Page 34 - Washington Nonprofit Handbook 2018 Edition

regular meetings for the coming year at any time after the annual
meeting and ten days prior to the next succeeding regular meeting
and at any time when requested by a member.

y Each member has one vote on each matter submitted to members for
a vote.

y Members must vote in person (proxy votes are only permitted if
provided for in the bylaws).

y Members holding one-tenth of the votes entitled to be cast
represented in person or by proxy (proxies are only permitted if
provided for in the bylaws) shall constitute a quorum.

y A vote of the majority of the votes entitled to be cast by members
present, or represented by proxy at a meeting at which a quorum is
present, is necessary for any matter voted upon by the members to be
legally adopted. (Note: A greater proportion may be required by the
bylaws or articles and is required by the Act for certain actions.)

y Electronic communication may not be used to give notices, consents
or waivers to a member unless the organization has received consent
from the member.

y Elections of directors cannot be conducted by mail or electronic
transmission unless provided for in the bylaws.

(iii) Board of Directors

Unless otherwise specified:

y Directors need not be residents of Washington or members of the
corporation.

y Initial directors named in the articles of incorporation hold office until
the first annual election of directors.

y If the articles or bylaws provide for the election of any director or
directors by members, then any directors elected by members may be
removed, with or without cause, by two-thirds of the votes cast by
members having voting rights with regard to the election of any
director, represented in person or by proxy (if permitted by the

WASHINGTON NONPROFIT HANDBOOK -23- 2018