Article X — Amendments
The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of this corporation, provided, that the Board will not approve any such alteration, amendment, or repeal that would adversely impact the rights of members unless such alteration, amendment, or repeal shall first have received the approval of sixty percent (60%) of the members entitled to vote.
Committee Notes
🔴 Fix needed. Article X opens by granting the Board unilateral power to "make, alter, amend, and repeal" the bylaws — a serious conflict with RCW 64.90.210, under which amendments affecting member rights require member vote. The 60% member approval threshold is only triggered if the change "adversely impacts the rights of members," but that standard is undefined, giving the board wide discretion to characterize nearly any amendment as non-adverse. There is also no member petition right to initiate an amendment. Suggested replacement: "These Bylaws may be amended by an affirmative vote of at least sixty percent (60%) of members entitled to vote at a duly noticed meeting at which a quorum is present, or by written ballot of the membership consistent with RCW 64.90.415. The Board of Directors may propose amendments for member vote but may not unilaterally amend these Bylaws. Members holding at least twenty percent (20%) of the votes may petition the Board to place a proposed amendment on the next meeting agenda. No amendment may reduce member rights below the minimums established by RCW 64.90 or RCW 24.03A."