| BYLAWS OF VINTAGE AT
UNIVERSITY PLACE HOMEOWNERS ASSOCIATION
ARTICLE 1. OFFICERS
The principal office of the association shall be located at The Quadrant Corporation,
Quadrant Plaza Suite 500, 11100 NE 8th St., Bellevue, Washington. The association may have
such other offices, either within or without the State of Washington, as the Board of
Directors (Board) may designate or as the business of the association may
require from time to time.
ARTICLE 2.
MEMBERS MEETINGS
Section 2.1 Annual Meeting
The annual meeting of the members shall be held each year at the following time and
place for the purpose of electing Directors and transacting such other business as may
come befoe the meeting: The second Wednesday in October, at the office of The Quadrant
Corporation, Quadrant Plaza Suite 500, 11100 NE 8th St., Bellevue, Washington.
If the day fixed for the annual meeting is a legal holiday at the place of the meeting,
the meeting shall be held on the next succeeding business day. If the election of
Directors is not held on the day designated for the annual meeting of the members, or at
any adjournment thereof, the election shall be held at a special meeting of the members
called as soon thereafter as practicable.
Section 2.2 Special Meeting
The President of the Board may call special meetings of the members for any purpose. At
the request of the holders of not less than ten percent (10%) of all of the outstanding
shares of the association entitled to vote at the meeting, the President shall call a
special meeting of the members.
Section 2.3 Place of Meeting
All meetings shall be held at the principal office of the association or at such other
place within or without the State of Washington designated by the Board of by a waiver of
notice signed by all of the members entitled to vote at the meeting.
Section 2.4 Notice of Meeting
The President or Board, when calling an annual or special meeting of members, shall
cause to be delivered to each member entitled to vote at the meeting either personally or
by mail not less than 14 or more than 60 days before the meeting written notice stating
the place, day and hour of the meeting and the agenda for the meeting. If an amendment to
the Articles or Bylaws, removal of a director, or change in a budget which will result in
a change of an assessment obligation is proposed, a general description of such action
proposed shall be included with the notice. Place such notice in the United States mail,
postage prepaid, and addressed to a member at his last known postal address constitutes
delivery of notice.
Section 2.5 Action by Members without a Meeting
Any action required or permitted to be taken at a members meeting may be taken
without a meeting if a written consent setting forth the action so taken is signed by all
members entitled to vote with respect to the subject matter thereof. Any such consent
shall be inserted in the minute book as if it were the minutes of a members meeting.
Section 2.6 Quorum
Thirty Four (34) percent of the outstanding shares of the association entitled to vote,
represented in person or by proxy, shall constitute a quorum at a members meeting.
If less than a quorum of the outstanding shares are represented at a meeting, a majority
of the shares represented may adjourn the meeting without further notice, and Fifty (50)
percent of the number of outstanding shares represented at the prior members meeting
shall constitute a quorum for the purpose of any rescheduled meeting. The provisions of
RCW 64.38.025(3) shall apply to quorums and votes on budget matters. At an adjourned
meeting at which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting as originally notified. The members present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 2.7 Proxies
At all members meetings a member may vote by proxy executed in writing by the member or
by his attorney in fact. Such proxy shall be filed with the Secretary of the association
before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy
shall be invalid after 11 months from the date of the execution.
Section 2.8 Voting of Shares
Each outstanding share entitle to vote shall be entitle to one vote upon each matter
submitted to a vote at a meeting of members.
Section 2.9 Cumulative Voting
Each member entitle to vote at an election of Directors may vote in person or by proxy
the number of shares owned by him for as many persons as there are Directors to be elected
and for whose election he has a right to vote or he may cumulate his votes by distributing
among one or more candidates as many votes as are equal to the number of such Directors
multiplied by the number of his shares.
Section 2.10 Adjournments
Members meetings may be adjourned to a time and place certain without new notice
of the meeting being given. However, any meeting at which Directors are to be elected
shall only b adjourned from day to day until the Directors are elected.
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