AMENDED BYLAWS OF
THE VILLAGE AT APACHE WELLS HOMEOWNERS ASSOCIATION, INC.
INDEX
Article Page No.I. Plan of Unit Ownership 1
1.1 Unit Ownership 1
1.2 Personal Application 1
1.3 Non-Profit Corporation 1
1.4 Terms 1
II. Membership and Voting Rights 1
2.1 Membership 1
2.2 Voting Membership 1
2.3 Majority 2
2.4 Vote Indivisible 2
2.5 Designation of Voting Member 2
III. Meetings of the Membership 3
3.1 Place 3
3.2 Notices 3
3.3 Annual Meeting 3
3.4 Special Meetings 3
3.5 Quorum 3
3.6 Voting 3
3.7 Cumulative Voting 3
3.8 Informal Action 4
3.9 Irregularities 4
3.10 Record Date 4
3.11 Adjourned Meeting 4
3.12 Order of Business 4
IV. Board of Directors 5
4.1 Membership 5
4.2 Organizational Meeting 5
4.3 Removal of Directors 5
Article Page No.
4.4 Vacancies on Board of Directors 5
4.5 Disqualification and Resignation of Directors 5
4.6 Regular Meetings 5
4.7 Powers and Duties 6
4.8 Special Meetings 6
4.9 Waiver of Notice 7
4.10 Board of Directors' Quorum 7
4.11 Fidelity Bonds 7
V. Officers 7
5.1 Elective Officers 7
5.2 Term 7
5.3 The President 7
5.4 The Vice President 7
5.5 The Secretary/Treasurer 8
VI. Fiscal Management 8
6.1 Depositories 8
6.2 Records and Statements of Account 8
6.3 Discharge of Liens 8
6.4 Fiscal Year 8
6.5 Books of Account 8
6.6 Contracts 9
VII. Amendments of the Bylaws 9
7.1 Amendment 9
VIII. Indemnification 9AMENDED
BYLAWS OF
THE VILLAGE AT APACHE WELLS HOMEOWNERS ASSOCIATION, INC.
ARTICLE I
Plan of Unit Ownership
Section 1.1 – Unit Ownership. These Bylaws shall constitute the bylaws of the Village at Apache Wells Homeowners Association. Inc- (hereinafter referred to as the
"Association"), a corporation formed pursuant to that First Restatement of The Village at Apache Wells Declaration of Horizontal Property Regime and of Covenants, Conditions and Restriction, as and if amended (such Declaration hereinafter referred to as the "Declaration", and the Horizontal Property Regime created thereby hereinafter referred to as the "Condominium" or "Property").
Section 1.2 - Personal Application. All present or future owners (as defined in the Declaration), tenants, future tenants, or their employees, or any other person who might use the facilities of the Condominium in any manner, are subject to the regulations of these Bylaws as set forth herein.
Section 1.3 – Non-Profit Corporation. The Association is an Arizona not-for-profit corporation, and is organized and existing under and by virtue of the laws of the State of Arizona as same pertains to the application of corporate activities and the Project. The office of the Association shall be located at the Project.
Section 1.4 – Terms. The terms utilized in these Bylaws shall, except as otherwise provided herein, have the meaning set forth in the Declaration.
ARTICLE II
Membership and Voting Rights
Section 2.1 – Membership. Every Owner of a Unit, which is subject to assessment, shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Unit, which is subject to assessment.
Section 2.2 – Voting Membership. Transfer of Unit ownership, either voluntarily or by operation of law, shall terminate Membership of the transferors thereof in the Association. If Unit ownership is vested in more than one person, then all of the persons so owning each Unit shall be Members eligible to hold office, attend meetings, and shall be accorded all other rights and obligations of Members; provided, however, that the one (1) vote for such Unit shall be cast only by the "Voting Member". Any application for the transfer of Membership or for a conveyance of interest in or to a lease of a Unit, where the approval of the Board of Directors of the Association is required, as set forth in these Bylaws and/or the Declaration, shall be accompanied by an application fee in the amount to be set by the Board of Directors to cover the reasonable cost of investigation that may be incurred by the Board of Directors.
Section 2.3 – Majority. A "majority of Members" as used in these Bylaws shall mean those Members holding fifty-one percent (51%) of the votes in the Association. A majority of the votes of Voting Members shall decide any question unless the Bylaws, Declaration or applicable law shall provide otherwise, and in such event, the voting percentage required in these Bylaws, the Declaration, or such applicable law shall control.
Section 2.4 – Vote Indivisible. The vote of a Unit. Whether the Unit is owned by more than one (1) individual shall not be divisible.
Section 2.5 – Designation of Voting Member. If a Unit is owned solely by one natural person, his right to vote shall be established by the recorded title to the Unit and he shall be the Voting Member for that Unit. If a Unit is owned by more than one natural person, or by a corporation or other legal entity other than a natural person, the person entitled to cast the vote for the Unit owned by such natural persons, corporation or entity shall be designated on a certificate (the "Certificate") filed with the Secretary of the Association. If a Unit is owned by more than one natural person, the person entitled to cast the vote for the Unit shall be designated in the Certificate signed by all of the Owners of the Unit. If a Unit is owned by a corporation, the officer or employee thereof, entitled to cast the vote of the Unit for the corporation, shall be designated in a Certificate for this purpose, signed by the President or Vice President, and attested to by the Secretary or Assistant Secretary of that Corporation. If a Unit is owned by an entity other than a corporation, the Certificate shall be signed by the duly authorized agent of such entity. The person designated in such Certificate, entitled to cast the vote for a Unit, shall be known as the "Voting Member" for that Unit. If such a Certificate is not on file with the Secretary of the Association for a Unit owned by more than one natural person, a corporation or other entity, the vote of the Unit concerned shall not be considered in determining the requirements for a quorum, or for any purpose requiring the approval of the Owner of a Unit, unless the Unit is owned by husband and wife. Such Certificates shall be valid until revoked or until superseded by a subsequent Certificate, or until a change in ownership of the Unit concerned. If a Unit is jointly owned by a husband and wife, the following provisions are applicable thereto:
A. They may, but they shall not be required to, designate a Voting Member by Certificate.
B. If they do not designate a Voting Member, and if both are present at a meeting and are unable to concur in their decision upon a subject requiring a vote, they shall lose their right to vote on that subject at that meeting. (As previously stated, the vote of a Unit is not divisible.)
C. Where they do not designate a Voting Member by Certificate, and only one is present at a meeting, the person present may cast the Unit vote, just as though he or she owned the Unit individually, and without establishing the concurrence of the absent person.
ARTICLE III
Meetings of the Membership
Section 3.1 – Place. All meetings of the Members shall be held at the Project, or at such other place and time as shall be designated by the Board of Directors of the Association and stated in the Notice of Meeting.
Section 3.2 – Notices. It shall be the duty of the secretary to mail a notice of each annual or special meeting, stating the time and place thereof to each unit owner of record no less than fifteen (15) days, but not more than thirty (30) days prior to such meeting. Notices of any special meeting shall state the purpose thereof. All notices shall be mailed to or served at the address of the unit owner as it appears on the books of the Association.
Section 3.3 – Annual Meeting. An annual meeting of Members shall be at the Village at Apache Wells, Maricopa County, Arizona, during the Third Week in February of each year, for the purpose of transacting business authorized to be transacted by the members.
Section 3.4 - Special Meetings. Special meetings of the Members for any purpose or purposes, may be called by the President or by the Vice President whenever deemed expedient or necessary. The President or Vice President shall call a special meeting of the Members when so required by a majority of Members, or when so instructed by a majority of Board of Directors.
Section 3.5 - Quorum. At any meeting of the members, Thirty (30) percent of members entitled to vote at the meeting shall constitute a quorum for the transaction of business except as otherwise provided by Statute.
Section 3.6 - Voting. A Voting Member (Owner) shall have the opportunity to vote by mail ballot for Directors of the H.O.A. An official ballot shall be forwarded to all unit owners along with an official return ballot envelope no less than fifteen (15) days, but not more than thirty (30) days, prior to the date for the return ballots. Three tellers shall be appointed by the Chairman of the Nominating Committee, one as chairperson to count and tabulate results. The President of the H.O.A. shall validate the results. The results shall officially be announced at the Annual Meeting.
Section 3.7 - Cumulative Voting. In all elections of Directors of the Association, each Voting Member shall have the right to cast as many votes in the aggregate as shall equal the number of Units for which he is a Voting Member.
Section 3.8- Informal Action. Any action required to be taken at a meeting of the Members, or any other action which may be taken at such meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Voting Members entitled to vote with respect to the subject matter thereof.
Section 3.9 - Irregularities. All information and/or irregularities in calls, notices of meetings and in the manner of voting, credentials, and method of ascertaining those present, shall be deemed waived if no objection is made at the meeting or if waived in writing.
Section 3.10 - Record Date. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members, or in order to make a determination of Members or any other purpose, the Board of Directors, at its election, may provide that the Membership books shall be closed for a stated period, but not to exceed in any case fifteen (15) days prior to the event concerned.
Section 3.11 - Adjourned Meeting. If any meeting of the Members cannot be organized because a quorum has not attended, the Members who are present may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.
Section 3.12 - Order of Business. The order of business at all meetings of the Owners of Units shall be as follows:
A. Roll call;
B. Proof of notice of meeting or waiver of notice;
C. Reading of minutes of preceding meeting;
D. Reports of officers;
E. Reports of committees;
F. Election of directors (annual meeting);
G. Unfinished business
H. New business.
ARTICLE IV
Board of Directors
Section 4.1 - Membership. The Board of Directors shall consist of five (5) Members each being elected for a term of three (3) years. Currently two members are serving three (3) year terms, one (1) member is serving two (2) remaining years of a three (3) year term and two (2) members are serving one (1) remaining year of three (3) year terms. At each annual meeting of the members, the directorship of those members whose terms have expired shall be elected from the voting members for a three (3) year term. Each member of the Board of Directors shall be an owner of a unit or shall be a representative of a corporation or other entity as defined is section 2.5.
Section 4.2 – Organizational Meeting. The organizational meeting of any newly elected Board of Directors shall be held within ten (10) days of their election at such place and at such time as shall be fixed by the Directors at the meeting at which they were elected, and they shall at that time select the officers of the Association.
Section 4.3 - Removal of Directors. At any time after the first meeting of the Members any one or more of the Directors may be removed with or without cause by the affirmative vote of the Voting Members casting not less than two-thirds (2/3) of the total votes and a successor may then and there be elected to fill the vacancy.
Section 4.4 Vacancies of Board of Directors. If the Office of any Director or Directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, disability or otherwise, a majority of the remaining Directors, though less than a quorum, shall choose a successor or successors, who shall hold office only until the next election.
Section 4.5 - Disqualification and Resignation of Directors. Any Director may resign at any time by sending written notice of such resignation to the office of the Association, delivered to the Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt by the Secretary. In the event a Director ceases to be an Owner of a Unit or have an interest therein, the directorship shall immediately and automatically terminate. No Member shall continue to serve on the Board should he be more than thirty (30) days delinquent in the payment of an Assessment and said delinquency shall automatically constitute a resignation effective when such resignation is accepted by the Board of Directors.
Section 4.6 - Regular Meetings. The Board of Directors may establish a schedule of regular meetings to be held at such time and place as the Board of Directors may designate. Notice of such regular meetings shall nevertheless be given to each Director personally or by mail, telephone or telegraph, at least five (5) days prior to the day named for such meeting.
Section 4.7 - Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association. These powers shall include the following:
A. To make Assessments as authorized by the Declaration, collect Assessments, and use and expend the Assessments to carry out the purposes and powers of the Association;
B. To employ, dismiss and control the personnel necessary for the maintenance and operation of the Project and of the Common Elements, including the right and power to employ attorneys, accountants, contractors and other professionals as the need arises;
C. To make and amend Rules and Regulations respecting the operation and use of the Common Elements and the Project and the use and maintenance of the units therein;
D. To contract for the management of the Project and to designate to such manager all or a portion of the powers and duties of the Association:
E. To engage in the management of the business affairs of the Association;
F. To use and disburse the proceeds of Assessments in the exercise of its powers and duties;
G. The maintenance, repair, replacement and operation of the Common Elements;
H. The reconstruction of Improvements after casualty loss and the further improvement of the Project;
I. To enforce by legal means, if necessary, the provisions of the Declaration, the Articles of Incorporation, the Bylaws and Rules and Regulations of the Association, and other documents and laws respecting the Association and the Project;
J. To pay taxes and assessments, which are liens against any part of the Project, other than individual Apartments, and to assess the same against the Units subject to such liens;
K. To pay the cost of all power, water, sewer and other utility services rendered to the Project and not metered and billed to individual Units;
Section 4.8 - Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least two-thirds (2/3) of the Directors.
Section 4.9 - Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 4.10 - Board of Directors' Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors, there should be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 4.11 – Fidelity Bonds. The Board of Directors shall require that all officers and employees of the Association handling or responsible for Association funds, and all other persons designated by the Declaration, shall furnish adequate fidelity bonds or coverage. The premiums on such bonds or coverage shall be paid by the Association.
ARTICLE V
Officers
Section 5.1 - Elective Officers. The principal officers of the Association shall be President, Vice President, Secretary and Treasurer.
Section 5.2 – Term. The officers of the Association shall hold office until their successors are chosen and qualify in their stead. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
Section 5.3 - The President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Members and of the Board of Directors. He shall have executive powers and general supervision over the affairs of the Association.
Section 5.4 - The Vice President. The Vice President shall perform all of the duties of the President in his absence or disability and such other duties as may be required of him from time to time by the Board of Directors.
Section 5.5 - The Secretary. The Secretary shall issue notices of all meetings of the Members and shall attend and keep the minutes of the same and shall have charge of all of the Association's books, records and papers. .
Section 5.6 – The Treasurer. The Treasurer shall have custody of and shall keep full and accurate account of receipts and disbursements in books belonging to the Association and shall deposit all monies and other valuable effects in the name of and to the credit of the Association, in such depositories as may be designated from time to time by the Board of Directors
ARTICLE VI
Fiscal Management
Section 6.1 – Depositories. The funds of the Association shall be deposited in such banks and depositories as may be determined by the Board of Directors from time to time, upon resolutions approved by the Board of Directors, and shall be withdrawn only upon checks and demands for money signed by such officer or officers of the Association as may be designated by the Board of Directors.
Section 6.2 - Records and Statements of Account. The Board shall cause to be kept detailed and accurate records in chronological order of the receipts arid expenditures affecting the Common Elements and the Project and specifying and itemizing the Common Expenses incurred. Payment vouchers may be approved in such manner as the Board may determine. All records and vouchers authorizing payments shall be available for examination by the Owners at convenient hours designated by the Board. The Board shall, upon receipt of ten (10) days notice to it or the Association, furnish to each Owner a statement of his account setting forth the amount of any unpaid Assessments or other charges due and owing from such Owner.
Section 6.3 - Discharge of Liens. The Board may cause the Association to discharge any mechanics' lien or other encumbrance, which in the opinion of the Board may constitute a lien against the Project or Common Elements rather than against a particular Unit only. When less than all of the Owners are responsible for such lien or encumbrance, they shall be jointly and severally liable for the amount necessary to discharge the same and for all costs and expenses including, but not limited to, attorneys' fees incurred by reason of such lien or encumbrance.
Section 6.4 - Fiscal Year. The fiscal year of the Association shall be the calendar year and shall begin on the first day of January of every year, except that the first fiscal year of the Association shall begin at the date of incorporation of the Association. The commencement date of the fiscal year herein established shall be subject to change by the Board should Association practice subsequently dictate.
Section 6.5 - Books of Account. Books of account of the Association shall be kept under the direction of the Treasurer on a consistent basis in accordance with generally accepted accounting practices.
Section 6.6 - Contracts. Unless otherwise provided by the Board, all contracts shall be executed on behalf of the Association by either the President or Vice President and countersigned by the Secretary.
ARTICLE VII
Amendments of the Bylaws
These Bylaws may be amended at any duly called meeting of the Members by the affirmative vote of a majority of the Members then entitled to vote.
ARTICLE VIII
Indemnification
The Association shall indemnify every Director and every officer, his heirs, executors and administrators against all loss, cost and expense, reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party, by reason of his being or having been a Director or officer of the Association. However, this indemnification shall not cover any acts of gross negligence, willful misconduct or with fraudulent or criminal intent.
Dated this 30th day of March, 2006
This document is NOT the definitive version of the Village Bylaws. These are posted for quick scan convenience. Do not make any decisions based on this unofficial, unsigned, unapproved information.
