Membership

The owners of lots in Parkside 1 and Parkside 2 shall constitute the membership of the Plat of Parkside Owners Association, hereafter designated as PPOA.

Voting Rights

Each lot shall have voting rights as outlined in PPOA CC & R; Article 4, Sections 4.1, 4.3, 4.4, 4.5, 4.6, and 4.7.

Annual Membership Meeting

The annual membership meeting will be conducted as prescribed in the PPOA CC & R, Section 4.8.

Special Membership Meetings

Special membership meetings may be called as outlined in the PPOA CC & R, Section 4.8.

Place of Membership Meetings

All membership meetings will be held at such a place to be designated by the PPOA Board of Directors.

Notice of Membership Meetings

The President, the Secretary or the Board shall cause notice of membership meetings to be given as outlined in the PPOA CC & R, Section 4.8.

Meeting Waiver of Notice

A waiver in writing signed by the person or persons entitled to such notice, whether before or after the 30-day notice required for the annual membership meeting and the14-day written notice requirement for all special membership meetings shall be deemed equivalent to the giving of such notice.

Quorum

50% of the members entitled to vote (CC & R, Sections 4.3 & 4.5) represented in person or by proxy, shall constitute a quorum at a meeting of the members.  If less than a quorum of members entitled to vote is present at a meeting, a majority of the members so present may adjourn the meeting without further notice.

Manner of Acting

The vote of a majority of the votes entitled to be cast by the members represented in person, or 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 applicable Washington law, the Articles of Incorporation or these Bylaws.

Proxies

A member may vote by proxy executed in writing by the member or by his or her attorney-in-fact.  Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.  A proxy may be given to another member to exercise or to the Board to use at its discretion.  A proxy shall be valid only for the specific meeting for which it was written.

General Powers

The affairs of the PPOA shall be managed by a Board of Directors.

Number

The Board shall consist of 5 Directors.  The number of Directors may be changed by amendment to the Bylaws.  (Reference Section 4.2 of the CC & R)

Qualifications

Directors shall be members in good standing of the PPOA as defined in the CC & R, Section
4.3.

Election of Directors

3.4.1

Initial Directors

Two of the initial elected Directors named in the Articles of Incorporation of the PPOA shall serve until the second annual meeting of members. The remaining 3 Directors shall serve until the 3rd annual meeting.

3.4.2

Successor Directors

Successor Directors shall  be elected each year at the annual meeting of the members of the PPOA, the quorum requirements of Article 2.8 notwithstanding, by a simple majority of lot owners who are present at the meeting. Each owner or multiple owners of a lot shall be entitled to one vote per lot. The election of Directors may also be conducted by mail in such manner as determined by the Board of Directors.

Terms of Office

Directors shall serve for two years.

Annual Meeting

The Board shall meet without notice immediately following the annual meeting of members which has elected new Directors as prescribed in the Bylaws.  This meeting is to elect officers and transact such business as may properly come before the Board.

Regular Board Meetings

By resolution the Board may specify the date, time and place for the holding of regular meetings of the Board without other notice than such resolution.

Special Board Meetings

Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written or oral request of the President or any two Directors, or in the case of a committee meeting, by the Chairman of the committee.  The person or persons authorized to call special meetings may fix any place within the City of Anacortes as the place for holding any special Board or committee meeting called by them.

Board Meetings by Telephone

Members of the Board or any Committee designated by the Board may participate in a meeting of such Board or Committee by means of the telephone or similar communications equipment.  The Board Chairman may conduct such meetings by conference call in which all members can hear one another or by individual communications with each Board member.  Participation in such a conference shall constitute a meeting provided three of the five Directors were available.  These 3 directors shall constitute a quorum.  All such meetings will be recorded in the minutes of the Board.

Place of Board Meetings

All meetings shall be held at a place designated by the Board.

Notice of Special Board Meetings

Notice of special Board or committee meetings shall be by personal communication and of mutual agreement among the Directors.  All Directors must be given notice if reasonably possible.

Quorum

Three Directors shall constitute a quorum and may transact such business as is required of the Board.

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, unless otherwise required by the Bylaws.

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 his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as Secretary of the meeting before the adjournment of the meeting, or forward such dissent or abstention by 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.

Action by Board Without a Meeting

Any action which could be taken at a Board meeting may be taken without a meeting with a written consent to the action signed by each of the Board members.

Resignation

Any Director may resign at any time by delivering written notice to the President or the Secretary of the Board, or by giving oral or written notice at any meeting of the Directors.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Removal

At a meeting of members called expressly for that purpose, one or more Directors (including the entire Board) may be removed from office, with or without cause, by two-thirds of the votes cast by members then entitled to vote on the election of Directors represented in person or by proxy at a meeting of members at which a quorum is present.

Vacancies

A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board.  A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in the office.

Financial Statement and Budget

At each annual meeting the Board shall present the financial statement from the preceding year and the budget for the pending year for the information and inspection of the members.  All members should receive a copy of the financial statement and budget either while present at the annual meeting or by mail at their address of record.

Board Committees

3.20.1   Standing or Temporary Committees
The Board by resolution adopted by a majority of the Directors in office may designate and appoint one or more standing or temporary committees each of which shall consist of two or more Directors.  Such committees shall have and exercise the authority of the Directors and the management of the corporation subject to such limitations as may be prescribed by the Board.  Except that no committee shall have the authority to (a) amend, alter or repeal these Bylaws; (b) select, appoint or remove any member of any other committee or any Director or officer of the corporation; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the corporation or invoke proceedings therefore; (g) adopt a plan for the dissolution of the assets of the corporation; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by a committee.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.

3.20.2   Quorum; Manner of Acting
A majority of the number of Directors composing any committee shall constitute a quorum, and the acts of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

3.20.3   Resignation
Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.20.4   Removal of Committee Member
The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.

Compensation

The Directors shall receive no compensation for their services as Directors but may receive reimbursement for expenditures incurred on behalf of the corporation.

Number and Qualifications

Officers of the corporation shall be President, Vice President, Secretary, and a Treasurer, each elected by the Board.  Any two offices may be held by the same person except the offices of President and Secretary.

Election and Term of Office

The officers of the corporation shall be elected each year by the Board at the annual meeting of the Board and shall hold office until the next annual meeting unless removed, resigned or death intervenes.

Resignation

Any officer may resign at any time, delivering written notice to the President, the Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board.  Such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Removal

Any officer or agent elected or appointed by the Board may be removed from office 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.

Vacancies

A vacancy in any office created by the death, resignation, removal, or disqualification, creation of a new office, or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

President

The President shall be the chief executive officer of the corporation, and, subject to the Board’s control, shall supervise and control all the assets, business and affairs of the corporation.  The President shall preside over meetings of the members and the Board.  The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or 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 are assigned him or her by the Board from time to time.

Vice Presidents

In the event of the death of the President, or his or her inability to act, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President.  The Vice Presidents shall have to the extent authorized by the President or the Board, the same powers as the president to sign deeds, mortgages, bonds, contracts or other instruments.  The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or the Board.

Secretary

The Secretary shall: (a) keep the minutes of the meetings of the members and of the Board, and minutes which may be maintained by committees of the Board: (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 of the corporation; (d) keep records of the post office addresses and class, if applicable, of each member and Director and of the name and post office addresses of each officer; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.

Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and 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 to him or her by the President or the Board.  In addition, it will be the responsibility of the Treasurer to prepare the financial statement from the preceding year and a budget for the impending year and present this to the Board in sufficient time for its evaluation prior to the annual meeting of members.

Books and Records

The Board shall cause to be kept such books and records as specified in these Bylaws and in Section 4.9 of the CC & R.

Accounting Year

The accounting year shall be the calendar year.

Rules of Procedure

Rules of procedure at meetings shall follow Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, Articles of Incorporation, the CC & R, or any resolution of the Board.