Bylaws
BYLAWS OF SEAMOUNT ESTATES COMMUNITY CLUB
ARTICLE I: MEMBERS
Section 1 - Authority
Ultimate power and authority in this Corporation is vested in its membership.
Section 2 - Identity
Members in this Corporation shall be the owners of lots within Seamount Estates Divisions 1, 2, 3, and 4.
Section 3 - Qualifications and admissions
Any lot owner in Seamount Estates, Jefferson County, must be a member of Seamount
Estates Community Club, here-in-after known as Seamount, and becomes a member by the purchase of a lot in the plats entitled “Seamount Estates Division 1, 2, 3, and 4” (when the same can be done legally).
Section 4 - Permanence
Memberships shall be permanent, unless transferred by sale or terminated in accordance with these bylaws.
Section 5 - Multiple lot ownership
Members shall have one membership and one certificate for each platted lot owned.
ARTICLE II: CERTIFICATES OF MEMBERSHIP
Section 1 - Requirement
A Certificate of Membership shall be issued for each membership held. The secretary shall issue the membership certificates within 60 days of a change in county property records.
Section 2 - Form
Certificates of Membership shall be of such form and device as the Board of Directors may elect and each certificate shall be signed by the President and countersigned by the Secretary and express on its face its number, date of issuance, and the person or persons to whom it is issued and shall bear the Corporate Seal of the Corporation and shall contain a statement, printed in clear type, that the Corporation is not one for profit.
Section 3 - Joint Membership
Where, because of joint lot ownership, a membership is jointly issued to more than one person, any name thereon shall be considered as member, provided that only one vote shall be accorded such member and any one of the persons named on such a certificate may cast the vote. In the event that conflicting votes are received from the same membership certificate, then neither vote will be counted.
Section 4 - Assignability
A membership shall be readily transferable upon request of the holder of a Certificate of Membership, upon surrender of the certificate to the Secretary of the Corporation, but it shall only be transferable to such person or persons as are eligible for membership and elected to receive such transfer of membership.
Section 5 - Inheritance
The right to ownership of a Certificate of Membership shall pass by will or inheritance.
Section 6 - Operation of Law
No membership or certificate evidencing the same in this Corporation shall be subject to execution, nor shall it become an asset of any insolvent or bankrupt estate, nor shall the title thereto pass by operation of law.
Section 7 - Re-issuance of Certificates
In the event of any transfer of membership authorized by these bylaws, the transferor shall surrender the transferor’s certificate to the Secretary of the Corporation and a new certificate shall be issued to the transferee. The Corporation shall at all times have the right to recognize the person identified upon its record as the owners of outstanding Certificate of Membership as the authorized person to exercise all of the rights and privileges of membership.
ARTICLE III: TERMINATION OF MEMBERSHIP
Section 1 - Withdrawal
No member shall be entitled to withdraw from membership so long as the member owns real property in Seamount, or such other real estate development for which membership has been authorized, and in the event of termination, of such real property ownership, the membership shall be transferred to the new owner.
Section 2 - Forfeiture
The Corporation may forfeit any membership in the event of foreclosure as provided for in Article XII, Section 8 of the bylaws.
Section 3 - Non-payment Termination
In addition to any other remedy or rights in these bylaws, including rights of foreclosure in Article XII, Section 8, a membership may be terminated and the certificate canceled by the act of the Board of Directors for nonpayment of membership dues, fees, charges, assessments, interest, penalties and attorney fees incurred by the Board of Directors within five months after the mailing of a notice of delinquency by US Mail to the address of the member as it appears according to the records of the corporation.
The membership may be reinstated and certificate be issued at any time prior to foreclosure upon payment of all delinquent membership dues, fees, enhanced dues or fees as per Article XII, Section 3, charges, assessments, interest, penalties and attorney fees.
Section 4 - Automatic Termination
Any membership in the Corporation shall be automatically terminated and the certificate representing the same shall be automatically canceled, without notice, in the event of any assignment in violation of Article II, Section 6.
ARTICLE IV: PRIVILEGES OF MEMBERSHIP
Section 1 - Vote
Members must be in good standing to cast their vote. Good standing is defined as having all dues, fines, and assessments paid at the time the vote is counted.
The named owner or owners of each Certificate of Membership shall be entitled collectively to one vote for each item that requires voting. Votes may be in person at General Membership Meetings, by absentee ballot or by a proxy they designate in writing to cast their vote. (RCW 64.38.120, RCW 24.06.110) A member must be physically present and signed in as a member of the quorum to speak at a meeting. Owners of more than one certificate shall be entitled to a half vote (for half a lot) or one vote for each certificate or whole lot.
Prior to meetings, proxy cards and absentee ballots will be mailed to the member and must be signed by the registered Certificate lot owner. All proxy cards and absentee ballots must be returned using the guidelines under Article XIV- Notices. Proxy cards and absentee ballots will only be distributed in advance if members need to vote on an item at that General Meeting, i.e. a Bylaw change. A member must submit their proxy card and/or absentee ballot(s) to the Seamount Secretary in advance of a General Meeting for their vote(s) to be counted.
Section 2 - Privileges
The privileges of club membership at corporate recreation facilities and properties of the Corporation shall be extended to family members.
Members of Seamount connected to the Seamount water system will be provided water as a privilege of membership. If membership is temporarily withdrawn for non-payment of dues or other charges, water service may also be discontinued until membership is reinstated.
Section 3 - Guests
The privileges of membership at Seamount recreation facilities shall be extended to guests of members when accompanied by the member themselves or one of the member’s immediate family. Members may not exceed four guests (two guests per identification badge). If additional guests are requested by the member, the member must obtain a “Day Use” permit from the corporation listing the additional guests.
Section 4 - Identification
Each Seamount membership is entitled to two (2) identification badges which must be worn by the member or immediate family member when using any Seamount recreation facility.
Section 5 - Penalties
Members who are found violating the identification badge use policy outlined in Article IV of these bylaws will be penalized as follows:
1st offense - written warning
2nd offense - $100.00 fine
3rd offense - one (1) year suspension from all Seamount recreational facilities
Section 6 - State Laws
State laws pertaining to the harvesting of shellfish on privately owned tidelands shall be observed on Seamount properties. Not to be sold, traded, etc. Violators are subject to the penalties as defined in Section 5 of this same article.
Section 7 - Dogs
Seamount members living full-time on Seamount property shall abide by Jefferson County Animal Control rules. Dogs who are taken off the Seamount member’s property or to the beach must be on a leash. Members are responsible for picking up and discarding their pet’s waste in proper receptacles.
ARTICLE V: MEETINGS OF MEMBERS
Section 1 - Meetings
The Corporation shall hold three (3) regular meetings each year. These meetings will be held in the months of March, June, and September.
Section 2 - Special Meetings
Special meetings of the general membership may be called at any time by the President or at the written request of any five (5) members.
Section 3 - Notices
Notices of all meetings of the membership shall be mailed to each member of the Corporation at least 14 days prior to each meeting. This meeting notice will give the date, time and place of meeting.
Section 4 - Quorum
At all meetings of the Corporation membership, 15% of the members shall constitute as quorum.
ARTICLE VI: CORPORATE MANAGEMENT
Section 1 - Authority
The affairs of this Corporation shall be managed by its Board of Directors, which may act through and by means of its officers, provided that the Directors shall have no power to buy or sell the Corporation’s real property without the prior decision of the members of the Corporation, nor shall the Directors have the power to take any steps in dissolution of the Corporation other than those provided for by statute.
Section 2 - Building Committee
The Building Committee shall consist of three (3) members. One member will be elected each year in June for a term of three (3) years. The members of this committee shall serve without compensation. If a vacancy occurs on this committee, the Board of Directors shall appoint a new member who will finish out the remainder of the vacant term.
Section 2a - Duties of the Building Committee
The building committee shall meet on a quarterly basis, or more often as necessary, to consider all proposals for construction with the Plats, i.e. buildings, porches, decks, fences, etc. Permits shall be signed by all members of the Committee, unless a member is not available for signing within a reasonable time. Reasonable time shall be considered to be two (2) weeks. Members are cautioned to submit proposals for construction not less than thirty (30) days prior to the desired start of construction. No construction can start without an approved permit in hand.
Beach overnight camping permits and day use beach permits for additional non-family guests will be issued by the Building Committee.
Section 2b - Other Duties Assigned
The Building Committee shall develop and maintain a system to accept reservations from members who wish to bring guests or family members into the Seamount recreation area for overnight visits, and other duties as assigned by the Board of Directors.
Section 2c - Manage Portable Toilet
The Building Committee shall monitor the condition of the portable toilet in the recreation area and insure it is maintained in a clean and useable condition.
Section 3 - Water Board
The Water Board shall consist of five (5) members elected by the membership for a term of five (5) years. Replacement members will be elected each year in September for a term of five (5) years for members whose term has concluded. The members of this Board shall select from their members, their own Chair and Recording Secretary. The members of this Board shall serve without compensation for performance of water board duties. If a vacancy occurs on this Board, the Seamount Board of Directors shall appoint a new member who will finish out the remainder of vacant term.
Section 3a - Duties of the Water Board
The Water Board shall meet on a quarterly basis, or more often as necessary to consider the needs for maintenance, improvements or modifications to the Seamount water system. They shall review the needs of the entire water system every fall, prioritize those needs and report to their findings and recommendations to the membership at the general meeting each spring. They shall create bills of material and cost estimates for each individual project and issue work orders before a project begins. They shall coordinate their efforts with the Treasurer to ensure adequate funds are available to complete their projects. They shall keep minutes of the proceedings of each meeting.
The Water Board shall manage the Seamount water system to ensure a safe and high-quality drinking water supply in a reliable manner and in a quantity to meet member requirements. The Water Board shall develop and implement the required program and operating procedures as defined by WAC (Washington Administrative Code) chapter 246290 entitled Group A Public Water Systems.
New connections will be allowed upon the Water Board’s inspection and approval of the service line connection to ensure compliance with the UPC and applicable water related federal and state laws.
Section 3b - Water Board Cross Connection Control Policy (WAC 246-290)
As required by the State of Washington Department of Health-Office of Drinking Water, Seamount Estates Community has implemented a written Cross-Connection Control Policy. This document is on file with the State of Washington, Evergreen Rural Water, at the Seamount Estate Community Office, on the Seamount Estate Community Website, and available to any member who wishes to have a personal copy. Section 3b refers to this document in its entirety and any future revisions as mandated by the State of Washington Department of Health. It explains Seamount's responsibility to perform an annual survey, follow-up on those who have a Cross Connection Hazard, the State of Washington regulations requiring backflow preventers, who is responsible for the installation, testing, and payment for the backflow preventers, installation and testing. If any member is non-complaint with the survey, installation of the backflow preventers, annual testing or payment due from any the requirements of the CCC Policy, the member will lose water rights to their property until the issue has been resolved.
Section 3c - Water Board Property Lot Leakage Policy (WAC 246-290)
The Water Board, in accordance with WAC 246-290-810, will monitor all leakage of Seamount water system infrastructure. Any leakage past the meter will be reported to the property lot owners at the time the leakage is detected through the means stated in Article XIV-Notices.
If the Water Board detects leakage beyond the meter, the owner of said lot is responsible for a timely repair. It is the sole responsibility of said lot owner to shut off the water at the meter.
If leakage is not repaired within 30 consecutive days after notification is sent, there will be a penalty of $100 assessed on the annual billing in addition to the basic water charge and any overuse charges, unless a written action plan for mitigation has been approved by the Water Board. After 60 days, if the leak has still not been resolved, an additional penalty of $250 will be assessed on the annual billing and the water service may be turned off. Water service will be restored when the Water Board has confirmed that the leak is resolved.
ARTICLE VII: BOARD OF DIRECTORS
Section 1 - Composition
The Board of Directors of this Corporation shall be composed of five (5) to seven (7) members.
Section 2 - Elections
The terms of all elected Directors shall be for three (3) years. Their term of office shall begin immediately after election. Replacement directors shall be elected every June meeting. Election shall be by ballot. Open positions and/or number of vacancies will be announced at March general meeting. Nominations or volunteers should be recorded at the March general meeting. The secretary will create a paper ballot listing all candidates. Voting at the June meeting will be by paper ballot. Additional nominations or volunteers can submit their names as “write-in” candidates at the June general meeting prior to voting.
Section 2 - Removal of Director
The removal of a Director shall be by member motion followed by a quorum vote by ballot. If vote is carried, motion is recorded into the minutes and a second quorum vote by ballot at the next regular meeting will determine the motion.
Section 3 - Quorum
The Directors present at any duly called General Meeting shall constitute a quorum.
Section 4 - Vacancies
Vacancies in the Board of Directors shall be filled by appointment by the Directors or Director remaining in office, even though less than a quorum, and such appointed Directors shall hold office for the remaining portion of the Director’s position that they are assuming.
Section 5 - Indebtedness
The Board of Directors shall have the power to incur indebtedness on behalf of the Corporation only for emergency business relating to the operation of the Corporation. Emergency is defined as a situation requiring immediate attention and remedial action. Emergency involves injury, loss of life, damage to property or catastrophic interference with the normal activities. The terms and amount of which shall be entered in the minutes of the Board of Directors and any note or obligation given pursuant thereto, signed officially by the President and the Secretary, shall be binding upon the Corporation. At least two (2) Directors must sign all checks disbursing Seamount funds.
Section 6 - Employees
The Board of Directors shall have the power to appoint and remove at its pleasure all officers, agents, and employees of the Corporation and shall prescribe their duties and fix their compensation.
Section 7 - Corporation Meetings
The Board of Directors shall have the power to call special meetings of the membership of the Corporation when it shall deem the same necessary, and it shall call a meeting at any time upon the request of five (5) members.
ARTICLE VIII: DIRECTORS’ MEETINGS
Section 1 - Meetings
A simple majority of the Directors must be present at any duly called meeting to constitute a quorum.
A meeting of the Board of Directors of this Corporation shall be held at least 3 weeks and not more than 5 weeks prior to each regularly scheduled general meeting of the membership. In addition to conducting general business of the Corporation, the Board of Directors meeting shall develop a proposed general meeting agenda which can be distributed to each member prior to the general meeting. Board meetings are open for observation by owners, unless convened to executive session, in accordance with RCW 64.38.035 (4)
Section 2 - Special Meetings
The Board of Directors shall meet at such other times and places as the business of the Corporation requires, and the Board of Directors shall have authority to conduct any and all business of any meetings for which proper notice has been given. Meetings of the Board of Directors shall be called by the President or by any two (2) Directors, or it may be set at the preceding Director’s meeting.
Section 3 - Notice
At least five (5) days’ notice in writing, mailed to each Director, or given orally by telephone, shall be required for the calling of any Directors’ meeting, provided that no notice shall be required if all Directors are present at the time and place of any Directors meeting no matter how called.
ARTICLE IX: OFFICERS
Section 1 - Election
At the meeting of the Board of Directors after the June meeting the Directors shall elect from their number a President, a Vice President, a Secretary, and a Treasurer, who shall hold offices for one year and/or until their successors are elected or appointed unless, sooner removed.
Section 2 - Combined Offices
The office of President and Secretary may not be combined with any other office, but any other two offices may be combined, at the discretion of the Board of Directors.
Section 3 - Vacancies
The Board of Directors may appoint such person or persons among their numbers as shall be necessary to fill vacancies among the required officers.
Section 4 - President
The President shall preside over all meetings of the Corporation and Directors. They shall sign all Certificates of Membership, and all contracts or instruments in writing which have been approved by the Board of Directors. They shall discharge such other duties in the direction of the affairs of the Corporation as may be required of him/her by the Board of Directors.
Section 5 - Vice President
In the absence of the President or his/her inability to act, the Vice President will act as the President of the Corporation.
Section 6 - Secretary
The Secretary shall attend all meetings of the Membership and/or Directors and shall keep a full and complete record of the proceedings of such meetings in books to be kept for that purpose. They shall keep the Corporate Seal and affix the Corporate Seal to all papers requiring a seal. They shall serve all notices required by law, the bylaws of the corporation, or the board of directors. They shall sign all membership certificates together with the President of the Corporation. They shall maintain a membership certificate record book and maintain such membership records completely up-to-date. They shall countersign contracts, documents, deeds and instruments in writing which have been first approved by the Board of Directors, as required. They shall perform such other duties pertaining to his/her office as may be required of him/her by the Board of Directors.
Section 7 - Treasurer
The Treasurer shall safely keep all monies and funds of the Corporation which may come into his/her hands. They shall keep the corporate check books, maintain up-to-date corporate books of account and generally perform such other duties pertaining to the office as may be required by the Board of Directors. Upon assuming office, each new Treasurer shall have the corporate books audited. Books will be audited yearly and when a new Treasurer takes office. The books will be audited by a team of three (3) Seamount members. By vote of the membership, an outside audit will be performed by a commercial agency.
ARTICLE X: SEAL
Section 1 - Form
The Corporation shall have a Corporate Seal, consisting of a circle having on its circumference “Seamount Estates Community Club-Washington”, and inside of the circle, the “Corporate Seal – 1971”.
ARTICLE XI: DISSOLUTION
Section 1 - Manner
This Corporation shall be dissolved in the manner provided for by the statutes of the State of Washington.
Section 2 - Distribution
Distribution of the assets of the Corporation upon dissolution shall be in accordance with the Articles of Incorporation of this Corporation.
ARTICLE XII: FEES, DUES, ASSESSMENTS, AND CHARGES
Section 1 - Responsibility
The Board of Directors shall also be responsible for funding Corporation (Seamount) taxes, insurance, the payment of necessary operating costs of the Corporation, along with a reasonable contingency reserve for other expenses, and payment for such other expenses and purposes as the Board of Directors may determine to be in the best interest of the Corporation and in accordance with its purposes. Such funding shall come from membership fees, dues, assessments and charges fixed and levied by the Board of Directors in accordance with these bylaws.
Section 2 - Fiscal Year
The Fiscal Year of Seamount shall run from July 1 through June 30. The Board will provide a copy and summary of the proposed budget to all owners to be sent with the June meeting notice. The vote will be held at the June meeting. The budget will be ratified unless the majority of the votes that are cast reject it. The majority includes all owners, not just those in attendance at the meeting. (Section 326, WUCIOA)
Section 3 - Dues and Water Rate Charges
Dues: Dues of $100.00 per year in advance shall be charged for each membership.
Water Rate Charges: A basic water rate will be charged to the membership. There will be a basic water rate charged annually and a surcharge for excessive use of water. There will also be penalties charged for failure to resolve homeowner leaks in a timely manner.
The basic water rate of $300 per year will be levied on a per lot basis in accordance with Article XII, Sections 6 and 7. The basic water rate will cover water usage up to 400 gallons of water per day for all lots. A water surcharge of .0033 per gallon for usage over the 400 gallons per day average will be charged annually, for the previous year's usage. In cases of adjoining lots with the same owner and one dwelling unit, overuse charges will not be applied until the combined maximum of all lots is reached. If overuse is determined to be caused by a leak, Article VI, Section 3c will be invoked.
Water meters will be read twice a year (October and April), with the annual daily average calculated from the April reading of the previous year.
Billing for the basic water rate, overuse charges and penalties will be shown as separate line items with the June membership dues billing which is due July 1 of each year. Overuse surcharges and leak penalties will become effective with the June 2023 billing.
All revenue generated from water rates, surcharges and penalties will be used solely for operation and maintenance of the water system. Any funds in excess of annual costs will be placed in the Water Capital Reserve Fund in accordance with state advance planning requirements. (WAC246-290-100 Water System Plan)
Delinquent dues, fees, charges, assessments: Dues and water rate charges are due on July 1st of the year they are to be paid. They will become delinquent on August 1st of that year. A penalty of $5.00 per month plus interest of one percent from July 1st of the year which they are to be paid will be added until dues, water rate, interest, penalties and other charges are paid in full. If not paid in full within six months, a member’s membership and privileges will be withdrawn. To reinstate membership and privileges, members will need to pay an enhanced membership fee of $500.00 along with any accrued penalties, interest and fees bringing the member’s account up to date.
Section 4 - Assessments
The Seamount Estates membership may levy additional assessments against all members in such amounts as may be required to fund payments for which the Board is responsible. All assessment must be voted on by the membership.
Section 5 - Charges
The Board of Directors may fix charges to be made to members and others for services or use of facilities.
A fee of $25 shall be charged any member who requires a replacement gate key.
A fee of $25 shall be charged any member who requires a replacement badge.
Section 6 - Equality
All assessments shall be levied by the Board of Directors on a per lot basis without distinction or preference of any kind. Charges shall be levied on a uniform basis using quantity of services and facilities used.
Section 7 - Exemptions
No owner may exempt themselves from liability for their contribution towards the common expenses by waiver of the use or enjoyment of any of the recreational facilities or by abandonment of their membership.
Section 8 - Enforcement
All unpaid fees, charges, assessment, interest, penalties, enhanced penalties, attorney fees and costs incurred by the Corporation in collection the same shall be a lien upon the land of the member and enforceable by foreclosure of mortgages upon land manner provided by law for foreclosure under Chapter 61.12 et.Seq. Revised Code of Washington or as hereafter amended or any other manner of foreclosure allowed by law or in equity as the Board of Directors shall, in its discretion, determine; provided, however no proceedings for the foreclosure of any lien provided for in this Article or in the bylaws shall be commenced except after the expiration of four months from the date of mailing a notice of charges, fees, dues, assessments, interest, penalties, attorney fees and costs then due, is sent to the member at the member’s address as shown in the records of the Corporation by both regular first class US mail, postage prepaid, and certified mail. It shall be the responsibility of the member to advise the Corporation in writing of any changes in the address of the member. Venue for all legal proceedings shall be Jefferson County, Washington.
ARTICLE XIII: AMENDMENTS
Section 1 - Method
These bylaws may be altered or amended or new bylaws adopted by the majority vote of members, provided that the notice of the meeting includes a verbatim copy of the proposed amendment. Voting will be conducted under Article IV, Section 1.
ARTICLE XIV: NOTICES
Section 1 - Notice by Personal Delivery or Mail
Except as may otherwise be required by law, any notice to any member or trustee may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the Corporation, postage prepaid.
Section 2 - Notice by Electronic Transmission
Notice required to be given any member or trustee may also be given in an electronic transmission provided such members and trustees have consented, in the form of a written record, to receive electronically transmitted notices.
A member or trustee who provides consent, in the form of a record, to receipt of electronically transmitted notices shall designate in the consent the message format accessible to the recipient, and the address, location, or system to which these notices may be electronically transmitted.
A member or trustee who has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the Corporation in the form of a written record.
The consent of any member or trustee is revoked if the Corporation is unable to electronically transmit two consecutive notices given by the Corporation in accordance with the consent and this inability becomes known to the Secretary of the Corporation or other person responsible for giving the notice. The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action.
Section 3 - Notice via Electronic Network
Notice to members who have consented to receipt of electronic communications may be provided by posting the notice on an electronic network and delivering to the member or trustee a separate record of the posting, together with comprehensible instructions regarding how to obtain access to this posting on the electronic network.
Section 4 - Electronic Notice Deemed Effective
Notice provided in an electronic transmission is effective when it: Is electronically transmitted to an address, location or system designated by the recipient for that purpose, and is made pursuant to the written consent provided by the recipient; or has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
ARTICLE XV: INDEMNIFICATION OF OFFICERS AND TRUSTEES
Section 1 - Insurance
The Corporation will maintain insurance, at its expense, to protect itself and any trustee, officer, employee or agent of the Corporation against any expense, liability or loss. Such indemnification shall continue as to a person who has ceased to be a trustee, officer, employee or agent and shall inure to the benefit of that person’s heirs, executors and administrators. Indemnification is ultimately bound by the controlling insurance policy.
Section 2 - Right of Indemnification
Each person who was or is made a party to or is threatened to be made a party to or is involved (including without limitation as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, shall be indemnified and held harmless by the Corporation if that person is or was a trustee or officer of the Association. The person shall be indemnified whether the basis of a proceeding is an alleged action in an official capacity as a trustee, officer, employee or agent.
However, no person shall be released from liability or indemnified (i) for acts or omissions which involve intentional misconduct by the trustee or a known violation of law by the trustee, or (ii) for any transaction from which the trustee will personally receive a benefit in money, property or services to which the trustee is not legally entitled. Further, no indemnification shall be provided under this Article to any such person if the Corporation is prohibited by the non-exclusive provisions of the Washington Nonprofit Corporation Act or other applicable law as is then in effect from paying such indemnification.
ARTICLE XVI: MISCELLANEOUS
Section 1 - Conduct of Business
Roberts Rules of Order shall be recognized as authority governing all meetings when not in conflict with the law, the Articles of Incorporation or these bylaws.