Clause 5.1 — Designations
The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. All officers shall be elected for terms of one year by the Board. Such officers shall hold office until their successors are elected and qualify. Any two or more offices may be held by the same person, except the office of President.
Committee Notes
⚠️ Flag (applies to all of Article V). This article defines officer roles adequately but lacks a conflict-of-interest disclosure and recusal procedure required by RCW 24.03A.460. No fiduciary duty statement appears anywhere in the bylaws. Suggested new §5.10: any officer or director with a financial or personal interest in a matter before the Board must disclose it in full, recuse from deliberation and voting, and have the disclosure recorded in minutes, consistent with RCW 24.03A.460.
Clause 5.2 — The President
The President shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the corporation, and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.
Committee Notes
🔵 Note. Standard presidential authority. No direct compliance issues. When §4.3 is updated to include open-meeting and comment-period requirements, the President's responsibilities for chairing those meetings should be reflected consistently.
Clause 5.3 — Vice President
During the absence or disability of the President, the Vice President shall exercise all the functions of the President. The Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.
Committee Notes
🔵 Note. Standard vice-presidential succession provision. No compliance issues. Under the committee's recommended addition to §4.2, the Vice President would also assume responsibility for calling certain special meetings when the President is absent.
Clause 5.4 — Secretary
The Secretary shall issue notices for all meetings, except for notices of special meetings of the members and the Board of Directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the corporate books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors. The Secretary shall perform all of the duties of the Secretary, and at other times may perform such duties as are directed by the President or the Board of Directors.
Committee Notes
🔵 Note. Secretary's notice obligations are referenced here. When §3.5 and Article VII are updated to authorize electronic notice, update §5.4 to reflect that notices may be transmitted electronically to the member's stated preferred address. The Secretary is also the logical recipient for the inspection requests described in the Article IX suggested expansion.
Clause 5.5 — The Treasurer
The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors. The Treasurer shall perform all of the duties of the Treasurer and at other times may perform such other duties as are directed by the President or the Board of Directors.
Committee Notes
🔵 Note. Standard treasurer duties. Under the proposed expansion of Article VI, the Treasurer will carry additional obligations: maintaining separate operating and reserve accounts, ensuring reserve investments comply with RCW 11.100.020, and coordinating the triennial reserve study required by RCW 64.90.545.
Clause 5.6 — Delegation
If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board may delegate the powers or duties of such officer to any other officer or any director or any other person it may select.
Committee Notes
✅ Passes. This delegation provision is a useful backstop for officer absence. No compliance issues.
Clause 5.7 — Vacancies
Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board, as provided by Section 4.2.
Committee Notes
✅ Passes. Cross-reference to §4.2 is appropriate. No compliance issues.
Clause 5.8 — Other Agents
The Board of Directors may appoint such agents as it shall deem necessary or expedient and may authorize reasonable compensation for such service.
Committee Notes
🔵 Note. "Reasonable compensation" is not further defined. Consider whether significant agent contracts should require board majority approval and member notification, particularly for contracts involving ongoing fees above a defined threshold.
Clause 5.9 — Term–Removal
The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Committee Notes
🔵 Note. Officers hold until successors are chosen — no term limits on officer service. Given the conflict-of-interest risks identified in §5.1 notes, the committee should consider whether consecutive term limits are appropriate for officer positions.