ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers
The affairs of the Corporation shall be managed by the Board of Directors.
3.2 Number
The Board shall consist of twelve Directors. The number of Directors may be changed from time to time by amendment to these By-Laws, provided that no decrease in the number shall have the effect of shortening the term of an incumbent Director.
3.3 Qualifications
Directors shall be members of the Corporation. Directors may have such other qualifications as the Board may prescribe by amendment to these By-Laws.
3.4 Election of Directors
3.4.1 Initial Directors
The initial Directors named in the Articles of Incorporation and elected at the first annual meeting shall serve until the second annual meeting of members.
3.4.2 Successor Directors
3.4.2.1 At the second annual meeting following incorporation, a Board of Directors consisting of twelve Directors shall be elected with terms as follows:
One-third (1/3) shall be elected for one-year terms,
One-third (1/3) shall be elected for two-year terms,
One-third (1/3) shall be elected for three-year terms.
3.4.2.2 At all succeeding annual meetings, Directors shall be elected to replace those members whdse terms expire as of that annual meeting.
3.5 Term of Office
With the exception of the terms of the initial Directors, unless a Director dies, resigns or is removed, he or she shall hold office until the third annual meeting of the members following his or her election. No Director elected at the second annual meeting following incorporation, or any succeeding annual meeting may serve consecutive terms. It is the intent of this provision that any of the initial Directors named in the Articles of Incorporation, any Director elected at the first annual meeting, or any individual appointed to fill the remaining portion of the term of a Director who dies, resigns or is removed may serve a succeeding term.
3.6 Annual Meeting
The annual meeting of the Board shall be held without notice immediately following and at the same place as the annual meeting of members for the purposes of electing officers and transacting such business as may properly come before the meeting.
3.7 Regular 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.
3.8 Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President, any Director or, in the case of committee meetings, by the chair of the committee.
3.9 Place of Meetings
All meetings shall be held at a place designated by the Board.
3.10 Quorum
A majority of the number of Directors fixed by or in the manner provided by these By-Laws shall constitute a quorum for the transaction of business at any Board or Board Committee meeting.
3.11 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, unless the vote of a greater number is required by these By-laws, the Articles of Incorporation or applicable Washington law.
3.12 Action by Board Without a Meeting
Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Any such written consent shall be inserted into the reco~d of Board Meetings as if it were a Board Meeting.
3.13 Resignation
Any Director may resign at any time by delivering written notice to the President or by giving oral or written notice at any meeting of the Board.
3.14 Removal by Members
At a meeting of the 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 at a meeting of members at which a quorum is present.
3.15 Removal by the Board
A Director may be removed by a vote of two-thirds of the Directors at a meeting of the Board for cause. Consideration shall be given to removal of a Director who fails to attend three (3) consecutive meetings of the Board of Directors.
3.16 Vacancies
A vacancy in the position of the Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board is present. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office. A Director who is appointed to fill a vacancy may run for and be elected to sen/e a succeeding full term, but is otherwise prohibited from serving successive terms in accordance with these By-laws.
3.17 Board 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.
3.18 Other 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 consisting of two or more members as it deems necessary to accomplish the business of the corporation.
3.19 Compensation
The Directors shall receive no compensation for their seivice as Directors but may receive reimbursement for expenditures incurred on behalf of the corporation.