering to such directors a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network. Notice is effective when it has been posted to an electronic network and a separate record of the posting has been delivered to the recipient as provided by this §4.08.
4.09 Waiver of Notice.
Waiver of notice can be made in one of the following two ways:
a. 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; or
b. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting.
A majority of the Members of the entire Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.
4.11 Manner of Acting.
The act of the majority of the directors present at a meeting at which there is a quorum shall be the act of the Board of Directors, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.
4.12 Voting by Electronic Transmission.
Votes for successor directors may be cast by electronic transmission, provided that the Corporation has designated an address, location or system to which the ballot may be electronically transmitted.
4.13 Meetings by Telephone.
Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of such Board of Directors or committee via conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation via such equipment shall constitute presence in person at a meeting.
4.14 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's dissent or abstention shall be entered in the minutes of the meeting, or 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.
No stated salary shall be paid to 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 annual, regular or special meeting of such Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of ad hoc or standing committees may be allowed like compensation for attending committee meetings.
No loans shall be made by the Corporation to any director.
Any director may be removed at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the whole Board of Directors. Notice stating that a named director shall be considered for removal and the cause, if any, for such removal must be mailed to the director prior to a duly called meeting of the Board of Directors at the same time and in the same manner prescribed for the notice of the meeting.
4.18 Action by Directors without a Meeting.
Any action required or permitted to be taken at a meeting of the directors, or of a committee thereof, may be taken without a meeting by a written consent setting forth the action so to be taken, signed by all the directors, or all of the Members of the committee, as the case may be, before such action is taken. Such consent shall have the same effect as a unanimous vote. Any such action may also be ratified after it has been taken, either at a meeting of the directors or by unanimous written consent.