Article IV — Board of Directors

Clause 4.1 — Number and Powers

The management of all the affairs, property, and interests of the corporation shall be vested in a Board of Directors consisting of seven (7) persons. Directors must be members. The Board of Directors elected by the members shall serve staggered terms consisting, as nearly as possible, of one-half (1/2) of the total number of directors elected in any one year. At each annual meeting, directors shall be elected for a term of two (2) years 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 not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members of the corporation, including but not limited to all of the powers enumerated in the Articles of Amendment of this corporation, as well as the following powers:

Clause 4.1.1 — Power: Construct and Maintain Facilities

To construct, improve, develop, repair, and maintain, swimming areas, parks and general community facilities appropriate for the use and benefit of its members, and to make and collect charges, dues and assessments to pay the costs and expenses therefor.

Clause 4.1.2 — Power: Records and Compliance Certificates

To keep records of approvals or disapprovals made or issued by the corporation; to keep books and records showing all charges, levies, and assessments made; to issue certificates of completion and compliance covering respective parcels of property upon which buildings, structures, and other improvements have been placed, all as provided in the Protective Covenants and Modified Protective Covenants 2008 of Lakemoor Community Club and any amendments thereto affecting such property or portions thereof; and to make and collect charges covering the cost and expense of such acts.

Clause 4.1.3 — Power: Enforce Liens and Covenants

To enforce liens, charges, assessments, restrictions, conditions, and covenants upon and/or created for the benefit of parcels of real property over which the corporation has jurisdiction and to which such parcels may be subject to the full extent the corporation has the legal right to enforce the same, and to incur, pay, and seek reimbursement for, all expenses incidental thereto, including but not limited to reasonable attorneys fees and costs.

Clause 4.1.4 — Power: Pay Taxes

To pay the taxes and assessments which may be levied by any public authority upon any of the property now or hereafter used or set apart for the general benefit and use of the owners of lots within the jurisdiction of the corporation.

Clause 4.1.5 — Power: Consent and Enforcement of Covenants

To exercise such powers of consent, decision, modification, cancellation, and/or enforcement of covenants, restrictions, liens, and charges imposed upon such property.

Clause 4.1.6 — Power: Approve Plans for Structures

To approve and/or disapprove, as provided by covenants, tree plans when required, restrictions, plans and specifications for structures to be erected or maintained upon such property or any portion thereof and any and all materials for same.

Clause 4.1.7 — Power: Regulate Signs

To regulate the posting upon any of such property, signs and the like.

Clause 4.1.8 — Power: Levy and Collect Assessments

To fix, establish, levy, and collect annually such charges and assessments as may be necessary, in the judgment of the Board of Directors, to carry out any or all of the purposes for which this corporation is formed, and to file and foreclose a lien or liens upon any property or lot for which any assessment is not paid when due, together with interest and attorneys fees and costs in connection therewith.

Clause 4.1.9 — Power: Expend Collected Moneys

To expend the moneys collected by the corporation from charges and assessments and other sums received for the payment and discharge of costs, expenses, and obligations incurred by the corporation in carrying out any and all purposes for which the corporation was formed.

Clause 4.1.10 — Power: Engage in Lawful Activity

In furtherance and not in limitation of the above, to engage in any other lawful activity that may hereafter be authorized from time to time by the Board of Directors, and to exercise any or all powers of nonprofit corporations and of homeowners' associations pursuant to the laws of the State of Washington, including Ch. 24.03 RCW, and Ch. 64.38 RCW, as amended.

Clause 4.2 — Vacancies

All vacancies on 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, provided that no fewer than four directors of the Board remain. If the remaining Board members cannot agree by majority vote, or if fewer than four directors remain, a special meeting of members shall be called within 30 days of such event to vote to fill such vacancy or vacancies. A director elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until a successor is elected.

Clause 4.3 — Regular Meetings

Regular meetings of the Board of Directors may be held at the registered office of the corporation or at such other place as the Board of Directors may from time to time designate. The annual meeting shall be held at the registered office of the corporation, or at such other 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.

Clause 4.4 — 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.

Clause 4.5 — Quorum

A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.

Clause 4.6 — Waiver of Notice

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. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

Clause 4.7 — Executive, Architectural, and Other Committees

The Board of Directors may appoint, from time to time, standing or temporary committees. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board of Directors. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Notwithstanding the above, the Board shall appoint a standing Architectural Control Committee consisting of no less than three (3) members which shall be responsible for reviewing and approving or rejecting tree plans and all plans for building and development within the area of jurisdiction of this corporation pursuant to the Modified Protective Covenants 2008 as amended and within rules and regulations adopted from time to time and published to the membership by the Board, and the Board shall retain final authority over the decisions of such Committee.

Clause 4.8 — Removal

Any director may be removed at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the votes cast by members having voting rights represented in person or by proxy at a meeting of members at which a quorum as defined in Article III, Section 3.8, is present.

Clause 4.9 — 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 a majority of the directors, or a majority 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.