| BYLAWS OF THE LAKE OF THE WOODS ASSOCIATION, INC. |
April 2008 Edition
Lake of the Woods Association, Inc.
102 Lakeview Pkwy
Locust Grove, VA 22508
ARTICLE I. DEFINITIONS AS USED IN BYLAWS AND REGULATIONS
SECTION A. The term "Association" shall mean the Lake of the Woods Association, Inc.
SECTION B. The term "Act" shall mean the Virginia Non-Stock Corporation Act, as amended.
SECTION C. The term "Restrictive Covenants" shall mean the Declaration of Restrictions, Lake of the Woods, filed with the Circuit Court of Orange County, Virginia, as amended.
SECTION D. The term "Articles of Incorporation" shall mean the Articles of Incorporation of the Association, as amended.
SECTION E. The term "Bylaws" shall mean the Bylaws of the Association, as amended.
SECTION F. The term "Board of Directors" shall mean the Board of Directors of the Lake of the Woods Association, Inc.
SECTION G. The term "Subdivision" shall mean the Subdivision known as Lake of the Woods, which is situated in Orange County, Virginia.
SECTION H. The term "member of the Association" or "member" shall mean the owner (legal or equitable) of one or more numbered residential lots in Sections 1 through 14, and Sections 16 and 18 of the Subdivision. The term "member in good standing" shall mean a member who has fully paid and discharged all dues, assessments, fines, charges, and penalties imposed or levied upon him by the Association.
ARTICLE II. NAME, SEAL, FISCAL YEAR, BOOKS AND RECORDS
SECTION A. NAME. The name of the Association is Lake of the Woods Association, Inc. The name, Lake of the Woods Association, Inc. and its logo are registered with the Virginia State Corporation Commission and are for the exclusive use of the Association and its agencies. Any other use of the name and/or logo without the express written consent of the Board of Directors is prohibited.
SECTION B. SEAL. The seal of the Association shall be in the form of a circle, about the upper periphery of which shall appear the words "Lake of the Woods Association, Inc." (or an appropriate abbreviation thereof), and about the lower periphery of which shall appear the word "Virginia". In the center of the seal shall appear the word "Seal". When the affixing of the seal of the Association to any instrument shall be appropriate, the affixing shall be done by means of a metal die capable of impressing the seal on paper.
SECTION C. FISCAL YEAR. The fiscal year of the Association shall begin on the first day of May in each year and end on the last day of April in the next subsequent year.
SECTION D. BOOKS AND RECORDS. All books and records of the Association shall be kept in the Administration office at Lake of the Woods, except as otherwise provided by the laws of the Commonwealth of Virginia, and until destruction of any such records shall have been authorized by the Board of Directors. All such books and records shall be open for inspection by any member of the Association in good standing for proper purposes, at any reasonable time; provided that, by majority vote of the Board of Directors, any documents and proceedings relating to matters considered by the Board in executive session may be withheld from examination by members of the Association and from publication.
SECTION A. QUALIFICATIONS FOR MEMBERSHIP. The qualification for membership in the Association shall be those prescribed in Article V of the Articles of Incorporation, with the following provisos:
1. For lots acquired on or after August 1, 1972, only one membership shall be granted for each single family residential lot in the Subdivision. Multiple owners who acquired a lot before August 1, 1972, may continue to enjoy membership until there is a change in ownership, at which time their rights to multiple memberships shall terminate.
2. No new corporate or company memberships shall be granted. For firms or corporations owning single family residential lots within the Subdivision, only one membership shall be granted to an employee designated by the firm or corporation, regardless of the number of lots owned.
3. Regardless of the number of lots owned by a member, only one set (two) of membership cards will be issued to that member, and only when the member is in good standing as defined in Article I, Section H.
SECTION B. EVIDENCE OF MEMBERSHIP. The Board of Directors may cause evidences of membership to be issued to members in good standing in such form as the Board shall determine.
ARTICLE IV. MEETINGS OF MEMBERS, AGENDAS, VOTING
SECTION A. PLACE OF MEETING. Any meeting of the members of the Association may be held at any place, either within or without the State of Virginia, and the place at which a particular meeting of the members is to be held shall be stated in the notice of that meeting.
SECTION B. ANNUAL MEETING. The annual meeting of the members of the Association for the election of Directors whose terms have expired or been vacated and for the transaction of such other business as may properly come before the meeting, shall be held at ten o'clock in the morning on Labor Day (the first Monday in September) of each year. Failure to hold the annual meeting at the designated time shall not work any forfeiture of the charter, or dissolution, of the Association.
SECTION C. SPECIAL MEETINGS. A special meeting of the members of the Association for purposes of initiative, referendum, or recall of a Director may be called by the President, or by a majority of the Board of Directors. Such special meeting must be called by the Board of Directors upon receipt of a written petition signed by members in good standing having at least 800 of the votes entitled to be cast at such meeting, which petition must state the purpose of such meeting and the issue or matter upon which a vote of the membership is sought.
SECTION D. AGENDA OF MEETINGS. At least one week prior to each annual meeting or special meeting of the members of the Association, an agenda listing separately the matters to be discussed or voted upon at such meeting shall be published in a bulletin or other publication which the Association shall mail to its entire membership. Items for discussion by the members at any such meeting may be suggested in writing to the Board of Directors by any member in good standing at least 60 days prior to such meeting and shall be included in the agenda if the Board be of the opinion that said item constitutes a matter of sufficient importance to the general membership to merit such inclusion. Should the Board be of the contrary opinion, it shall so report to the membership at the beginning of the aforesaid meeting. Items so suggested in writing by a member or members, bearing the endorsement of at least 10% of the members in good standing and filed with the Secretary at least 60 days prior to the meeting shall be included in the agenda for discussion only.
SECTION E. NOTICE OF MEETINGS. A written or printed notice stating the place, day, and hour of the annual meeting, and, in the case of a special meeting, the purpose for which such meeting is called, shall be mailed to each member of the Association not more than fifty (50) nor less than ten (10) days before the date of the meeting. Unless the Secretary shall have been otherwise notified in writing, adequate notice of a meeting shall be deemed to have been given to any member if said notice is mailed to the member at the address appearing in the Association records.
In lieu of delivering notice as above, the Association may publish such notice at least once a week for two successive calendar weeks in a newspaper published in the city or county in which the registered office is located, or having a general circulation therein, the first publication to be made not more than fifty (50) days and the second not less than seven (7) days, before the date of the meeting.
SECTION F. VOTING AT MEETINGS.
1. Voting Rights: The voting rights of members of the Association shall be as prescribed in the Articles of Incorporation; provided, however, that all voting rights except for changes to the Restrictive Covenants are hereby suspended for any member if (a) delinquent in payment of dues, assessments, fines, charges or penalties imposed or levied by the Association, or (b) continuing in violation of the Restrictive Covenants.
A vote attributable to a numbered residential lot in the Subdivision shall be cast as follows:
a. If the lot is owned by one person, the vote shall be cast by that one person.
b. If the lot is owned by more than one person, either as tenants in common, as joint tenants, or as tenants by the entirety, the vote attributable thereto shall be deemed properly cast if cast by any one of the tenants in the absence of an objection, or contrary vote, by any other of them.
c. If a lot is owned by more than one person, either as tenants in common, as joint tenants, or as tenants by the entirety, and if two or more of them desire that the vote attributable to that lot be cast in different ways, or one of them desires that it not be cast, then the vote attributable thereto shall be deemed properly cast if cast by not less than a majority in number of the owners of said lot.
d. If a lot has been subdivided and the deed bringing about the subdivision has been properly recorded in the Office of the Clerk of Orange County, the one (1) whole vote allocated to that lot shall be allocated to the new owners in accordance with the percentage of the original lot each acquires.
2. Method of Voting: At any meeting at which a vote of the membership is to be taken, the members in good standing may vote by being present in person or by proxy. On any vote for the election of Directors, the members in good standing may, in the alternative, vote by mail ballot delivered to the Secretary prior to adjournment of the meeting. There shall be included in the mailing of the notice of the meeting such ballots or proxies as may be required to enable each member in good standing to cast his vote or votes.
All voting at meetings of the Association shall be by secret ballot.
3. Proxies: All proxies shall be in writing and shall be executed by the member having the right to cast the vote. All proxies must be received by the Secretary prior to the adjournment of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer time is expressly provided for upon the face of the proxy instrument.
4. Quorum: At any annual meeting or special meeting of the membership of Lake of the Woods Association, Inc., when the membership is voting for Directors, a quorum shall exist if members holding one‑tenth (1/10) of the votes entitled to be cast, as defined by these Bylaws, shall be present in person or by proxy or shall be represented by mail ballots duly cast; and when the membership is voting on any other question, a quorum shall exist if members holding one‑tenth (1/10) of the votes entitled to be cast, as defined by these Bylaws, shall be present in person or by proxy.
5. Order and Decorum in Meetings. All official meetings of the Association shall be conducted in accordance with Robert's Rules of Order, Newly Revised, or other widely recognized rules governing order and decorum in meetings. A Parliamentarian may be appointed by the Board of Directors.
SECTION A. BOARD OF DIRECTORS.
1. General. The affairs of the Association shall be managed by a board of seven Directors elected for staggered three-year terms and serving without compensation. The terms of two Directors shall expire on Labor Day of each year, and the term of a third Director shall expire on Labor Day in 1983 and each third year thereafter. No Director shall be elected to serve more than two consecutive full terms without a lapse of at least one year.
2. Qualifications of Directors. Persons elected or appointed to and thereafter serving on the Board of Directors must be members of the Association in good standing, not engaged or otherwise involved in any business that constitutes a conflict of interest with the Association, and not having been convicted of a felony. Upon establishment of the fact that a Director is holding office in violation of any of the foregoing provisions, the Board of Directors shall promptly suspend such Director from office, until the violation has been abated or the Director has been recalled.
3. Nominations. A Nominating Committee shall be established by the Board of Directors whose duty it shall be to prepare a list of nominees for the position of Director. In addition, nominations may be made up to 90 days before the next annual meeting of the Association by petition signed by at least 250 lot owners who are eligible to vote in the election. Such nominees shall be given the same rights and privileges during the election process as those nominees who are recommended by the Nominating Committee and accepted by the Board of Directors. (BOD 8/99)
4. Elections. There shall be included in the notice of annual meeting, given to the members pursuant to Paragraph 3 of Article V of the Articles of Incorporation, a list of candidates for election to the Board of Directors. The Board of Directors shall establish an Elections Committee to prepare the ballots and proxies, conduct the election, and, after certification by the Association Secretary that the voters submitting ballots or proxies were eligible so to do, tally the valid votes. The Committee shall then list the candidates for three year terms in the order of the number of valid votes received by each and, separately and in like manner, the names of any candidates to fill unexpired terms. The results shall be submitted to the Board of Directors before its first meeting following the Annual Meeting of the members. The Board of Directors shall certify the election of those candidates in the same descending order to fill the vacancy or vacancies for which they were candidates.
In the event of ties, a draw of names will be conducted, with first name drawn declared the candidate for position of Director.
5. Vacancies. Vacancies created by resignation, death, disability, or removal of a Director shall be filled by majority vote of the remaining Directors from among qualified members of the Association. If any such vacancy occurs at least 90 days prior to the next annual meeting of the Association, the Director so appointed shall serve only until such meeting, and the Board of Directors shall call upon the Nominating Committee to propose nominees to be included on the ballot to serve the balance of the unexpired term. With respect to any vacancy that occurs less than 90 days prior to the next annual meeting involving a term that extends beyond such meeting, the Director appointed by the Board of Directors shall serve for one additional year beyond the next annual meeting. In the event that the positions of four or more Directors should become vacant simultaneously, a special election shall be called at the earliest feasible time by the remaining Directors to fill the vacancies.
6. Meetings. The Board of Directors shall hold its annual meeting within 15 days after the annual meeting of the Association for the purpose of seating the new Directors, organizing, electing officers, and considering any other business that properly may be brought before the meeting. Meetings of the Board may be scheduled at regular intervals or called at any time by the President or a majority of the Board of Directors. Notice of the time and place of any annual or special meeting shall be given to each Director at least three days in advance of such meeting, unless a majority of the Directors sign a waiver of such notice. A majority of the whole Board of Directors shall constitute a quorum for the purpose of discharging the functions of the Board. The President or a person designated by him shall preside at meetings. The presiding officer, if he be a Director, shall have no vote except to create or break a tie. All official meetings of the Board shall be conducted in accordance with Robert's Rules of Order, Newly Revised, or other widely recognized rules governing order and decorum in meetings. A Parliamentarian may be appointed by the Board of Directors.
7. Executive Sessions. All meetings of the Board of Directors shall be open, provided that the Board may convene in executive or closed session for a period during any meeting, at which time all persons other than members of the Board may be excluded. Such sessions may be held to consider only the following types of matters:
a. Personnel matters
b. Legal matters
c. Negotiations
d. Acquisition, disposition, or encumbrance of property
e. Personal matters
No votes taken while in executive session shall be valid, unless subsequently confirmed by votes taken in open meeting.
8. Powers of Directors. The Board of Directors shall have all powers granted to it by the Code of Virginia, the Articles of Incorporation, and the Restrictive Covenants, and such powers as may be necessary to fulfill its responsibilities thereunder. Individual Directors shall have only such authority as may be specifically delegated to them by the Board of Directors.
9. Duties of Directors.
a. Principal Duties. The principal duties of the Board are to:
(1) Establish and supervise the carrying out of policies which will best promote the interests of all property owners in the Subdivision through adequate maintenance and efficient operation of all facilities owned by the Association.
(2) Provide for the security and enhancement of the Subdivision by enforcement of these Restrictive Covenants, the Articles of Incorporation, the Bylaws, and the other Regulations adopted by the Board from time to time, and setting fines and penalties for violations.
(3) Determine the fiscal needs of the Association, review and approve an annual budget, levy appropriate charges on the lot owners, tenants and users of the various facilities, supervise the collection, investment and disbursement of funds, and provide an annual financial report to all lot owners.
(4) Plan for future replacement, expansion, acquisition, use and disposal of land, facilities, and equipment owned by the Association.
b. Other Significant Duties Include:
(1) Selecting and appointing the officers of the Association and members of committees;
(2) Adopting and amending Bylaws, Regulations, and Committee Charters;
(3) Providing for the maintenance of adequate communication with the members of the Association.
(4) Promoting full use of the facilities in the Subdivision.
(5) Maintaining appropriate relationships with the surrounding communities, and with state and local government agencies which may impinge upon the interests of the Association.
(6) Establishing an organizational structure and employing an adequate, effective and efficient staff to carry out the prescribed security, maintenance and operational functions, and
(7) Consulting with those committees which report to the Board, and evaluating and utilizing their advice and assistance to the maximum feasible extent.
SECTION B. OFFICERS OF THE ASSOCIATION.
1. Identification and Qualifications. The officers of the Association shall be a President, a Vice President, a Treasurer, a Secretary, and one or two Assistant Secretaries. No officer other than the President and Vice President is required to be a Director. The office of Secretary and Treasurer may be filled by one person. No person may serve as an officer who is, directly or through family or financial connections, engaged in a business or profession that conflicts with the interests of the Association. The President, Vice President and Treasurer shall be bonded, at the expense of the Association.
2. Election and Term of Office. The officers shall be chosen by the Board of Directors at its annual meeting to serve for one year, or until a successor has been chosen and qualified, unless such term is sooner terminated by death, disability or resignation, or removal of the incumbent. Any officer may be removed by majority vote of the Board of Directors at any time, with or without cause. A vacancy in any office shall be filled for the unexpired term by a person chosen by the Board of Directors.
3. Duties of Officers.
a. President. The President shall be chosen from among the members of the Board of Directors. He shall serve as Chief Executive of the Association and Chairman of the Board of Directors. It is his duty to ensure that the policies of the Association are carried out. He shall preside over all meetings of the Board of Directors and of the Association, unless temporarily absent from the community or incapacitated, and shall function as the primary representative of the Association in relationships with outside organizations and individuals.
b. Vice President. The Vice President shall be chosen from among the Board of Directors and shall perform the duties of the President when the President is absent or incapacitated, or when specifically requested by the President to do so. The Vice President also will perform such other duties as may be placed upon him from time to time by official action of the Board of Directors.
c. Secretary. The Secretary shall, through the General Manager, cause to be kept, in books that shall be provided for the purpose and shall remain in the Secretary's custody, the minutes of the Association and of the Board of Directors; and through the General Manager cause to be kept at the Administration Office of the Association a complete and accurate list of the names and address of all members of the Association; shall attend to the giving of all notices in accordance with the provisions of these Bylaws and as required by law; shall be the custodian of the records (except the financial records) of the Association and of any die or other instrument usable in affixing the seal of the Association to paper; shall affix the seal of the Association to every document whose execution on behalf of the Association under its seal shall have been properly authorized; shall certify to the eligibility of the members to vote at any meeting; and shall, in general, perform all duties in- cident to the office of the Secretary and such other duties, as from time to time, may be assigned to him by the Board of Director or the President.
d. Assistant Secretary. An Assistant Secretary shall substitute for the Secretary when requested, and shall have such other powers and perform such other duties as the Board of Directors may prescribe, or as the President or the Secretary may delegate to him.
e. Treasurer. As the financial officer of the Association the Treasurer shall, through the General Manager, cause to be kept, complete financial records of the Association, including such books, ledgers and other records of financial trans-actions as good accounting practice dictates, including, specifically, a separate account for each member of the Association. He shall monitor the preparation of quarterly or more frequent financial statements, including income by sources, expenditures by purposes, assets and liabilities, and such other statements as may be required by the Board. The Treasurer shall also receive, have custody of, and be responsible for all funds of the Association to be kept in the name of the Association in banks or other depositories, and in forms designated by the Board of Directors; and shall make disbursements from such funds in accordance with approved budgets or other duly authorized expenditures.
SECTION C. EMPLOYEES OF THE ASSOCIATION.
1.a. General Manager. The Board of Directors shall employ a General Manager to be responsible for all operations and for administering the day‑to‑day business of the Association in accordance with policies established by the Board. A contract between the Association and the General Manager shall be executed specifying the duties and responsibilities of the General Manager.
1b. During any temporary absence of the General Manager from the property, the Assistant General Manager, Maintenance Superintendent or the Association Accountant, in that order, will automatically assume the duties as Acting General Manager. The General Manager is responsible to inform the President, LOWA, in advance when possible, when an Acting General Manager will be in charge. (BOD 03/02)
2. Contractual Employees. The Board of Directors may contract for the services of a golf professional, a security force, and such other functions or services as it may deem advisable from time to time. Contracts for these purposes shall be executed in the name of the Association by the President, or Vice President, and attested to by the Secretary, or Assistant Secretary.
1. Environmental Control Committee. The specific powers and duties of this Committee are granted and set forth in the most recent edition of the Association’s Restrictive Covenants, In addition, the Board of Directors may prescribe other duties and procedures to the Committee which, in the opinion of the Board of Directors, will benefit the Lake of the Woods Community. (BOD 5/01)
a. Composition. The Committee shall be composed of not more than seven (7) members, nor less than three (3) members in good standing appointed by the Board of Directors for three-year staggered terms. After completing one three‑year term, a member may be reappointed for a second three‑year term, but may not thereafter be re‑appointed again until after the lapse of one year. However, a member appointed to fill an unexpired term may then be appointed and reappointed to serve two consecutive terms. Any vacancy on the Committee shall be filled through appointment by the Board of Directors to serve out the unexpired term.
b. Liability. The members and former members of this Committee shall be indemnified, at Association expense, to the extent of coverage under the Association's Director and Officers Liability Policy, against expenses actually and reasonably incurred by them in connection with the defense of any claim, action, suit or proceeding against them by reason of being or having been such member.
2. All Other Committees. The Board of Directors may appoint such committees as it sees fit, to advise and assist the Board and the General Manager in carrying out their responsibilities. The composition and specific powers and duties of each committee shall be delineated in a charter approved by the Board. Members of the committees shall be appointed from among members of the Association in good standing, for terms as specified in the various committee charters and shall serve without compensation. Registered tenants may serve as Advisors on any of these Committees. Committee vacancies shall be filled by advertising for volunteers, or nominations, in an Association Newsletter article. Applications, or nominations (only with the nominee's consent) are to be submitted to the President of the Association, who will present them with his recommendation to the Board at its next regular meeting.
a. Whenever any Committee submits a proposal which would require the changing of any existing Regulation, or Fee, the Board of Directors may refer such proposal to such other Committee or Committees as may be involved, for review and recommendations.
b. When Committee recommendations are submitted, either in response to a referral, or at the initiative of a Committee itself, the Board of Directors or the General Manager, as the case may be, shall give such recommendations serious consideration, and take appropriate action. The Chairman of each Committee shall submit to the Board of Directors by August 1, of each year, a brief annual report of the Committee's activities during the preceding year.
ARTICLE VI. FINANCIAL MANAGEMENT
SECTION A. ASSOCIATION DEBT FINANCING POLICY. (1/08)
The Lake of the Woods Association may borrow money and pledge security therefore in accordance with the provisions of Article II, Paragraph 10, of the Articles of Incorporation of LOWA, for reasons and/or purposes, determined by the Board of Directors, to be in the best interests of the Members of the Association.
SECTION B. EXPIRATION OF APPROVED FUNDING FOR CAPITAL PROJECTS (1/08)
If after twenty four (24) months from the latest date of reserve funding approval, no material expenditures have been applied to a capital project and the Board of Directors have not opted to extend the approval authority, the approval will automatically elapse.
SECTION C. OPTIONAL ASSESSMENTS PAYMENT POLICY (2/08)
The Board of Directors of the Association shall fix the amount of the annual charge per lot for the ensuing year. The Board of Directors may provide for payment terms, including surcharges, in the notice of assessment as authorized in this section.
1. Payment option surcharges shall be paid by the member to the Association on or before the first business day of the month as identified in the payment schedules:
a. QUARTERLY PAYMENTS
Payment and applicable surcharges shall be paid on or before the first business day of the following months: May, August, November and February. The surcharge for quarterly payments shall be determined. Penalty / interest shall accrue for late payments.b. SEMI-ANNUAL PAYMENTS
Payment and applicable surcharges shall be paid on or before the first business day of the following months: May and November. The surcharges for the semi-annual payments shall be determined. Penalty / interest shall accrue for late payments.c. ANNUAL PAYMENT
The payment shall be paid on or before May 1. There shall be NO surcharge affixed to an annual payment paid by May 1. Penalty / interest shall accrue for late payments.2. The payment option schedules and surcharge fees shall be reviewed and / or revised annually and approved by the Board of Directors.
3. The Board of Directors may approve, via contractual agreement, an outside service to administer and collect these assessment payment options.
ARTICLE VII. INVESTMENT POLICY (11/02)
SECTION A. BACKGROUND
The Board of Directors of the Lake of the Woods Association, Inc. (LOWA) is charged with the financial management of the Association by its Charter (Article II) and its Bylaws (Article V, Section A). Pursuant to this responsibility, the Association has accumulated funds to provide for financial stability, capital item replacements, new amenities or capital items and expansion or improvement of existing amenities. The following guidelines are established to control investment of LOWA funds.
SECTION B. STRATEGY
The primary objective of the investment program is to prudently protect invested principal dollars in U.S. Government Bonds or U.S. Government insured securities while obtaining the very best interest returns. Currently, these are determined to consist of federally insured Bank or Savings and Loan Certificated of Deposit with staggered maturities, federally insured Money Market Accounts or Certificates as well as U.S. Treasury Bonds. Due to the fact that Bank and Savings and Loan Certificates of Deposit are presently federally insured only up to $100,000, the Association's investment in any one bank is not to exceed this amount.
SECTION C. OVERSIGHT
The General Manager of LOWA is charged with the oversight of LOWA investments in accordance with these guidelines. He/she will provide by May 1 of each year the Association's President and Treasurer with a fiscal year cash flow projection which will include monthly anticipation income, expenses and capital expenditures. As sources of funds, it will also include maturing investments. Further, anticipation funds available for investment will be included in the projection. The cash flow projection will be supported by a schedule showing all current investments with maturity dates.
SECTION D. INVESTMENT ADVISOR
Unless otherwise determined by the Board of Directors of LOWA, the services of a certified, independent firm, with a "Series 7 Federal Licensed Representative" on staff, is to be used to manage purchases and sales of securities. The investment advisor, together with the LOWA Accountant, make the decision as to which securities will be purchased based on yield and availability of investment vehicles. Only securities described in this policy may be purchased. The General Manager may, with the approval of the Board of Directors, obtain other professional paid investment advice, if and when required.
SECTION E.MONTHLY STATEMENT
The following individuals are to receive a copy of the LOWA monthly investment account statement: President, Treasurer, General Manager, Finance Committee Chairman, and the LOWA Accountant.
SECTION F. INVESTMENT COMMITTEE
Investment activity is to be reviewed at least annually by the Investment Committee, which exists of the following: President, Treasurer, General Manager, Finance Committee Chairman and the LOWA accountant.
ARTICLE VIII. AMENDMENTS. (2/03)
1. All Bylaws become effective when promulgated and/or amended according to this procedure.
2. Either by direction of the Board of Directors or upon motion of a committee having purview over the subject at issue and with approval of the Board of Directors, the Rules Committee will formulate a proposed new or amended Bylaw for inclusion in the LOWA Bylaws, together with a preamble setting forth the reasons justifying the proposal and the intended effect of the Bylaw.
3. Upon approval by the Board of Directors of the formulated proposal and its preamble, the Rules Committee prepares the text for publication in the next available Association publication, with a request for written comment from members of the Association within a specified time limit.If the Board of Directors determines the proposed Bylaw to be of an emergency nature, it may be adopted immediately and provisionally pending publication for comment in the next available monthly publication.
4. Comments are examined by the appropriate committee, the General Manager, General Counsel and the Board of Directors. With recommendation and comments from the foregoing, the Board of Directors will adopt, reject or modify the proposal. Following the comment period and a second reading of the proposed Bylaw(s), the adopted or modified Bylaw(s) will be incorporated into the LOWA Bylaws. The Board of Directors will, upon adoption, announce the effective date of the proposed and/or modified Bylaw(s).
5. An affirmative vote of a majority of all members of the Board of Directors is required for any additions or changes in the Bylaws.
6. Any part of the Bylaws may be suspended upon affirmative vote of at least five (5) members of the Board of Directors.