1. Limited. As more fully set out in Chapter 210, state law and the Club's Bylaws say that the Board, rather than the members or the staff, has the authority and responsibility to manage the Club.
2. Committee System. The primary means by which members guide the Club is participation in the committee system. See Chapter 250 et seq. Participants in the committee system also significantly affect the Club's direction, in that a selection of them form the Nominating Committee, and determine the Board's membership. See Chapter 213.
3. Formal Role. There are several additional formal means by which the members, as a group, can or may control the Club:
(a) nomination of Board members by petition, and voting in a contested election that results from a petition (Chapter 213);
(b) voting to remove Board members (Chapter 210);
(c) petitioning for Bylaw amendments, and voting on Bylaw amendments proposed by the Board or by petition (Article X of the Bylaws);
(d) voting to approve (or not) major capital projects and assessments (Chapter 220 and Chapter 221) and transfers of operating income to non-operating (Chapter 220); and
(e) voting on dispositions of real property or a liquidation or a sale of substantially all assets of the Club (Chapter 250).
4. Other. Members may attempt to control directly the management of the Club otherwise than as described above, e.g. by calling a member meeting to consider a member-proposed resolution. A resolution that directs the Board or the Club to take a particular action (except as described in Section 3) is contrary to both Washington law and the Club's Bylaws. The President or Board may either (i) declare such a motion out of order and not bring it before the member meeting for a vote; or (ii) reform it into a motion to recommend that the Board take the relevant action.
12/7/10: Special membership meeting called by written request of members, to consider a resolution directing the Board to change the divorce policy. The resolution was reformed into a recommendation.
5. Individual Authority. See Chapter 290.
1. In General. Members take action by voting on resolutions at member meetings. However, because the Club requires the distribution of proxies, the outcome of a vote will very likely be determined by members who submit proxies before the meeting. As a result, "meetings" to vote upon matters are almost always meetings in name only. The annual meeting (see Part C below) is an exception.
Special meetings of the members of the Club may be called at any time by the Board of Trustees or the President or, in his absence or disability, by the Vice President,
or upon the written request of five percent (5%) of the Voting Members of the Club.
Any such request by five percent (5%) of the Voting Members must be presented to the Board of Trustees at least ten (10) days prior to a regular monthly meeting of the Board.
In the case of such a written request, a special meeting will be held within forty five (45) days following the regular meeting of the Board.
The Secretary must mail written notice, stating the purpose of any special meeting, to Active members at least
twenty (20) days (and not more than fifty (50) days) prior to said meeting.
Any special meeting shall be limited to the subjects stated in the notice.
Article III, Section 2
10/25/17: Amendment increased, from 50 to 5% of the voting members, the number of members required to call a special meeting of the members. Five percent of the voting members was just under 200 members in 2022.
[S]pecial meetings of the members of the Club shall be held at the Club or at another location determined by
the Board of Trustees.
Article III, Section 3
3. Informal Discussion Meetings. Special meetings at which matters are to be voted upon may be preceded by one or more informal meetings organized by the Board, to give the membership an opportunity to discuss the matter before proxies are submitted.
Voting Powers.
Each individual Joint Active Member and each individual Single Active Member
shall be entitled to one vote on any particular matter ...
In the case of a joint Active membership, each individual shall have one vote.
Article VII, Section 1
Only Single and Joint Active members (each, "Voting Member")
shall be entitled to attend and vote at the annual meeting and special meetings of the members of the Club.
Article III, Section 1.
Emeritus members ... shall not be entitled to vote in elections of the Board of Trustees, or to vote on any other matter.
Article I, Section 5(e)
Non-Resident Active Members are "Voting Members" as defined in the Bylaws and are entitled to vote on the same matters and in the same manner as Resident Active members.
1/26/22: Voting privileges of Non-Resident Active members confirmed by the Board.
The presence of no fewer than one hundred (100) Voting members, in person or by proxy, constitutes a
quorum for any meeting of the Club.
Article III, Section 4
6. Procedure; Voting by Proxy. This Section deals with voting by members on matters other than the election of Board members, which is covered in Chapter 213.
Except for the casting of votes to elect Trustees, including the Tennis Captain, members must be present in person or by proxy at an annual or special meeting
in order to participate therein,
and may not participate through the use of any means of remote communication
except if and to the extent approved by the Board of Trustees.
In the event that any question or dispute about parliamentary procedure or the applicable rules of order arises during any meeting,
the person chairing the meeting shall refer to the most recent edition of Robert's Rules of Order Newly Revised,
to address the question or dispute.
Article III, Section 4
3/18/20, 9/24/20 and 2/25/21: In response to Covid-19 a very limited group of members was authorized to participate in the Club’s annual meetings and a special meeting by conference telephone or similar communications equipment so that all persons participating in the meeting can hear each other at the same time. Members authorized were limited to members of the Board, candidates for the Board and named proxies / members of the elections board.
Sample proxy, used in December 2024.
Sample proxy, used in October, 2020.
Sample proxy, used in March, 2020.
Sample proxy, used in March, 2010.
Example form of proxy, distributed in advance of the vote to approve proxy voting
in 2004.
As more fully described below, Voting Members of the Club may cast votes ... on each other matter submitted for a vote of the
Voting members, either by appearing in person at the relevant annual or special meeting or by appointing a proxy
to cast a vote on behalf of such Voting member at the relevant annual or special meeting, as provided below.
The Board of Trustees shall conduct all elections, both regular and special, and shall have charge of all
matters pertaining thereto.
* * *
Distribution of Proxies.
When the Secretary mails notice of a meeting at which a matter other than the election of Trustees, is to be submitted to a vote, he or she shall also prepare and mail to each Voting Member,
with such notice, one or more copies of a form of proxy to be completed and signed by such Voting Member. That form shall:
(a) list each such matter then scheduled to be voted on at such meeting and provide three checkboxes for each matter,
by which the recipient may indicate that he gives instructions to vote for that matter, against it, or to abstain from the vote,
(b) name as attorneys-in-fact three (3) individual members appointed by the Secretary for such purpose (none of whom shall be a member of the Board of Trustees),
authorizing any one of them to cast the signatory’s vote, but only as instructed by the signatory in the proxy,
(c) instruct each attorney-in-fact to vote in favor of approval of the minutes of prior meetings of the members of the Club,
(d) give the attorneys-in-fact discretion to vote on behalf of the signatory on matters incident to the conduct of the meeting,
but only if that discretion is exercised in a manner consistent with the specific instructions and
(e) instruct each attorney-in-fact to cast the signatory’s vote against any other resolution or matter that may come for a vote at the meeting.
At least one of the named proxies shall attend the meeting and shall cast all votes as directed by the signatories of effective proxies (including without limitation votes directed to be cast against proposals or recommendations of the Board of Trustees).
Proxy Rules.
Proxies shall comply with the following additional limitations, restrictions and requirements:
(a) No proxy shall be effective unless it is made in writing and signed by the member granting such proxy himself or
herself, and a copy thereof is delivered to the Secretary at least one hour before the relevant meeting is called to order.
(b) No proxy shall be effective for more than one meeting or for a period in excess of ninety (90) days,
provided that a proxy that is effective when a meeting is called to order shall remain effective
throughout such meeting, even if such meeting is recessed and reconvened or continued.
(c) Any proxy may be revoked (whether or not it purports to be irrevocable or is coupled with an interest) by a
written statement to such effect delivered to the Secretary at least one hour before the relevant
meeting is called to order, or in such other manner as the Board of Trustees or the President may determine is
sufficient to revoke such proxy.
Article VII, Sections 1, 2, 5 and 6
3/17/04: Amendment introduced "absentee" voting by written proxy. Formerly, members were required to be present at a meeting to vote on anything other than the election of the Board of Trustees (which was already by written ballot).
1. Purpose. The primary purposes of the Annual Meeting are (i) to present the annual report regarding the preceding year, (ii) to encourage and to provide an opportunity for discussion among members generally and the Board regarding upcoming matters and issues of concern, (iii) to elect members of the Board of Trustees and (iv) the other items covered by the standard agenda.
2. Discussion Prior To Voting. As noted above, matters voted on by the members are almost always decided by proxies submitted in advance of the meeting. Because a primary purpose of the Annual Meeting is discussion, it may sometimes be preferable for matters (other than elections) to be voted on at a special meeting. It is preferred that any special meeting be held at a time so that the Annual Meeting does not fall during the period between the distribution of proxies and the special meeting. This facilitates discussion of the details of a matter submitted to the members before its form is finalized.
The annual meeting of the members of the Club shall be held in March of each year on a day designated by the Board of Trustees.
If the Board fails to designate a day by December 15, the annual meeting shall be held on the last Wednesday in March.
The Secretary shall mail written notice of the annual meeting at least thirty (30) days (and not more than fifty (50) days)
in advance to all Voting Members.
Article III, Section 1
10/25/17: Amendment allowed the Board of Trustees to set the annual meeting to any day in March, rather than specifying the first Wednesday on or after March 14.
Annual ... meetings of the members of the Club shall be held at the Club or at another location
determined by the Board of Trustees.
Article III, Section 3
The presence of one hundred (100) or more Voting Members, in person or by proxy, constitutes a quorum for any meeting of the Club,
provided that the quorum shall be fifty (50) for any matter stated in the formal notice of any annual meeting
and provided further that there shall be a quorum for the limited purpose of electing Trustees, including the Tennis Captain,
if fifty (50) Voting Members cast ballots in such election by delivering or mailing such ballots (whether or not such members are present at the annual meeting),
and two (2) or more Voting Members are present at the annual meeting.
Article III, Section 4
3/17/04: Amendment made modifications to the quorum requirements for meetings of the members.
Emeritus members shall be eligible to attend the annual
and special meetings and to speak on matters before them, but shall be non-voting.
Article III, Section 1.
6. Procedure. See Section (B)(6).
–
7/28/22: Chapter 270 approved by the Board.