Article IX Article X Article XI Article XII Article
XIII
Definitions
Name, Location and Rules of Order
See 2.1 Name and Location
Sec 2.2 Rules for Governing Meetings Meetings of
Members
Sec
3.1 Annual Meeting
See
3.2 Special Meetings
See
3.3 Notice of Meeting
See
3.4 Quorum
Sec
3.5 Proxies
Board of Directors, Selection, Term of Office
Sec
4.1 Number
Sec 4.2 Term of Office
Sec 4.3 Removal
See
44
Vacancy
Sec
4.5 Compensation
Sec 4.6 Action Taken Without a Meeting Nomination
and Election of Directors
Sec. 5.1 Nominations
Sec. 5.2 Election
Meetings of Board of Directors
See 6.1 Regular Meetings
See 6.2 Special Meetings
Sec.
6.3 Notice of Board Meetings Sec.
6.4 Quorum
Sec.
6.5 Member Attendance
Powers and Duties of the Board of Directors
Sec. 7.1 Powers
Sec.
7.2 Duties
Officers and Their Duties
Sec.
8.1 Enumeration of Officers
Sec. 8.2 Election of Officers
Sec.
8.3 Term
Sec.
8.4 Special Appointment
Sec. 8.5 Resignation and Removal
Sec. 8.6 Vacancies
Sec.
8.7 Multiple Offices
Sec. 8.8 Duties
President, Vice President, Secretary Treasurer
Committees .
Books and Records
Assessments
Amendments
General
Bylaw Adoption and Notarization
AMENDED AND RESTATED BYLAWS OF
ESPERANZA ESTATES HOMEOWNERS ASSOCIATION, INC.
Article I DEFINITIONS
The definitions in these Bylaws are the same as the
definitions set forth in the Amended and Restated
Declaration of Covenants, Conditions and
Restrictions for GREEN
|
VALLEY ESPERANZA ESTATES ("the Declaration")
recorded on |
_ |
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___ at Docket |
at Page |
., et. seq. |
Article II
NAME, LOCATION AND RULES OF ORDER
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Section 2.1 |
Name and Location: The
name of the corporation is ESPERANZA ESTATES |
HOMEOWNERS ASSOCIATION, INC. ["Association"]. The
principal office of the corporation is located at
Green Valley, Pima County, Arizona, but meetings of
the members and directors may be held at such places
within the State of Arizona, County of Pima, as
designated by the Board.
Section 2.2
Rules for
Governing Meetings: The most
current "Robert's Rules of Order" shall govern the
regular or special meetings of the Board, the
regular or special meetings of the members and the
committee meetings of the Association.
Article III MEETINGS OF MEMBERS
Section 3.1
Annual
Meeting: The annual meeting of
the members shall be held during the month of
January of each year.
Section 3.2
Special
Meetings: Special meetings of the
members may be called at any time by the President
or by a majority of the Board of Directors, or upon
written request of one-fourth of the members who are
entitled to vote.
Section 3.3
Notice of
Meetings: The Secretary shall
mail notice of the meetings of the members to each
member entitled to vote at least fifteen (15) days
prior to a meeting. The Notice shall be addressed to
the member's latest address as shown in the books of
the Association, or to an address supplied by the
member for the purpose of receiving notice. The Notice
shall specify the place, date, and time of the
meeting; and, in the case of a special meeting the
purpose of that meeting. The failure of any member
to receive actual notice of a meeting of the members
does not affect the validity of any action taken at
that meeting.
Section 3.4
Quorum:
Except as otherwise provided in the Governing
Documents, a quorum exists at any meeting of the
members if twenty percent of the Members entitled
Esperanza Estates Amended and Restated Bylaws
April, 200 1
to vote, in person or by proxy, are present. If a
quorum is not present at any meeting, the members
entitled to vote have the power to adjourn the
meeting from time to time, without notice other than
an announcement at the meeting, until a quorum is
present.
Section 3.5
Proxies:
At all meeting of members, each
member may vote in person or by proxy. All proxies
shall be in writing and filed with the Secretary at
least 24 hours prior to the meeting at which the
proxy is to be used. Every proxy is revocable and
automatically ceases upon the Member's conveyance of
the Lot.
Article IV
. BOARD OF DIRECTORS, SELECTION, TERM OF OFFICE
Section 4.1 .
Number:
The affairs of this Association
shall be managed by a Board of nine (9) Directors,
who shall be members of the Association.
Section 4.2
Term of
Office: The terms of the
Directors are staggered so that three Directors are
elected for a term of three (3) years at each annual
meeting of the members.
Section 4.3
Removal:
Any Director may be removed from the Board by a
majority vote of the Members of the Association who
are in attendance at any meeting of the Association
held for that purpose, provided that a quorum is
present at that meeting. The vote may be in person
or by proxy. The members requesting the removal of a
Director must submit a petition to the Secretary
which has been signed by the Owners of at least 20%
of the Lots. The Secretary [or any designee of the
Secretary] is responsible for determining the date
and time of any special meeting [which must be
scheduled not later than 30 days after receipt of
the petition] and for sending notices of the meeting
to the Members. Any Director whose removal has been
proposed shall be given notice of the petition
calling for his/her removal and shall be given the
opportunity to submit a written response to the
petition, to be mailed to the Members by the
Secretary with the Notice of the meeting. At the
meeting, the Director whose removal has been
proposed shall be entitled to address the Members
prior to the vote on the removal. In the event of
the removal of a Director, his/her successor shall
be selected by the vote of the Members at the
meeting and such successor shall be elected to fill
the unexpired term of the Director who was removed.
Section 4.4
Vacancy:
Any vacancy on the Board shall be
filled by the remaining members of the Board
selecting a successor. who shall serve for the
remaining term of the predecessor.
Section 4.5
Compensation: No director shall
receive compensation for any service he/she may
render to the Association. However, any director may
be reimbursed for
Esperanza Estates Amended and Restated Bylaws
April,200]
his/her actual expenses incurred in the performance
of his/her duties upon presentation of appropriate
evidence of the expense.
Section 4.6
Action
Taken Without a Meetinq: The
Directors have the right to take any action in the
absence of a meeting by obtaining the approval of a
quorum of the Directors. Any such approved action
has the same effect as though taken at a meeting of
the Directors. Any action taken under this Section
4.6 shall be confirmed at the next regular Board
meeting.
Article V
NOMINATION AND ELECTION OF DIRECTORS
Section 5.1
Nominations: At least three
months prior to the annual meeting, the Board shall
appoint a Nominating Committee consisting of one
member of the Board who shall be the Chair and at
least two (2) members of the Association at large.
The Nominating Committee shall make as many
nominations for election to the Board as it
determines but not less than the number of vacancies
to be filled. Nominees must be members of the
Association. Nominations may also be made from the
floor at the annual meeting.
Section 5.2
Election:
Election shall take place at the
annual meeting and shall be by secret written
ballot. The ballot shall contain the names of those
nominated by the Committee, specific instructions on
the number of candidates to be elected, and spaces
for write-in candidates. For each vacancy, the
members or their proxies may cast as many votes as
they are entitled to exercise under the provisions
of the Declaration. The persons receiving the
largest number of votes are elected. Cumulative
voting is not permitted.
Article VI
MEETINGS OF BOARD OF DIRECTORS
Section 6.1
Reqular
Meetings: Regular meetings of the
Board shall be held monthly (except for July and
August) at a place and time set by the Board.
Section 6.2
Special
Meetinqs: Special meetings of the
Board shall be held when called by the President of
the Association, or by any two Directors.
Section 6.3
Notice of
Board Meetinqs. Notice of
meetings of the Board shall be provided to the
Members in the newsletter, by conspicuous posting or
by any other means reasonably determined by the
Board to provide notice to the members. This does
not apply to emergency. circumstances where action
by the Board is required.
Esperanza Estates Amended and Restated Bylaws
April,2001
Section 6.4
Quorum:
A majority of Directors
constitutes a quorum for the transaction of
business. Every decision made by a majority of the
Directors present at a duly called meeting at which
a quorum is present shall be an act of the Board.
Section 6.5
Member
Attendance: Members of the
Association may attend regular and special meetings
of the Board.
Article VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 7.1
Powers:
The Board has the power to:
7.1.1 exercise for the Association all powers,
duties and authority vested in or delegated to the
Association and not reserved to the membership by
the Governing Documents;
7.1.2 employ a manager, independent contractor, or
any employees as it deems necessary, and to
prescribe their duties and compensation;
7.1.3 promulgate rules and regulations consistent
with the terms of the Governing Documents.
7.1.4 establish fees for the disclosure of
information to potential purchasers of Lots, as
provided for in the Planned Communities Act, as
amended from time to time, and to charge and collect
such fees from the Seller of any such Lot.
Section 7.2
Duties:
It is the duty of the Board to:
7.2.1 keep a complete record of all its actions and
financial affairs and present a statement thereof to
the members at the annual meeting or any special
meeting when such statement is requested in writing
by one-fourth of the members entitled to vote;
7.2.2 declare the office of a member of the Board to
be vacant in the event such member shall be absent
without good cause from three consecutive regular
meetings of the Board;
7.2.3 supervise all officers, agents and employees
of this Association and to see that their duties are
properly performed;
7.2.4 as more fully provided in the Declaration, to:
determine the amount of the annual assessment
against each Lot at least thirty days prior to
annual assessment period;
Esperanza Estates Amended and Restated Bylaws
April, 2001
provide written notice of the amount of the annual
assessment to every Owner at least thirty days prior
to each annual assessment period;
collect assessments as provided in the Declaration.
7.2.5 issue, or cause an appropriate officer to
issue, upon demand by any person, a certificate
setting forth whether or not any assessment has been
paid. A reasonable charge may be made by the Board
for the issuing these certificates. If the
certificate states an assessment has been paid, that
certificate is conclusive evidence of payment;
7.2.6 procure and maintain adequate liability and
hazard insurance on property owned by the
Association and obtain the insurance required in the
Declaration;
7.2.7 obtain fidelity insurance on all officers or
employees having fiscal responsibilities;
7.2.8 cause an annual review of the Association's
books to be made by an accountant at the completion
of each fiscal year;
7.2.9 comply with the provisions of the Planned
Communities Act, A.R.S. §33-1801
et.
seq., as amended from time to
time; and
7.2.10 approve the annual budget at the November
Board meeting.
Section 7.3
Authorized
Payments by the Association. The
Board has the exclusive authority to make payments
out of the Association's operating and reserve
accounts to cover the services being provided to the
Owners, the enforcement of the Governing Documents,
and for any and all purposes set forth in such
Governing Documents.
Section 7.4
Liability
of Board Members. No Member of
the Board shall be personally liable to any Member
or his/her assigns for any damage, loss or prejudice
suffered or claimed on account of any act or
omission of the Association, its representatives or
employees, provided that such Board Member has, upon
the basis of such information as may be possessed by
him/her, acted in good faith.
Article VIII OFFICERS AND THEIR DUTIES
|
Section 8.1 |
Enumeration of Officers:
The officers of this Association are a
President, Vice |
President, Secretary and Treasurer.
Esperanza Estates Amended and Restated Bylaws
April,2001
Section 8.2
Election
of Officers: The officers shall
be elected by the Board from among the Directors
elected by the members. The election of officers
shall take place at the first meeting of the Board
following each annual meeting of the members.
Section 8.3
Term:
The officers of this Association
shall be elected annually and each shall hold office
for one (1) year unless he/she resigns, is removed,
or is otherwise disqualified to serve.
Section 8.4
Special
Appointment: The Board may elect
such other officers as the affairs of the
Association may require, each of whom shall hold
office for such period, have such authority, and
perform such duties as the Board may, from time to
time, determine.
Section 8.5
Resignation and Removal: Any
officer may be removed from office with or without
cause by a majority of a quorum of the Board. Any
officer may resign at any time, by giving written
notice to the Board. Such resignation takes effect
on the date of receipt of such notice or at any
later time specified therein. The acceptance of any
resignation is not necessary to make it effective.
Section 8.6
Vacancies:
A vacancy in any office may be
filled by appointment by the Board.
The officer appointed to such vacancy shall serve
for the remainder of the term of the officer
replaced.
Section 8.7
Multiple
Offices: The offices of Secretary
and Treasurer may be held by the same person. No
person shall simultaneously hold more than one of
any of the other offices, except in the case of
special offices created pursuant to Section 4 of
this Article.
Section 8.8
Duties:
The duties of the officers are as
follows:
8.8.1
President: The President shall:
preside at all meetings of the Board and of members;
see that orders and resolutions are carried out;
sign all leases, mortgages, deeds and other written
instruments; and co-sign checks and promissory
notes.
8.8.2 Vice
President: The Vice President
shall act in the place of the President in the event
of his/her absence, inability or refusal to act, and
shall exercise and discharge such other duties as
may be required of him/her by the Board.
8.8.3
Secretary: The Secretary shall:
Keep minutes of all Board and membership meetings;
Esperanza Estates Amended and Restated Bylaws
April,2001
Keep the corporate seal and affix it on all papers
requiring said seal;
Send notice of Board and membership meetings;
Keep current records of names and addresses of
members;
Keep records regarding transfers of ownership of
Lots;
Maintain a file of copies of the Articles of
Incorporation, Bylaws and the Declaration;
Perform such other duties as required by the Board.
8.8.4
Treasurer: The Treasurer shall:
Receive and deposit all funds belonging to the
Association in appropriate bank accounts;
Disburse funds as directed by resolution of the
Board;
Co-sign all checks and promissory notes of the
Association;
Keep proper books of account and record of paid
assessments;
Prepare a proposed annual budget to submit to the
Board for consideration at the November Board
meeting;
Present to the membership at the annual meeting in
January the budget approved by the Board and a
statement of income and expenditures;
Prepare a written report, which is available to each
member, to include:
The approved budget for the next year;
Income and expenditures of the current year;
A statement of the year end assets and liabilities;
Send written notice of all general and/or special
assessments to members of the Association in
accordance with the Declaration.
Esperanza Estates Amended and Restated Bylaws
April, 2001
Section 8.9 Delegation of Duties:
The Board may delegate the duties and
responsibilities of the Officers as it deems
appropriate to a manager or employee hired for that
purpose.
Article IX COMMITTEES
The Board shall appoint an Architectural Control
Committee as provided for in the Declaration and a
Nominating Committee as provided for in these
Bylaws. In addition, the Board shall appoint any
other committees which it deems appropriate.
Article X
BOOKS AND RECORDS
The books, records and papers of the Association are
available for inspection by any Member. In
accordance with ARS. §10-11602, any Member desiring
to review such books and records must provide a
written request setting forth the proper purpose for
the inspection. Upon receipt of the request, the
Member shall be entitled to inspect such records
during reasonable business hours and to have copies
made of any documents, at the Member's expense. The
Insurance Policy, Articles of Incorporation and the
Bylaws of the Association are available for
inspection by any Member at the principal office of
the Association, where copies may be purchased at
reasonable cost.
As more fully provided in the Declaration, each
Member is obligated to pay to the Association Annual
Assessments, Special Assessments and Reimbursement
Assessments which are secured by a lien upon the Lot
against which the assessment is made.
Article XII AMENDMENTS
These Bylaws may be amended at the annual meeting or
any special meeting of the Association by a vote of
the Owners of fifty-one percent (51 %) of the Lots
who are present in person or by proxy at such
meeting. Notice of any proposed amendment must be
included in the notice of the meeting at which a
vote will be taken.
Section 13.1 The fiscal year of the Association
begins on the first day of January and ends on the
thirty-first day of December -of each year.
Section 13.2 This Amended and Restated Bylaws
supersedes and revokes all previously adopted Bylaws
and all supplements and amendments thereto.
Esperanza Estates Amended and Restated Bylaws
April,2001
Adopted on
April
26
I
2001
|
ESPERANZA |
ESTATES. |
HOMEOWNERS |
ASSOCIATION, INC
/s/ A. David Lantz
President |
/s/ Ben D. Sheffield
Secretary
SUBSCRIBED, SWORN TO AN ACKNOWLEDGED before me this
1st
day of
|
May
,2001, by
A.
David Lantz
I
Jr
and |
Ben D. Sheffield |
|
President |
and Secretary, respectively, of ESPERANZA
ESTATES HOMEOWNERS |
ASSOCIATION, INC.
/s/ Deborah A. Manweiler
Notary
Public
My
Commission Expires: 11-4-2004
ESPCr.U12.lt Estates Amended and Restated Bylaws
April. 2001
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