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Second Amended and Restated By-Laws
Of
Chinquapin Homeowners Association
[ ARTICLE I - Recitals and Definitions,
ARTICLE II - Location of Principal Office, ARTICLE III -
Membership, ARTICLE IV
- Membership Voting, ARTICLE V - Membership Meetings and Election of Directors,
ARTICLE VI - Membership Rights, ARTICLE VII -Board of Directors, ARTICLE VIII -
Board Meetings, ARTICLE IX - Duties and Powers of the Board, ARTICLE X -
Committees, ARTICLE XI - Officers, ARTICLE XII -
Member Assessment Obligations
and Association Finances, ARTICLE XIII - Other Required Reports Notices and
Disclosures to Members, ARTICLE XIV - Inspection of Books and Records Section,
ARTICLE XV - Miscellaneous, Exhibit A
- Definitions (from Declaration/CC&Rs) ]
ARTICLE I
Recitals and Definitions
Section 1.1. Name of Association. The name of this corporation is Chinquapin
Homeowners Association and shall be referred to herein as the “Association.”
Section 1.2. Association Is Nonprofit. The Association is a California nonprofit
mutual benefit corporation (Corporations Code §§7110-8910) and an association as
defined by Civil Code §1351(a).
Section 1.3. Specific Purpose. The specific and primary purposes of this
Association shall be to own, repair, maintain, manage, and eventually replace
the Common Area and Common Facilities within the Chinquapin real estate common
interest development located in the unincorporated area of Tahoe City, County of
Placer, State of California, to maintain individual Lots and the Residences
located thereon to the extent and in the manner more particularly described in
the Second Amended and Restated Declaration of Covenants, Conditions and
Restrictions for Chinquapin Homeowners Association, to enforce the Rules and
Regulations adopted by the Board of Directors, from time to time, and the terms
and conditions of said Declaration, and to otherwise enhance and promote the use
and enjoyment of the Common Areas and Common Facilities by the Owners in common.
Section 1.4. Definitions.
(a) Declaration Definitions Incorporated by Reference. All terms defined in the
Second Amended and Restated Declaration of Covenants, Conditions and
Restrictions for Chinquapin Homeowners Association (hereinafter “Declaration”),
are shown with initial capital letters herein, and shall have the same meaning
when used herein, unless the context clearly indicates a contrary intention. A
true and correct copy of Article I from the Declaration (Definitions) is
attached hereto and incorporated as
Exhibit A.
ARTICLE II
Location of Principal Office
The principal office of the Association is located at the Dollar Estate
Buildings which are Common Facilities, located in the Chinquapin Development at
3600 North Lake Boulevard, P.O. Box 6001, Tahoe City, California 96145, or such
other place within the development as the Board may from time to time designate
by resolution.
Section 3.1. Members of the Association. Every Owner of a Residence Lot within
the Development is a Member of the Association, as more particularly set forth
at Article III of the Declaration (Section 3.01 through 3.03), or as otherwise
set forth therein. Membership in the Association is appurtenant to, and may not
be separated from, ownership of a Lot.
Section 3.2. Multiple Ownership of Lots. Ownership of a Residence Lot shall give
rise to a single membership vote in the Association. Accordingly, if more than
one person owns a Lot, all of said persons shall be deemed to be one Member for
voting purposes, although all such Owners shall have equal rights as Members to
use and enjoy the Project Common Area and Common Facilities. The vote for a Lot
with multiple owners shall be exercised as they among themselves determine, but
in no event shall more than one vote be cast with respect to any Lot.
Section 3.3. Furnishing Evidence of Membership. A person shall not be entitled
to exercise the rights of a Member until such person has advised the
Association’s manager, maintenance company, or other authorized agent in writing
that he or she is qualified to be a Member under Section 3.1, and, if requested
by the secretary, has provided the secretary with evidence of such qualification
in the form of a true and correct copy of a recorded deed or a currently
effective policy of title insurance.
ARTICLE IV
Membership Voting
Section 4.1. Single Class of Membership. The Association shall have one class of
voting membership.
Section 4.2. Member Voting Rights. On each matter submitted to a vote of the
Members, each Member shall be entitled to cast one vote for each Lot owned by
the Member. Single memberships in which two or more persons have an indivisible
interest shall be voted as provided in Section 3.2.
Section 4.3. Eligibility to Vote. Only Members in good standing shall be
entitled to vote. In order to be in good standing, a Member must be current in
the payment of all Assessments levied against the Member’s Lot(s) and not be
subject to any suspension of voting privileges as a result of any disciplinary
proceeding. A Member’s good standing shall be determined as of the record date
established in accordance with Section 5.10.
Section 4.4. Manner of Casting Votes.
(a) Except as provided herein, all membership votes shall be held under the
‘double envelope, secret ballot’ procedures required by Civil Code § 1363.03, as
may be more particularly set forth in the Association’s Election Rules.
(i) The only exceptions to the requirement that all membership votes be
conducted under the ‘double envelope, secret ballot system’ are for minor
matters that may be taken by voice vote at a member meeting where a quorum has
been established. These items include voice votes to approve membership meeting
minutes, and other minor items that may be brought to the attention of the
Members at the meeting and do not require expenditure of more than $250.00 in
Association funds. The Board may also solicit non-binding, advisory polls or
votes from Members, by electronic communication or otherwise, to assist it in
determining Member opinions on various matters.
(b) No Cumulative Voting. Cumulative voting shall not be permitted.
(c) Conduct of Informational Meetings. Use of the written ballot procedures set
forth herein shall not preclude the Association from also conducting
informational meetings of the Members.
(d) The Board shall set the date for all elections and advise the members of the
deadline for returning ballots to cast their votes. The Board may extend the
date for returning written ballots for no more than two successive periods of
thirty days each. If the Board does extend the voting period, members will be
given written notice of such extension(s) and no secret ballots shall be opened
until the last extended date for the ballot opening set by the Board.
Section 4.5. Majority Vote of Members Required for Valid Action. The affirmative
vote of a Majority of a Quorum of the Members who are entitled to vote and
voting on any matter (other than the election of directors) shall be the act of
the Members, unless the vote of a greater number is required by California Law
or by the Governing Documents. In the case of director elections, the candidates
receiving the highest number of votes, up to the number of directors to be
elected, shall be elected to the vacant director positions.
ARTICLE V
Membership Meetings and Election of Directors
Section 5.1. Annual Meeting. There shall be an annual meeting of the Members
held on the Saturday before Labor Day of each year at the hour of 4:00 p.m. at
the Dollar Estate Buildings, or on such other date, time and location
established by the Board and set forth in the notice of meeting sent to the
Members in accordance with Section 5.8.
Section 5.2. Quorum. The quorum for any vote or election by the members (other
than the election of directors) shall be a majority of the total voting power of
the Association, i.e., 87 Lots, if all Lots are eligible to vote. The vote of a
majority of a quorum shall generally be effective for Member action as provided
at Section 4.5.
(a) Written Ballots. All written ballots that are timely returned count towards
a quorum for all items that are included on the written ballots. If a quorum can
only be obtained by counting the written ballots that are returned, plus members
that are personally in attendance, then a quorum is deemed to be present only as
to those matters that were included in the written ballots.
(b) Effect of Departure of Members From Meeting. The Members present in person
at a duly called or duly held meeting at which a quorum is present may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
Members to leave less than a quorum, so long as any action taken (other than
adjournment) is approved by at least a majority of the Members required to
constitute a quorum.
Section 5.3. Directors Elected Effective at Annual Meeting. The election of
directors shall be effective as of the Annual Member Meeting, although the
ballots shall be opened prior to the Annual Meeting as provided at Section 5.4.
The persons thus elected shall be selected from among those persons nominated
under Section 5.6; however, if for any reason an annual meeting is not held or
the directors are not elected at any annual meeting, the directors may be
elected by written ballot only, or at any special meeting held for that purpose.
(a) Determination of Election Results/Succession to Office. The candidates
receiving the highest number of votes shall be elected as directors and shall
take office at the member meeting immediately following the Ballot Counting
Meeting. In the event there is a tie vote between those candidates who receive
the lowest number of votes necessary to qualify the candidate for election to a
seat on the Board, a runoff election pursuant to the Association’s Election
Rules shall be held thereafter, as soon as reasonably practicable, but not later
than 60 days after the ballots were opened.
(b) Procedures Consistent with Civil Code § 1363.03 and Election Rules. In all
elections that require the ‘double envelope, secret ballot’ system, the
appointment of election inspectors, and all other procedures shall be pursuant
to the adopted and published Election Rules of the Association, consistent with
the requirements of Civil Code § 1363.03.
Section 5.4. Ballot Counting Meeting. A meeting for counting the ballots cast in
connection with the Annual Member Meeting shall be held the Saturday preceding
the Annual Meeting at 4:00 p.m. at the Dollar Estate Buildings, or such other
time and location that may be specified by the Board. That meeting shall be for
the purpose of opening, counting, and tabulating the ballots for the annual
election of Directors and any other matters being voted on by the members at the
Annual Member Meeting. No business other than tabulation of the ballots by the
Election Inspector shall be conducted and there shall be no quorum requirement
for the Ballot Counting Meeting. All members may attend the meeting and witness
the opening of the ballots by the Election Inspector.
Section 5.5. Candidate Qualifications. All Director candidates must be members
of the Association, current in the payment of all financial obligations, and not
subject to suspension of membership privileges as a result of any disciplinary
action that has been initiated by the Association.
Section 5.6 Nomination of Candidates for Election to the Board of Directors:
(a) Nomination Procedures. Nominations of candidates for election to the Board
of Directors may be made by a Nominating Committee or by self-nomination. The
Board may appoint a Nominating Committee prior to any election of Directors. If
appointed, on or before the deadline for nominations, the Nominating Committee
shall nominate as many candidates for election to the Board as it shall in its
discretion determine, but not less than the number of positions on the Board
that are to be filled in the election. All nominations shall be made from among
members who satisfy the qualifications set forth in these Election Rules. Any
member who satisfies the qualifications set forth in the Election Rules may
place his or her name in nomination for election to the Board by giving written
notice to the President or Secretary of the Association. Notice of
self-nomination must be received prior to the deadline for nominations.
(b) Deadline for Nominations. The deadline for nominations shall be set by the
Board and shall not be less than fifteen (15) and not more than sixty (60) days
prior to the date for mailing ballots to the members for the election of
Directors. Although write-in candidates may be provided for on the written
ballots, nominations from the floor cannot be made at the Ballot Counting
Meeting or the Annual Member Meeting.
(c) Publication of Deadline for Nominations. The date and time of the deadline
for nominations shall be published at least thirty (30) days in advance of the
deadline on the Association’s Internet Website and otherwise Delivered to the
members as provided at Section 1.18 of the Declaration.
Section 5.7. Special Meetings.
(a) Persons Entitled to Call Special Meetings. A majority of the Board, the
president, or 5 percent or more of the Members may call special meetings of the
Members at any time to consider any lawful business of the Association.
(b) Procedures for Calling Special Meetings Requested by Members. If a special
meeting is called by Members other than the Board of Directors or the president,
the request shall be submitted by such Members in writing, specifying the
general nature of the business proposed to be transacted, and shall be Delivered
personally or sent by first-class, certified or registered mail or by facsimile
or other electronic transmission to the president, any vice president, or the
secretary of the Association. The officer receiving the request shall cause
notice to be promptly given to the Members entitled to vote, in accordance with
the provisions of Section 5.8 that a meeting will be held, and the date, time,
and purpose for such meeting, which date shall be not less than 35 nor more than
90 days following the receipt of the request.
If notice of the meeting is not given within the 20 days after receipt of the
request, the Members requesting the meeting may give the notice. Nothing
contained in this section shall be construed as limiting, fixing, or affecting
the time when a meeting of Members may be held when the meeting is called by
action of the Board of Directors or the president.
(c) Special Meetings of Members to Vote to Reverse a Rule Change. If five
percent (5%) or more of the Members call for a special meeting under Civil Code
§1357.140(a) for the purpose of voting to reverse a rule change proposed by the
Board of Directors, the Members’ request for the special meeting must be
delivered to the Association within 30 days after the Members are notified of
the proposed rule change. In the event that a valid petition for such a special
meeting is timely tendered to the Association, the rule change may be reversed
by the affirmative vote of a Majority of a Quorum of the Members who are
represented and voting at the special meeting unless the Governing Documents
require a greater percentage approval. In lieu of calling a special meeting for
the purposes described in this subparagraph (c), the Board of Directors may
distribute a written ballot to every Member of the Association in accordance
with the secret ballot voting procedures set forth in Civil Code §1363.03, and
the Association’s Election Rules.
Section 5.8. Notice of Members’ Meetings.
(a) Time Requirements for Notice. The notice of membership meetings shall be
posted on the Association’s Internet Website and given in the manner specified
in subparagraph (c) of this section, not less than 10 nor more than 90 days
before the date of the meeting. If notice is given by mail and the notice is not
given by first-class, registered, or certified mail, the notice shall be given
not less than 20 days (nor more than 90 days) before the meeting. When a meeting
of the Members is called in response to a valid Member demand, the Board shall
be obligated to send the Members a notice of the special meeting within 20 days
following receipt of the Members’ demand and the meeting must be held on a date
that is not less than 35 nor more than 90 days following the receipt of the
request. If notice of the meeting is not given by the Association’s Board within
20 days after receipt of the request, the Members requesting the meeting may
give the notice.
(b) Minimum Requirements Regarding Content of Notice. The notice of any
membership meeting shall specify the place, date, and hour of the meeting and (i)
in the case of a special meeting, the general nature of the business to be
transacted, and no other business may in that case be transacted, or (ii) in the
case of a regular meeting, those matters that the Board of Directors, at the
time of giving the notice, intends to present for action by the Members, but any
proper matter may be presented at the meeting for such action so long as a
quorum is present. The notice of any meeting at which directors are to be
elected shall include the names of all those individuals who are nominees at the
time the notice is given to the Members.
(c) Manner of Service. Notice of any meeting of Members shall be posted on the
Association’s Internet Website and Delivered by mail or electronic forms of
communication as set forth at Section 1.18 and Article XIV (Notices), of the
Declaration.
Section 5.9. Waiver of Notice by Attendance at a Meeting. Attendance by a Member
at a meeting shall constitute a waiver of any objections such person may have
with respect to notice of that meeting, except when the Member attends the
meeting for the sole purpose of objecting at the beginning of the meeting to the
transaction of any business due to the inadequacy or illegality of the notice.
Attendance at a meeting is not a waiver of any right to object to the
consideration of matters not included in the notice of the meeting that are
required to be described therein under Section 5.9(b), if that objection is
expressly made at the meeting.
Section 5.10. Record Dates for Member Notice, Voting, and Giving Consents.
(a) Record Dates Established by the Board of Directors. For the purpose of
determining which Members are entitled to receive notice of any meeting, vote,
act by written ballot without a meeting or exercise any rights in respect to any
other lawful action, the Board of Directors may fix, in advance, a “record date”
and only Members of record on the date so fixed are entitled to notice, to vote,
or to take action by written ballot or otherwise, as the case may be,
notwithstanding any transfer of any membership on the books of the Association
after the record date, except as otherwise provided in the Articles of
Incorporation, by agreement, or in the California Nonprofit Mutual Benefit
Corporation Law. The record dates established by the Board under this section
must be in accordance with the requirements of Corporations Code Section 7611.
(b) “Record Date” Means as of Close of Business. A person holding a membership
as of the close of business on the “record date” shall be deemed to be the
Member of record.
ARTICLE VI
Membership Rights
Subject to the provisions hereof and the provisions of the Declaration, the
Members shall have the following rights:
Section 6.1. Use and Enjoyment of Common Areas by Members and Family. Each
Member and the members of his or her family who also reside in the Member’s
Residence shall be entitled to the use and enjoyment of all private roads, the
Project Common Area and Common Facilities within the Development.
Section 6.2. Tenants and Lessees.
(a) Assignment of Rights, Generally. Each Member shall have the right to assign
his or her rights as a Member (other than voting rights) to a tenant residing
within the Member’s Residence. Such assignment shall only be effective so long
as said tenant is residing in said Residence and is in compliance with the
Governing Documents as the same may exist from time to time. At all times the
Owner shall remain responsible for compliance by Owner’s lessee or tenant with
all provisions of the Governing Documents. Without limiting the foregoing,
reference is specifically made to Article II (Property Rights and Obligations of
Owners) of the Declaration and Association Rules as enacted or amended from time
to time, for additional tenant and lease restrictions.
(b) Restriction on Lessor’s Use of Certain Common Areas and Facilities. During
the period of any lease or rental of a Lot, any Owner not residing within the
Development shall not be entitled to use the Project Common Area or Common
Facilities, except to the extent reasonably necessary to perform the usual
responsibilities of a landlord or to ensure or gain compliance by the tenant
with the requirements of these Bylaws and the Declaration, unless the Lessor-Owner
is the accompanied guest of another Owner or is contemporaneously residing on
another Lot within the Development.
Section 6.3. Invitees and Guests. The invitees and guests of a Member shall have
the right to use and enjoy the private roads, Project Common Area and Common
Facilities within the Development, although Members remain responsible for the
conduct of their invitees and guests at all times. Any such guest or invitee
shall be subject to the same obligations imposed on the Owner to observe the
rules, restrictions and regulations of the Association as set forth in the
Governing Documents.
Section 6.4. Association Rules and Regulations. The right of any person to use
and enjoy the Project Common Area and Common Facilities within the Development
shall at all times be subject to the limitations and restrictions set forth in
these Bylaws, in the Declaration, and in the Association’s published rules and
regulations as promulgated by the Board from time to time in accordance with
Section 3.07 of the Declaration, Section 13.11 of these Bylaws, and Civil Code
§§1357.100-1357.140. With the exception of the right to use that portion of the
Association roads that are necessary for ingress and egress to a Member’s
separate interest, the Board shall have the right to impose monetary penalties
or to temporarily suspend the use and enjoyment of the Project Common Area and
any Common Facilities for the failure of a Member to pay any Assessments when
due under the Declaration, or to comply with any other rule or regulation
imposed on such Member, or his or her tenants or guests, under the Governing
Documents, provided, however, that any such suspension shall be imposed only
after such person has been afforded the notice and hearing rights more
particularly described in Article XII of the Declaration, and any other
provisions of the Governing Documents consistent therewith.
ARTICLE VII
Board of Directors
Section 7.1. General Association Powers. Subject to the provisions of the
California Nonprofit Mutual Benefit Corporation Law, the Davis-Stirling Common
Interest Development Act (Civil Code §§1350-1376) and any limitations contained
in any of the Governing Documents relating to action required to be approved by
the Members, the business and affairs of the Association shall be vested in and
exercised by, the Association’s Board of Directors. Subject to the limitations
expressed in Section 9.2, the Board may delegate the management of the
activities of the Association to any person or persons, management company or
committee, provided that notwithstanding any such delegation the activities and
affairs of the Association shall continue to be managed and all Association
powers shall continue to be exercised under the ultimate direction of the Board.
Section 7.2. Number and Qualification of Directors. The Board of Directors shall
consist of seven (7) persons who shall be Owners of Lots whose memberships are
in good standing with all Assessments current and are not subject to any
suspension of membership rights. Only one Owner per Lot shall be eligible to
serve on the Board at any time.
Section 7.3. Term of Office—Staggered Terms. The directors of this Association
shall serve for a term of two (2) years with four (4) directors elected in
odd-numbered years and three (3) directors elected in even-numbered years. Each
director, including a director elected to fill a vacancy or elected at a special
meeting of Members, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified. There shall be no
limitation on the number of consecutive terms to which a director may be
reelected.
Section 7.4. Vacancies on Board of Directors and Removal of Directors from
Office.
(a) Vacancies, Generally. A vacancy or vacancies on the Board of Directors shall
be deemed to exist on the occurrence of any of the following: (i) the death,
resignation or removal of a director; (ii) an increase of the authorized number
of directors; or (iii) the failure of the Members, at any meeting of Members at
which any director or directors are to be elected, to elect the number of
directors to be elected at such meeting.
(b) Resignation of Directors. Except as provided in this subparagraph, any
director may resign, which resignation shall be effective on giving written
notice to the president, the secretary, or the Board of Directors, unless the
notice specifies a later time for the resignation to become effective. If the
resignation of a director is effective at a future time, the Board of Directors
may elect a successor to take office when the resignation becomes effective.
(c) Authority of Board to Remove Directors. The Board of Directors shall have
the power and authority to remove a director and declare his or her office
vacant if he or she (i) has been declared of unsound mind by a final order of
court; (ii) has been convicted of a felony; or (iii) fails to attend three
consecutive regular meetings of the Board of Directors that have been duly
noticed in accordance with California law and these Bylaws. In exercising its
discretion to remove a director for his or her failure to attend duly noticed
meetings, the Board may consider in mitigation medical hardship, business
travel, or other factors. The Board shall also have the authority to declare
vacant the seat of any incumbent director who fails to remain in good standing
with the Association; provided, however, that if the basis for removal of an
incumbent director is the director’s failure to remain current in the payment of
assessment obligations to the Association, the Board shall take no action to
declare the delinquent director’s seat to be vacated unless and until (i) the
director has received the Pre-Lien Delinquency Notice prescribed in Section
4.10(b)(i) of the Declaration, and (ii) a period of at least 30 days has elapsed
following delivery of that Notice to the director without payment in full of all
delinquent assessments and other duly levied fees, interest, and reasonable
costs of collection.
(d) Authority of Members to Remove Directors. Except as otherwise provided in
subparagraph (c) hereof, a director may only be removed from office before
expiration of his or her term by the affirmative vote of a majority of the
Voting Power of the Association.
Any membership action to recall or remove a director shall be conducted in
accordance with the ‘double envelope, secret ballot’ voting procedures set forth
at Articles IV and V hereof, and the Association’s Election Rules. If the recall
vote results in a tie, the removal action will have failed.
(e) Removal by Court Action. The Placer County Superior Court may, in response
to a suit filed by any director or the lesser of 20 Members or 5 percent of the
Members, remove any director determined to be guilty of fraudulent or dishonest
acts or gross abuse of authority or discretion with reference to the
Association. The Association shall be made a party to any such action.
(f) Filling of Vacancies. Vacancies on the Board of Directors shall be filled by
a majority vote of the remaining directors though less than a quorum, unless the
vacancy is created through removal of a director by action of the Members, in
which case the vacancy shall be filled by a vote of the Members. Furthermore,
the Members may elect a director or directors at any time to fill any vacancy or
vacancies not filled by the directors by an election at a duly held meeting of
the Members or by written ballot.
(g) Reduction in Number of Directors. No reduction of the authorized number of
directors shall have the effect of removing any director before that director’s
term of office expires, unless any affected director voluntarily resigns.
ARTICLE VIII
Board Meetings
Section 8.1. Place of Meetings; Meetings by Conference Telephone.
(a) Permitted Locations for Board Meetings. Regular and special meetings of the
Board of Directors may be held at any place within the Development or at such
other location designated by the Board and stated in the notice of the meeting.
(b) Meetings Can be Conducted by Conference Telephone or other Electronic Means.
A regular, special, emergency, or executive session meeting of the Board may be
held by conference telephone call, electronic video screen communications, or
other communications equipment. Participation in a meeting through the use of
conference telephone equipment, electronic video screen equipment, or other
communications equipment, constitutes presence in person at the meeting so long
as each director participating in the meeting can communicate with all of the
other directors concurrently, and each director is given the means of
participating in all matters coming before the Board.
For regular or special Board meetings at which three (3) or more directors
attend by conference telephone or other electronic means, arrangements shall be
made so that any Association member who desires to listen or participate in the
telephone/electronic meeting of the Board can do so. For example, if three or
more directors intend to participate in a regular or special directors meeting
by telephone conference call, a telephone number shall be included in the notice
of the Board meeting so that all Association Members can call into the Board
meeting to listen and participate in the meeting, except for executive session
matters.
For all meetings conducted by telephone conference call or other electronic
means, minutes of such meetings shall be taken and posted for member review as
required by Section 8.6(d) below.
Section 8.2. Annual Meeting of Directors. Immediately before or following each
annual meeting of Members, the Board of Directors shall hold a meeting for the
purpose of organization, election of officers, and the transaction of other
business. Notice of this meeting shall be given with the notice of the Annual
Member Meeting.
Section 8.3. Other Regular Meetings. Ordinarily, regular meetings shall be
conducted at least quarterly, provided, however, that regular meetings can be
held as often as necessary, if the Board’s business justifies more frequent
meetings. If the Board adopts an annual schedule for the conduct of regular
meetings and that schedule is communicated to all directors at least 15 days
before the first scheduled meeting, no further notice of a regular meeting shall
be required unless the date, time, or location for a particular regular meeting
is changed for any reason, in which case, notice shall be provided to all
directors in accordance with Section 8.5.
Section 8.4. Special Meetings of the Board. Special meetings of the Board of
Directors for any purpose may be called at any time by the president or any two
(2) directors.
Section 8.5. Notice of Board Meetings.
(a) Minimum Time Requirements for Giving Notice to Directors. In the case of any
special meeting of the Board, and if the Board has not fixed the time and
location for regular meetings and provided each director with the schedule for
the conduct of regular meetings, notice shall be communicated to each Board
member not less than 4 days before the date of the meeting, provided, however,
that if the meeting qualifies as an emergency meeting (Section 8.5(d)) or is a
special meeting that can be called in executive session (Section 8.6(e)), the
time for providing notice is 48 hours before the meeting, unless notice is given
by first-class mail, in which case the 4-day notice requirement remains in
effect. Notice of a meeting of the Board need not be given to any director who
has signed a waiver of notice or a written consent to the conduct of the meeting
or an approval of the minutes of the meeting (whether before or after the
meeting), as provided in Section 8.8, or who attends the meeting without
protesting, either before or at the commencement of the meeting, the lack of
notice to that director. All such notices shall be given or sent to the
director’s address, telephone number, or e-mail address as shown on the records
of the Association.
(b) Members’ Right to Receive Notice of Board Meetings. All Members of the
Association shall be given notice of the time and place of all Board meetings
(as defined in Section 8.6(a)), except for emergency meetings, or meetings to
discuss solely executive session items pursuant to Section 8.06(e) below, at
least 4 days before the date of the meeting. This notice to the Members shall be
given by posting the notice on the Association’s Internet Website and in a
prominent place or places within the Common Area and by mail to any Member who
has requested notification of Board meetings by mail (with the notice sent to
the address requested by the Member). Notice may also be given by mail or
Delivery of the notice to each Lot within the Development, by email or other
electronic means to Members who have signed a consent form, or by newsletter or
similar means of communication. For purposes of this subparagraph (b), an
“emergency meeting” of the Board means a meeting called by the president or by
any two (2) members of the Board under circumstances that could not have been
reasonably foreseen that require immediate attention and possible action by the
Board and that of necessity make it impracticable to provide prior notice to the
Members as required by the Open Meeting Act (see Section 8.6).
In addition to the foregoing general notice requirements for Members, if a
particular Member or Members are scheduled for possible disciplinary action on
the agenda for a Board meeting, the Board must notify the subject Member(s) in
writing, by either personal delivery or first-class mail, at least 10 days
before the date of the meeting. Any such special notice of possible disciplinary
action must contain, at a minimum, the date, time, and location of the meeting,
the nature of the alleged violation for which the Member(s) are being considered
for disciplinary action, and a statement that the Member(s) have a right to
attend the meeting and address the Board concerning the disciplinary matter.
Section 8.6. Attendance by Members. The following provisions reflect the
California Common Interest Development Open Meeting Act (Civil Code §1363.05):
(a) Meetings Generally Open to Members; Definition of What Constitutes a
“Meeting.” With the exception of executive session meetings of the Board, any
Member of the Association may attend meetings of the Board of Directors,
provided, however, that nondirector Members may participate in deliberations or
discussions of the Board only when expressly authorized by the vote or consent
of a majority of the directors present at the meeting at which a quorum has been
established or by the Board member chairing the meeting. For purposes of the
Open Meeting Act, the term “meeting” includes any congregation of a majority of
the members of the Board at the same time and place to hear, discuss, or
deliberate on any item of business scheduled to be heard by the Board, except
those matters that may be discussed in executive session.
(b) Right of Members to Speak at Meetings. The Board of Directors shall permit
any Member to speak at any meeting of the Members or of the Board of Directors,
except for Board meetings that are held in executive session under subparagraph
(e), below. The Board or the chairman of the meeting may impose reasonable time
limitations on presentations or statements by Members and, in the case of Board
meetings, the agenda for the meeting can designate a specific time for Member
statements and comments.
(c) Meeting Agendas; General Restriction of Action to Items on the Agenda. As
required by Civil Code §1363.05(f), any notice of Board meetings that is
required by law to be distributed or made available to the Members under Section
8.5(b) must include an agenda for the meeting. Except as provided in
subparagraphs (i) through (v) of this subparagraph (c) or subparagraph(d),
below, the Board of Directors may not discuss or take action on any item at a
non-emergency or non-executive session meeting of the Board unless the item was
placed on the agenda that was included in the notice given to the Members.
Members who are not on the Board may, however, speak on issues that are not on
the agenda. Notwithstanding the general rule that Board actions must be
restricted to items shown on the meeting agenda, a member of the Board of
Directors, a managing agent or other agent of the Board, or a member of the
staff of the Board of Directors may do any of the following:
(i) Directors, managing agents, and other agents or staff members of the Board
may briefly respond to statements made or questions posed by a person speaking
at an open Board meeting;
(ii) Directors, managing agents, and other agents or staff members of the Board
may ask a question for clarification, make a brief announcement, or make a brief
report on the director’s own activities, whether in response to a question posed
by a Member or passed on the director’s own initiative;
(iii) The Board or any director may provide reference to, or provide other
resources for factual information to, the Board’s managing agent or other agents
or staff;
(iv) The Board or any director may request the managing agent of the Association
or other agents or staff to report back to the Board at a subsequent meeting
concerning any matter, or take action to direct the managing agent, other
agents, or staff to place a matter of business on a future agenda;
(v) The Board or any director may direct the Association’s managing agent or
other agents or staff to perform administrative tasks that are necessary to
carry out the requirements of Civil Code §1363.05.
(d) Authority to Take Action on Certain Items Not on the Published Agenda.
Notwithstanding the general rule that Board actions must be restricted to items
shown on the Board meeting agenda, the Board of Directors may take action on any
item of business not appearing on the posted meeting agenda under any of the
following conditions:
(i) On a determination made by a majority of the Board of Directors present at
the meeting that an emergency situation exists. An emergency situation exists if
there are circumstances that could not have been reasonably foreseen by the
Board, that require immediate attention and possible action by the Board, and
that, of necessity, make it impracticable to provide notice.
(ii) On a determination made by the Board by a vote of two-thirds of the members
of the Board who are present at the meeting, or, if less than two-thirds of
total membership of the Board is present at the meeting, by a unanimous vote of
the Board members present, that there is a need to take immediate action and
that the need for action came to the attention of the Board after the agenda for
the meeting was posted and distributed to the Members; or
(iii) The item appeared on an agenda that was posted and distributed to the
Members for a prior meeting of the Board of Directors that occurred not more
than 30 calendar days before the date that action is taken on the item and, at
the prior meeting, action on the item was continued to the meeting at which the
action is taken. Before discussing any item under this subparagraph (d), the
Board of Directors shall openly identify the item to the Members in attendance
at the meeting.
(e) Executive Sessions. The Board, on the affirmative vote of a majority of the
directors present at a meeting at which a quorum has been established, shall be
entitled to adjourn at any time for purposes of reconvening in executive session
to discuss (i) litigation in which the Association is or may become a party;
(ii) matters relating to the formation of contracts with third parties; (iii)
Member discipline; or (iv) personnel matters; or (v) to meet with a Member, on
the Member’s request, regarding the Member’s payment of Assessments, as
specified in Civil Code §1367.1. Alternatively, the Board can meet to discuss
only matters that are proper for executive session discussion by telephone
conference call or other electronic communication (see Section 8.1(b) above), or
otherwise, and without prior notice to Association Members, so long as all
directors are given notice of such executive session meeting pursuant to Section
8.5 above. The Board must meet in executive session if requested by a Member who
may be subject to a fine, penalty, or other form of discipline and the Member
who is the subject of the disciplinary proceeding, must receive prior notice of
and shall be entitled to attend any executive session hearing at which
discipline may be imposed, as provided in these Bylaws and any rules adopted and
published by the Association. Any matter discussed in executive session shall be
generally noted in the minutes of the immediately following Board meeting that
is open to the entire membership.
(f) Board Meeting Minutes. The minutes, minutes proposed for adoption that are
marked to indicate draft status, or a summary of the minutes, of any meeting of
the Board of Directors, other than minutes of an executive session, shall be
available to the Members within 30 days of the meeting. The minutes, proposed
minutes, or summary minutes shall be distributed to any Member on request and on
reimbursement of the Association’s costs in making that distribution.
Section 8.7. Quorum Requirements. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business. Every act
or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board
of Directors, subject to the provisions of the California Nonprofit Mutual
Benefit Corporation Law, especially those provisions relating to (i) approval of
contracts or transactions in which a director has a direct or indirect material
financial interest; (ii) appointment of committees; and (iii) indemnification of
directors. A meeting at which a quorum is initially present may continue to
transact business, notwithstanding the withdrawal of directors below a quorum,
if any action taken is approved by at least a majority of the required quorum
for that meeting, or such greater number as is required by these Bylaws, the
Articles, or by law.
Section 8.8. Waiver of Notice. The transaction of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though taken at a meeting duly held after regular call and notice, if (a) a
quorum is present, and (b) either before or after the meeting, each of the
directors not present, individually or collectively, signs a written waiver of
notice, a consent to holding the meeting, or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
waivers, consents, and approvals shall be filed with the Association records or
made a part of the minutes of the meeting and shall have the same force and
effect as a unanimous vote of the Board. The requirement of notice of a meeting
shall also be deemed to have been waived by any director who attends the meeting
without protesting the lack of proper notice either before or at the inception
of the meeting.
Section 8.9. Adjournment. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place. If the
meeting is adjourned for more than 24 hours, notice of adjournment to any other
time or place shall be given before the time of the adjourned meeting to the
directors who are not present at the time of the adjournment. Except as provided
above, notice of adjournment need not be given.
Section 8.10. Action Without a Meeting. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if (i) all
members of the Board, individually or collectively, consent in writing to that
action, and (ii) the action qualifies as one that is appropriate for action as
an emergency or executive session meeting matter. Such action by written consent
shall have the same force and effect as an unanimous vote of the Board of
Directors.
If the Board of Directors resolves by unanimous written consent to take action,
an explanation of the action taken shall be posted on the Association’s Internet
Website and at a prominent place or places within the Common Area within five
(5) days after the written consents of all Board members have been obtained. If
the Association’s Internet Website is unavailable for any reason, and the Common
Area is deemed unsuitable for posting the explanation of the action taken, the
Board shall communicate the explanation by any means it deems appropriate. Any
written consent or consents of the Board shall be filed with the minutes of the
proceedings of the Board.
Section 8.11. Compensation. Directors, officers, and members of committees shall
not be entitled to compensation for their services as such, although they may be
reimbursed for such actual expenses as may be determined by resolution of the
Board of Directors to be just and reasonable. Expenses for which reimbursement
is sought shall be supported by a proper receipt or invoice.
Section 8.12. Protocol at Board Meetings. At each meeting of the Board, the
President, or if he or she is absent, the Vice President, or if he or she is
absent, any Director chosen by a majority of the Directors present, shall act as
Chairperson and preside over the meeting. The Secretary, or if he or she is
absent, the person (who shall be an Assistant Secretary, if any and if present)
whom the Chairperson of such meeting shall appoint, shall act as Secretary of
such meeting and keep the minutes thereof.
ARTICLE IX
Duties and Powers of the Board
Section 9.1. Specific Powers. Without prejudice to the general powers of the
Board of Directors set forth in Section 7.1 of these Bylaws, and Section 3.06
and elsewhere of the Declaration, the directors shall have the power to:
(a) Exercise all powers vested in the Board under the Governing Documents and
under the laws of the State of California.
(b) Appoint and remove all officers of the Association, managers (subject to any
contractual commitments which may exist), and other Association agents or
employees; prescribe any powers and duties for such persons that are consistent
with law and the Governing Documents; and fix their compensation.
(c) Appoint agents and employ others, including attorneys and accountants, as it
sees fit to assist in the operation of the Association, and to fix their duties
and to establish their compensation.
(d) In accordance with Section 6.4 of these Bylaws and Section 3.07 of the
Declaration, adopt and establish rules and regulations subject to the provisions
of the Declaration, governing the use and maintenance of the Common Areas, the
Common Facilities and roads within the Development, and the personal conduct of
the Members and their guests thereon, and take such steps as it deems necessary
for the enforcement of such rules and regulations, including the imposition of
monetary penalties and/or the suspension of voting rights and the right to use
any Project Common Area or Common Facility, provided notice and a hearing are
provided as more particularly set forth in Section 12.06 of the Declaration and
any Association rules consistent therewith. Rules and regulations adopted by the
Board may contain reasonable variations and distinctions as between Owners and
tenants.
(e) Enforce all applicable provisions of the Governing Documents relating to the
control, management, maintenance, and use of the Lots, Common Areas and Common
Facilities, and the roads within the Development.
(f) Contract for and pay premiums for fire, casualty, liability, and other
insurance and bonds (including indemnity bonds) that may be required from time
to time by the Association.
(g) Contract for and pay for maintenance, landscaping, utilities, materials,
supplies, labor, and services that may be required from time to time in relation
to the Development.
(h) Pay all taxes, Special Assessments, and other Assessments and charges that
are or would become a lien on any portion of the Common Areas.
(i) Contract for and pay for construction or reconstruction of any portion or
portions of the Development that have been damaged or destroyed and that are to
be rebuilt.
(j) Delegate its duties and powers hereunder to the officers of the Association
or to committees established by the Board, subject to the limitations expressed
in Article X.
(k) Levy and collect Assessments from the Members of the Association in
accordance with Article IV of the Declaration, and establish and collect
reasonable use charges for any or all of the Common Facilities as the Board
may deem necessary or desirable from time to time for the purpose of
equitably allocating among the users the cost of maintenance and operation
thereof.
(l) Perform all acts required of the Board under the Declaration.
(m) Prepare budgets and maintain a full set of books and records showing the
financial condition of the affairs of the Association in a manner consistent
with generally accepted accounting principles, and at no greater than annual
intervals prepare an annual financial report, a copy of which shall be delivered
to each Member as provided in Section 12.5.
(n) Appoint a nominating committee for the nomination of persons to be elected
to the Board, and prescribe rules under which said nominating committee is to
act, all as more particularly described in Section 5.6.
(o) Appoint such other committees as it deems necessary from time to time in
connection with the affairs of the Association in accordance with Article X.
(p) Fill vacancies on the Board of Directors or in any committee, except for a
vacancy created by the removal of a Board member by action of the Members.
(q) Open bank accounts and borrow money on behalf of the Association and
designate the signatories to such bank accounts.
( r) Bring and defend actions on behalf of the Members in common or the
Association to protect the interests of the Members in common or the
Association, as such, so long as the action is pertinent to the operations of
the Association, and assess the Members for the cost of such litigation.
(s) Enter Lots as necessary, subject to the notice requirements set forth in
Section 3.06(b) of the Declaration, in connection with construction,
maintenance, or emergency repairs for the benefit of the Common Areas, Common
Facilities or the Owners in common.
Section 9.2. Limitations on Powers of the Board.
(a) Prohibited Actions. The Association is prohibited from taking any of the
following actions:
(i) Although the Association may, after notice and hearing, suspend a member’s
right to use the Association roads (except those that are specifically necessary
to provide access to a member’s unit), except as otherwise provided in law, or
order of the court, or an order under a final and binding arbitration decision,
the Association shall not deny an Owner or occupant physical access to his or
her Unit, either by restricting access through the Project Common Area to the
Owner’s Unit or by restricting access solely to the Owner’s Unit;
(ii) The Association may not voluntarily assign or pledge the Association’s
right to collect payments or Assessments or to enforce or foreclose a lien to a
third party except when the assignment or pledge is made to a financial
institution or lender chartered or licensed under federal or State law when
acting within the scope of that charter or license as security for a loan
obtained by the Association; however, the foregoing provision may not restrict
the right or ability of the Association to assign any unpaid obligations of a
former Member to a third party for purposes of collection; or
(iii) Adopt an Association rule or regulation that arbitrarily or unreasonably
restricts an Owner’s ability to market the Owner’s Lot.
(b) Board Actions Requiring Member Approval. The Board shall not take any of the
following actions except with the consent, by vote of a Majority of a Quorum of
the Members at a meeting of the Members, or by secret written ballot:
(i) Enter into a contract with a third person wherein the third person will
furnish goods or services for the Common Area or the Association for a term
longer than 5 years.
(ii) Sell during any fiscal year property of the Association having an aggregate
fair market value greater than 5 percent of the budgeted gross expenses of the
Association for that fiscal year.
(iii) Pay compensation to members of the Board of Directors or the officers of
the Association, provided, however, that directors and officers can be
reimbursed for reasonable out-of-pocket expenses, verified in writing, incurred
in carrying on the business of the Association.
(iv) Enter into a Lot except as described in Section 3.06(b) of the Declaration.
Section 9.3. Indemnification.
(a) Indemnification by Association of Directors, Officers, and Other Agents. To
the fullest extent permitted by law, the Association shall indemnify its
Directors and officers, committee members, employees, and other agents described
in Corporations Code §7237, including persons formerly occupying any such
positions, against all expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred by them in connection with any “proceeding” as
that term is used in that section and including an action by or in the right of
the Association, by reason of the fact that such person is or was a director,
officer, committee member, or other person described by that section. The term
“expenses,” as used in this section, shall have the same meaning as in
Corporations Code §7237(a).
(b) Approval of Indemnity by Association. On written request to the Board by any
person seeking indemnification hereunder, the Board shall promptly determine in
accordance with Corporations Code §7237(e) whether the applicable standard of
conduct set forth in §7237(b) or §7237(c) has been met and, if it has, the Board
shall authorize indemnification. If the Board cannot authorize indemnification
because the number of directors who are parties to the proceeding with respect
to which indemnification is sought prevents the formation of a quorum of
directors who are not parties to the proceeding, the Board shall promptly call a
meeting of Members. At that meeting, the Members shall determine under
Corporations Code §7237(e) whether the applicable standard of conduct set forth
in §7237(b) or §7237(c) has been met and, if it has, the Members present at the
meeting, in person or by secret written ballot, shall authorize indemnification.
(c) Advancement of Expenses. To the fullest extent permitted by law and except
as is otherwise determined by the Board in a specific instance, expenses
incurred by a person seeking indemnification under subparagraphs (a) and (b) of
this section in defending any proceeding covered by those sections shall be
advanced by the Association before final disposition of the proceeding, on
receipt by the Association of an undertaking by or on behalf of that person that
the advance will be repaid unless it is ultimately determined that the person is
entitled to be indemnified by the Association for those expenses.
(d) Insurance. The Association shall have the power to purchase and maintain
insurance on behalf of its directors and officers, committee members, employees,
and other agents, against other liability asserted against or incurred by any
director or officer, employee or agent in such capacity or arising out of the
director’s or officer’s or employee’s or agent’s status as such.
Section 10.1. Committees
The Board may appoint such committees, composed of Directors and/or
non-directors, with such authority as the Board shall deem necessary from time
to time. All committees shall serve at the pleasure of the Board. The Board may
not delegate to a committee the authority of the Board to approve any of the
following actions for which the approval of the Board is required:
(a) Filling a vacancy on the Board or any committee which has the authority of
the Board;
(b) The appointment of Executive Committees of Directors or the members thereof;
or
(c) Any other non-delegable authority set forth in the Governing Documents or in
law.
Further, the Board may not delegate to any committee its authority to adopt
rules and regulations or to impose discipline as set forth in Article XII of the
Declaration or elsewhere in the Governing Documents.
The Board of Directors may adopt additional rules, not inconsistent with the
provisions of these Bylaws, for the governance of any committee.
Section 10.2. Notice and Minutes.
Executive Committees of Directors (Section 10.4), and any committee that may be
comprised of a majority of the Board of Directors, are subject to the formal
notice to members and/or directors requirements of these Bylaws, must prepare
minutes of meetings, and otherwise operate as a full Board of Directors does.
All other committees are not subject to the formal notice to members or
directors requirements of these Bylaws, but they are encouraged to give notice
to members at least 5 days in advance of any meetings, and include an agenda or
general description of the subjects to be dealt with at the committee meeting.
However, committee meetings (other than of Executive Committees of Directors)
can be held entirely by telephone or email exchanges without prior notice, if
the committee chairperson deems that necessary or expedient. Executive
Committees of Directors must, and all other committees should, keep written
minutes of their proceedings, report their proceedings to the Board, and file
their minutes with the Secretary.
Section 10.3. Quorum; Voting.
The presence in person of a majority of the authorized number of Committee
members at a meeting of the Committee shall constitute a quorum for the
transaction of business. The vote of a majority of the Committee members present
at a meeting, in person or by electronic means, duly held at which a quorum is
present shall constitute the act of the committee, unless a different vote is
required by law or expressly provided for in the Governing Documents.
Section 10.4. Executive Committees of Directors. In addition to the committees
referenced in Section 10.1, the Board may, pursuant to Corporation Code Section
7212, by resolution adopted by a majority of the directors then in office,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the Board. Such committees shall have all the authority
of the Board with respect to matters within their area of assigned
responsibility, except that no committee, regardless of Board resolution, may:
(a) Take any final action on any matter which, under the California Nonprofit
Mutual Benefit Corporation Law or the Davis-Stirling Act, requires approval of
the Members.
(b) Fill vacancies on the Board of Directors or on any committee which has been
delegated any authority of the Board.
(c) Amend or repeal Bylaws or adopt new Bylaws.
(d) Amend or repeal any resolution of the Board of Directors.
(e) Appoint any other Executive Committees of Directors or designate the members
of those committees.
(f) Approve any transaction: (i) to which the Association is a party and one or
more directors have a material financial interest, or (ii) between the
Association and one or more of its directors or between the Association or any
person in which one or more of its directors have a material financial interest.
Section 11.1. Officers. The officers of the Association shall be a president, a
vice president, a secretary and a chief financial officer. The Association may
also have, at the discretion of the Board, one or more assistant secretaries,
one or more assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 11.3. Any person may hold two or more
offices, except that neither the secretary nor the chief financial officer may
serve concurrently as president.
Section 11.2. Election of Officers. The officers of the Association, except such
officers as may be appointed in accordance with the provisions of Sections 11.3
and 11.6, shall be chosen annually by majority vote of the Board at a meeting
immediately before the Annual Member Meeting or its first meeting following the
annual meeting of the Members, and each shall hold his or her office until he or
she shall resign or shall be removed or otherwise disqualified to serve, or his
or her successor shall be elected and qualified.
Section 11.3. Subordinate Officers. The Board may appoint, and may empower the
president to appoint, 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 are provided in the Bylaws and as the Board may from time
to time determine.
Section 11.4. Removal of Officers. Any officer may be removed, either with or
without cause, by the Board at any regular or special meeting.
Section 11.5. Resignation of Officers. Any officer may resign at any time by
giving written notice to the Board or to the president or to the secretary. Any
such resignation shall take effect at the date of the receipt of such notice or
at any later time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the Association under
any contract to which the officer is a party.
Section 11.6. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointments to such office.
Section 11.7. President. The president shall be elected by the Board from among
the directors. He or she shall be the chief executive officer of the Association
and shall, subject to the control of the Board, have general supervision,
direction and control of the affairs and officers of the Association. He or she
shall preside at all meetings of the Board, and shall have the general power and
duties of management usually vested in the office of president of a corporation,
together with such other powers and duties as may be prescribed by the Board or
the Bylaws.
Section 11.8. Vice President. The vice president shall be elected by the Board
from among the directors. In the absence or disability of the president, the
vice president shall perform all the duties of the president and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. He or she shall have such other powers and perform such other duties
as from time to time may be prescribed by the Board or the Bylaws.
Section 11.9. Secretary. The secretary shall be elected by the Board from among
the directors. The secretary shall keep or cause to be kept at the principal
office or such other place as the Board may order, a book of minutes of all
meetings of directors and Members, with the time and place of holding same,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at directors’ meetings, the number of Members
present in person or casting written ballots at Members’ meetings, and the
proceedings thereof. The secretary shall keep, or cause to be kept, appropriate
current records showing the Members of the Association, together with their
addresses. He or she shall give, or cause to be given, notice of all meetings of
the Board required by the Bylaws or by law to be given, and he or she shall keep
the seal, if any, of the Association in safe custody, and shall have such other
powers and perform such other duties as may be prescribed by the Board or by the
Bylaws.
Section 11.10. Chief Financial Officer. The chief financial officer shall be
elected by the Board from among the directors. The chief financial officer, who
shall be known as the treasurer, shall keep and maintain, or cause to be kept
and maintained, adequate and correct accounts of the Development and business
transactions of the Association, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings, and other
matters customarily included in financial statements. The books and records
shall at all reasonable times be open to inspection by any director or Member.
The treasurer shall deposit or cause to be deposited, all monies and other
valuables in the name and to the credit of the Association with such
depositories as may be designated by the Board. He or she shall disburse the
funds of the Association as may be ordered by the Board, shall render to the
president and directors whenever they request it, an account of all of his or
her transactions as treasurer and of the financial condition of the Association,
and shall have such other powers and perform such other duties as may be
prescribed by the Board or the Bylaws. If required by the Board, the treasurer
shall give the Association a bond in the amount and with the surety or sureties
specified by the Board for faithful performance of the duties of his or her
office and for restoration to the Association of all its books, papers,
vouchers, money, and other property of every kind in his or her possession or
under his or her control on his or her death, resignation, retirement, or
removal from office.
ARTICLE XII
Member Assessment Obligations and Association Finances
Section 12.1. Description of Assessments to Which Owners Are Subject. Owners of
Lots within the Development are subject to Regular, Special and Special
Individual Assessments as more particularly described in Article IV of the
Declaration.
Section 12.2. Reserve Withdrawals. Any withdrawal of funds from Association
reserve accounts shall require the signature of two directors.
Section 12.3. Operating Account. There shall be established and maintained a
cash deposit account to be known as the “Operating Account” into which shall be
deposited the operating portion of all Regular and Special Assessments as fixed
and determined for all Members. Disbursements from such account shall be for the
general need of the operation including, but not limited to, wages, repairs,
betterments, maintenance, and other operating expenses of the Development.
Section 12.4. Other Accounts. The Board shall maintain any other accounts it
shall deem necessary to carry out its purposes, including and in accordance with
Civil Code §1365.5(f), or its successor statute, reserve account(s) for
replacement of capital improvements as more particularly set forth in Section
4.09 of the Declaration. All Association books of account shall be maintained in
accordance with generally accepted accounting principles.
Section 12.5. Budgets and Financial Statements. The following financial
statements and related information for the Association shall be regularly
prepared and copies thereof shall be Delivered to each Member of the
Association:
(a) Budget. A pro forma operating budget meeting the requirements of this
subparagraph (a) shall be distributed to all Members not less than 30 days nor
more than 90 days before the beginning of the fiscal year. The budget shall
include at least the following information:
(i) The Association’s estimated revenue and expenses on an accrual basis;
(ii) A summary of the Association’s reserves based on the most recent review or
study conducted under Section 12.6, and Civil Code §1365.5, based only on assets
held in cash or cash equivalents, which shall be printed in boldface type and
include all of the following:
(A) The current estimated replacement cost, estimated remaining life, and
estimated useful life of each major component of the Development that the
Association is obligated to repair, replace, restore, or maintain (collectively
“Association Capital Projects”);
(B) As of the end of the fiscal year for which the reserve study is prepared,
the current estimate of the amount of cash reserves necessary for Association
Capital Projects and the current amount of accumulated cash reserves actually
set aside for the repair, replacement, restoration, or maintenance of
Association Capital Projects;
(C) The percentage that the amount of accumulated cash reserves is of the
estimated amount of necessary cash reserves calculated under subparagraph (B),
above; and
(D) If applicable, the amount of funds received from either a compensatory
damage award or settlement to the Association from any person or entity for
injuries to real or personal property arising out of construction or design
defects and the expenditure or disposition of funds, including the amounts
expended for the direct and indirect costs of repair of construction or design
defects. Such amounts shall be reported, at the end of the fiscal year for which
the study is prepared, as separate line items under cash reserves, under
subparagraph (B), above.
(E) The current deficiency in reserve funding (if any) expressed on a per unit
basis, calculated in the manner set forth in Civil Code §1365(a)(2)(D).
(iii) A statement as to all of the following:
(A) Whether the Board has decided to defer or not undertake repairs or
replacement of any Major Component having a remaining life of 30 years or less,
including a justification for the deferral or decision not to undertake the
repair or replacement;
(B) Whether the Board, consistent with the reserve funding plan adopted under
Civil Code §1365.5(e), has determined or anticipates that the levy of one (1) or
more Special Assessments will be required to repair, replace, or restore any
major component or to provide adequate reserves therefor. If so, the statement
shall also disclose the estimated amount, commencement date, and duration of the
assessment;
(C) The mechanism or mechanisms by which the Board will fund reserves to repair
or replace major components of the Development for which the Association is
responsible, including assessments, borrowing, use of other assets, deferral of
selected replacement or repairs, or alternative mechanisms; and
(D) Whether the Association has any outstanding loans with an original term of
more than 1 year, including the payee, interest rate, amount outstanding, annual
payment, and when the loan is scheduled to be retired.
(iv) A general statement setting forth the procedures used by the Board in
calculating and establishing reserves to defray the future costs of repair,
replacement, or additions to major components of the Development that the
Association is obligated to maintain. This report shall include, but need not be
limited to, reserve calculations made using the formula described in Civil Code
§1365.2.5(b)(4), and may not assume a rate of return on cash reserves in excess
of 2 percent above the rediscount rate published by the Federal Reserve Bank of
San Francisco at the time the calculation is made.
(v) A summary of the reserve funding plan adopted by the Board of Directors
under Civil Code §1365.5(e)(4). That summary shall include a notice to the
Members that the full reserve study plan is available from the Association on
request by any Member.
(b) Budget Summary. In lieu of Delivering the complete pro forma operating
budget as specified above, the Board may elect to post the complete pro forma
operating budget on the Association’s Internet Website, and Deliver a summary of
the budget to the Members (within the time limits provided above), together with
a notice that the complete budget is available on the Association’s Internet
Website and at the Association’s principal office and that copies will be
furnished, on request, to any Member at the Association’s expense. This notice
shall be presented on the front page of the budget summary in at least 10-point
bold type. If a Member requests a copy of the complete budget, the Association
shall Deliver the material at the Association’s expense, within 5 days.
(c) Year-End Report. Within 120 days after the close of the fiscal year, a copy
of the Association’s year-end report consisting of at least the following shall
be distributed to Members:
(i) A balance sheet as of the end of the fiscal year;
(ii) An operating (income) statement for the fiscal year;
(iii) A statement of cash flows for the fiscal year;
(iv) A statement advising Members of the place where the names and addresses of
the current Members are located; and
(v) Any information required to be reported under Corporations Code §8322
requiring the disclosure of certain transactions in excess of $50,000 per year
between the Association and any director or officer of the Association and
indemnifications and advances to officers or directors in excess of $10,000 per
year.
The annual report shall be prepared in accordance with generally accepted
accounting principles by a licensee of the State Board of Accountancy for any
fiscal year in which the gross income of the Association exceeds $75,000. If the
annual report is not prepared by such a licensee, it shall be accompanied by the
certificate of an authorized officer of the Association that the statement was
prepared without an audit from the books and records of the Association.
(d) Review of Accounts. On no less than a quarterly basis, the Board shall:
(i) Review a current reconciliation of the Association’s operating accounts;
(ii) Review a current reconciliation of the Association’s reserve accounts;
(iii) Review the current year’s actual reserve revenues and expenses compared to
the current year’s budget;
(iv) Review the Association’s latest account statements prepared by the
financial institution(s) with whom the operating and reserve accounts are
lodged; and
(v) Review the Association’s income and expense statement for the operating and
reserve accounts.
Section 12.6. Required Reserve Studies. At least once every 3 years, the Board
shall cause a study of the reserve account requirements of the Development to be
conducted if the current replacement value of the major components that the
Association is obligated to repair, replace, restore, or maintain is equal to or
greater than one-half of the gross budget of the Association for any fiscal
year. The Board shall also review any reserve study required hereunder on an
annual basis and shall consider and implement necessary adjustments to the
Board’s analysis of the reserve account requirements as a result of that review.
The reserve study required hereunder shall include the minimum requirements
specified in Civil Code §1365.5 or comparable successor statute.
Section 12.7. Required Statutory Assessment and Reserve Funding Disclosure
Summary. The disclosures required by the Association under this Article XII
shall also be presented to the Members in summary form using the form that is
set forth in Civil Code §1365.2.5.
ARTICLE XIII
Other Required Reports, Notices, and Disclosures to Members
In addition to the documents that the Association is required to distribute to
the Members under Article XII, various statutes applicable to common interest
developments and owner associations require that the following disclosures and
information be provided to the Members of the Association on an annual or other
periodic basis or in response for a request for the information by a Member:
Section 13.1 Annual Statement Regarding Association Assessments; Collection of
Delinquent Assessments; Assessment Payments; and Payment Plans. The Board shall
annually distribute during the 60-day period immediately preceding the beginning
of the Association’s fiscal year a statement, in 12-point type, presenting the
information required by Civil Code §1365.1(b). That notice discusses the
obligations of Owners to pay assessments, the consequences of failing to make a
timely payment of assessments, and the right of owners to request that their
Association consider a payment plan for the satisfaction of delinquent
assessment obligations.
Section 13.2. Annual Disclosure of Association Collection Policies. In addition,
not less than 30 or more than 90 days immediately preceding the beginning of the
Association’s fiscal year, the Association shall provide its Members with a
statement describing the Association’s policies and practices in enforcing lien
rights or other legal remedies for default in the payment of assessments.
Section 13.3. Notification to Members Regarding Insurance Coverage Maintained by
the Association.
(a) Scope of Required Summary Disclosures. In accordance with California Civil
Code §1365(f), within 60 days preceding the beginning of the Association’s
fiscal year, the Association shall distribute to its Members a summary of the
Association’s property, general liability, earthquake, and flood insurance (if
any) and fidelity insurance containing the information described in the statute.
(b) Notification of Cancellation or Material Change in Policies. The Association
shall, as soon as reasonably practicable, Deliver notice to its Members if any
of the policies described in subparagraph (a) have lapsed, been canceled and are
not immediately renewed, restored, or replaced, or if there is a significant
change, such as a reduction in coverage or limits or an increase in the
deductible as to any of those policies. If the Association receives any notice
of nonrenewal of a policy described in subparagraph (a), the Association shall
immediately notify its Members if replacement coverage will not be in effect by
the date the existing coverage will lapse.
Section 13.4. Informal Dispute Resolution (IDR) and Alternative Dispute
Resolution (ADR) Disclosure. At the time the budget required by Section 12.5 is
distributed to the Members, the Board shall provide each Member with a summary
of the provisions of California Civil Code §§1363.810-1363.840 which deals with
the Informal Dispute Resolution (IDR) rights of Members that apply to most
disputes between Members and the Association. At the same time, Members shall be
given a summary of the provisions of Civil Code §§1369.510-1369.580, which
require common interest owners’ associations and their Members to attempt to
resolve most disputes involving the enforcement or interpretation of the
Governing Documents through the use of Alternative Dispute Resolution (ADR),
rather than civil litigation.
Section 13.5. Disclosure of Schedule of Fines or Other Monetary Penalties. If
the Association adopts a schedule of fines for violations of the Governing
Documents, or any other policy imposing a monetary penalty or a fee on any
Member for violation of any Governing Document or the Association Rules,
including any monetary penalty relating to the activities of a guest or invitee
of a Member, the Board shall Deliver the schedule or policy to the Members by
any means set forth at Section 1.18 of the Declaration. This distribution
obligation shall arise whenever such a schedule or policy is adopted or
subsequently amended.
Section 13.6. Disclosure of Right to Receive Board Meeting Minutes. Members of
the Association shall be notified in writing, at the time the pro forma budget
is distributed under Section 12.5(a) or at the time of any general mailing to
the entire membership, of the Members’ right to have copies of the minutes of
any Board meeting and how and where those minutes may be obtained.
Section 13.7. Required Statutory Assessment and Reserve Funding Disclosure
Summary. The financial disclosures required under Article XII shall also be
Delivered to the Members, at the time the annual budget is presented, in summary
form using the form that is set forth in Civil Code §1365.2.5 entitled
“Assessment and Reserve Funding Disclosure Summary.” The form required by the
Civil Code may be supplemented so long as the minimum information set out in the
statute is provided. For the purpose of the report and summary of the
Association’s assessment and reserve disclosure, the amount of reserves needed
to be accumulated for a component at a given time shall be computed as the
current cost of replacement or repair multiplied by the number of years the
component has been in service divided by the useful life of the component.
Nevertheless, this disclosure, which is mandated by law, shall not be construed
to require the Board to fund reserves in accordance with the calculation that is
required to be disclosed under Civil Code §1365.2.5(b)(4).
Section 13.8. Annual Notice of Architectural Review and Approval Procedures. The
Association shall annually provide its Members with notice of any requirements
for Association approval of physical changes to the Member’s Lots or Residences
under Article V of the Declaration. The notice shall describe the types of
changes that require Association approval and shall include a copy of the
procedures used to review and approve or disapprove proposed Improvement
projects. Furnishing the Members with a summary of any Architectural Rules that
references Article V of the Declaration, and advises the Members how they may
obtain a complete copy of the Architectural Rules and Article V of the
Declaration from the Association’s Internet Website or otherwise, shall
constitute compliance with this disclosure requirement.
Section 13.9. Statement of Outstanding Charges. Within 10 days following receipt
of a written request by an Owner, the Association shall Deliver to the Owner a
written statement setting forth the following information as of the date of the
statement: (a) the amount of the Association’s current Regular Assessments and
Special Assessments (if any), and fees; (b) the amount and nature of any
assessments levied on the Owner’s Lot that are unpaid on the date of the
statement; (c) the amount of any monetary fines or penalties levied on the
Owner’s Lot that are unpaid as of the date of the statement; and (d) any change
in the Association’s current Common and/or Special Assessments and fees that
have been approved by the Board, but have not become due and payable as of the
date of the statement. The statement shall also include true and correct
information regarding late charges, interest, and costs of collection that, as
of the date of the statement, are or may be made a lien on the Owner’s Lot or
that may be made a lien on that Lot in accordance with Civil Code §1367.1.
Section 13.10. Notice of Significant Legal Proceedings. Except as set forth in
this section, the Board shall not institute any significant legal proceeding,
including any arbitration or judicial reference proceeding, against any person
without providing the Members of the Association with at least 30 days’ prior
written notice of the Association’s intention to institute legal proceedings.
The notice required by this Section 13.10 shall describe the purpose of the
proceeding, the parties to the proceeding, the anticipated cost to the
Association (including estimated attorney fees) in prosecuting the proceeding,
the source of funds to process the proceeding (reserve or Special or Regular
Assessments), and suggested information that should be disclosed to third
parties, such as prospective purchasers and lenders, while the proceeding is
being prosecuted. For purposes of this Section 13.10, “significant legal
proceeding” means any legal proceeding in which it reasonably could be
anticipated that any of the following events could occur:
(a) the levy of a special assessment to fund all or any portion of the
proceedings;
(b) the expenditure of funds from the Association’s reserves in connection with
the proceeding in an amount in excess of 5 percent of the Association’s then
current reserves;
(c) the amount of the claim is in excess of $50,000; or
(d) the action could have a material adverse effect on the ability to sell
and/or refinance Lots within the Development during the period the proceeding is
being prosecuted.
If the proposed legal proceeding is against a builder or developer for alleged
damage to the Project or Condominium Common Areas, alleged damage to the Lots
that the Association is obligated to maintain or repair, or alleged damage to
the portions of the Lots that arises out of, or is integrally related to, damage
to the Project or Condominium Common Areas or the portion of the Lots that the
Association is obligated to maintain or repair, the notice also shall specify
all of the following: (i) that a meeting of the Members will take place to
discuss problems that may lead to the filing of a civil action and the time and
place of the meeting, and (ii) the options, including civil actions that are
available to address the problems, including the filing of a civil action, and a
statement of the various alternatives that are reasonably foreseeable by the
Association to pay for those options and whether these payments are expected to
be made from the use of reserve account funds or the imposition of Regular or
Special Assessments, or emergency assessment increases.
Notwithstanding the foregoing, the above-described notice shall not be required
to commence and pursue any action for the collection of delinquent assessments
from any Member in accordance with the collection procedures set forth in
Section 4.10 of the Declaration (and any published collection policy of the
Association). Furthermore, if the Board in good faith determines that there is
insufficient time to provide prior notice to the Members before the expiration
of any applicable statute of limitations, or before any other significant right
of the Association is lost or put in significant jeopardy, including but not
limited to the need, in the discretion of the Board, to file a lawsuit to obtain
a temporary restraining order and/or injunction to enforce the Governing
Documents, the Board may take the necessary steps to commence the proceeding to
preserve the rights of the Association, provided that as soon as is reasonably
practical thereafter, and not later than 30 days after the commencement of the
proceeding, the Board shall provide the Members with notice as required herein.
Section 13.11. Notification to Members of Rule Changes.
(a) Rule Changes Requiring Notification to Members (Civil Code § 1357.100 -
150). For purposes of this Section 13.11, a “rule change” is defined as any
proposed action by the Board to adopt, amend, or repeal an operating rule (i.e.,
any rule of general application) that pertains to any of the following subjects:
(i) use of the Association Common Areas of the Development; (ii) use of a Lot
(including, without limitation, the adoption or amendment of any ARC Rule or
Design Guideline); (iii) rule changes relating to Member discipline, including
any action to adopt or amend a fine schedule or procedures for the imposition of
penalties; (iv) any standards for delinquent assessment payment plans; (v) any
procedures adopted by the Association for resolution of assessment disputes; or
(vi) any procedures for reviewing and approving or disapproving a proposed
physical change to a member’s Lot or to the Project Common Area under Article V
of the Declaration.
Specifically excluded from the definition of a rule change are the following: (i)
a decision regarding maintenance of the Project or Condominium Common Areas;
(ii) decisions on specific matters that are not intended to apply generally;
(iii) decisions setting the amount of a Regular or Special Assessment; (iv) rule
changes that are required by law if the Board has no discretion with respect to
the substantive effect of the rule change; and (v) issuance of a document that
merely repeats existing law or the governing documents.
(b) Required Notice to Members. The Board must provide written notice of a
proposed rule change (as defined in subparagraph (a), above) to the Members at
least 30 days before making any rule change. The notice must include the text of
the proposed rule change and a description of the purpose and effect of the
proposed rule change. Notice is not required under this subparagraph (b) if the
Board determines that an immediate rule change is necessary to address an
imminent threat to public health or safety or an imminent risk of substantial
economic loss to the Association. The decision on any rule change that is
subject to these notice requirements shall be made by the Board at a duly
noticed meeting that is open to the Members, after consideration of any comments
made by the Members. As soon as possible after making a rule change (but in no
event later than 15 days thereafter), the Board shall deliver notice of the rule
change to every Member. If the rule change was an emergency rule change, the
notice shall include the text of the rule change, a description of the purpose
and effect of the rule change, and the date that the rule change expires
(emergency rules cannot remain in effect for more than 120 days). The notices
required by this Section 13.9 may be given to the Members by any means permitted
by Civil Code §1350.7 and Section 1.18 of the Declaration. The Member
notification requirements for proposed rule changes are intended to afford
Members the right to review and comment on proposed rule changes, and to demand
that the Board conduct a special meeting or a written ballot vote to rescind the
proposed rule change in accordance with Civil Code §1357.140 (which sets forth
procedures for a Member-initiated plebiscite to challenge the proposed rule
change).
Section 13.12. Avoidance of Duplication in Reporting Requirements. To the extent
that one document distributed to the Members under Article XII or this Article
XIII provides the information required in more than one of the foregoing
sections of this Article, any such requirements listed above may be satisfied by
sending the Members the same document.
ARTICLE XIV
Inspection of Books and Records Section
Section 14.1. Member Inspection Rights. All accounting books and records,
minutes of proceedings of the Members, the Board, and committees of the Board,
and the membership list of the Association shall at all times, during reasonable
business hours, be subject to the inspection of any Member in accordance with
the requirements and restrictions set forth in Civil Code §1365.2. The Member
who desires to inspect those documents must submit a written request for
inspection to the Association and that request must state a reason for the
requested inspection that is reasonably related to the Member’s interests in the
Association. The accounting books and records and the minutes of proceedings of
an Association, and any information contained in those records, may not be used
or sold for a commercial purpose or used for any other purpose that is not
reasonably related to a Member’s interests as a Member. Any inspection by a
Member that is permitted by this Section may be conducted by the Member,
personally, or by his or her duly appointed representative. If a Member
designates another person to inspect and/or copy Association records that are
open to Member inspection, that designation must be in writing.
Section 14.2. Director Inspection Rights. Every director shall have an absolute
right at any reasonable time to inspect all books, records, documents, and
minutes of the Association and the physical properties owned by the Association.
The right of inspection by a director includes the right to make extracts and
copies of documents. All directors should consider their fiduciary obligations
to act in good faith and in a manner they believe to be in the best interests of
the Association in deciding how to use or disseminate information obtained
through exercise of their inspection rights.
Section 14.3. Adoption of Reasonable Inspection Rules. The Board may establish
reasonable rules with respect to (i) notice of inspection; (ii) hours and days
of the week when inspection may be made; and (iii) payment of the cost of
reproducing copies of documents requested by the Member.
Section 15.1. General Manager and/or Property Manager. The Board may, from time
to time, employ the services of one or more managers to manage the affairs of
the Association and, to the extent not inconsistent with the laws of the State
of California, and on such conditions as are otherwise deemed advisable by the
Board, the Board may delegate to the manager any of its day-to-day management
and maintenance duties and powers under these Bylaws and the Declaration,
provided that the manager shall at all times remain subject to the general
control of the Board.
Section 15.2. Robert’s Rules of Order. In the event of a question or dispute
concerning the procedural aspects of any meetings that cannot be resolved by
reference to these Bylaws or applicable law, the matter shall be resolved by
reference to Robert’s Rules of Order.
Section 15.3. References to State Statutes; Amendments to Conform to Law. All
references in these Bylaws to Statutes shall be to the referenced California
State statute as in effect on the date that these Bylaws are adopted. In the
event that any referenced statute is subsequently amended or superseded, all
such references shall thereupon mean and refer to the referenced statute as so
amended, modified or superseded, so long as the amended statute continues to
regulate or pertain to the same subject matter. The Board may, on advice of
counsel, and by a majority vote of the Board, without the requirement of a
member vote to approve the amendments, make changes or amendments to the
provisions of these Bylaws that result from, and are consistent with, changes or
amendments to any statutes that are referenced in these Bylaws or are otherwise
applicable to the Association by operation of law. The Board shall, within 30
days after any such amendment(s), Deliver notice of them to the Members, and
may, in its discretion, restate these Bylaws in their entirety, pursuant to the
procedures for restatement of the Declaration at Section 16.01 thereof. The
Board may also use this procedure to correct typographical or other minor errors
in spelling, grammar or numbering.
Section 15.4. Amendment or Repeal of Bylaws. Except as otherwise expressly
provided herein, these Bylaws may only be amended or repealed, and new Bylaws
adopted by the affirmative vote or assent by written ballot of the holders of
not less than sixty-six and two-thirds percent (66 2/3rds %) of the Voting Power
of the Association, provided that if any provision of these Bylaws requires the
vote of a larger proportion or all of the Members, such provisions may not be
altered, amended, or repealed except by such greater vote, unless otherwise
specifically provided herein. Any amendment to these Bylaws shall become
effective immediately on approval by the Members. The secretary of the
Association shall certify adoption of any duly approved amendment to the Bylaws
and a copy of said certificate and the amendment shall be included in the
Association’s corporate records.
Section 15.5. Notice Requirements. Any notice or other document permitted or
required to be Delivered herein may be Delivered as set forth at Section 1.18
and Article XIV of the Declaration.
Section 15.6. Construction and Definitions. Unless the context requires
otherwise or a term is specifically defined herein, the general provisions,
rules of construction, and definitions in the California Davis-Stirling Act, and
the California Nonprofit Mutual Benefit Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of the above, the
masculine gender includes the feminine and neuter, and singular number includes
the plural and the plural number includes the singular. All captions and titles
used in these Bylaws are intended solely for the reader’s convenience of
reference and shall not affect the interpretation or application of any of the
terms or provisions contained herein.
CERTIFICATE OF SECRETARY
The undersigned, secretary of the corporation known as Chinquapin Homeowners
Association, hereby certifies that the above and foregoing Second Amended and
Restated Bylaws, consisting of 41 pages, were duly adopted by secret written
ballot of the Members of the Association on September 29, 2010, and that they
now constitute the Bylaws of the Chinquapin Homeowners Association.
CHINQUAPIN HOMEOWNERS ASSOCIATION,
a California nonprofit mutual benefit corporation
___________________________________________
By: Penelope V. Bauche, Secretary
Exhibit A
- Definitions (from Declaration/CC&Rs)
"Keeping Chinquapin Homeowners Informed"
URL: http://chinquapinhoa.com/bylaws.htm
Last modified:
02/17/11
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