BY- LAWS of SAN PATRICIO ESTATES ASSOCIATION A Non-Profit Arizona Corporation

Transcription

1 BY- LAWS of SAN PATRICIO ESTATES ASSOCIATION A Non-Profit Arizona Corporation ARTICLE I PURPOSE The purposes of this corporation are to accomplish and effectuate and purposes set forth in the Articles of Incorporation, and such other activities as the membership shall determine necessary to carry out such put-poses. The term San Patricio Estates hereinafter utilized shall be construed to embrace Lots number 1 to 40, inclusive, sanitation fields numbered 1 and 2, and all dedicated streets appurtenant thereto as the same are constituted and reflected on a plat of record in the office of the County Recorder of Yavapai County, Arizona, in Book 19 of Maps, Page 25, and entitled San Patricio Estates Subdivision. ARTICLE II OFFICERS SECTION 1. EXECUTIVE OFFICERS: The Executive Officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The first officers shall hold office until the annual meeting in January, 1978, after which time such officers shall be elected annually by and from the Board of Directors. They shall take office immediately after election. The first officers of the Corporation who will hold office until the annual meeting of 1978 need not be members of the corporation, nor need they reside within San Patricio Estates as herein defined. Thereafter they shall be members of the Board of Directors and members of the corporation, but they need not reside within San Patricio Estates as herein defined. SECTION 2. THE PRESIDENT: Subject to the direction of the Board of Directors, the President shall be the chief executive officer of the corporation, and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. The President shall be ex officio a member of all committees. SECTION 3. THE VICE PRESIDENTS: The Vice Presidents shall have such power and pet-form such duties as may be assigned to them by the Board of Directors or the President. in case of the absence or disability of the President, the duties of that officer shall be performed by such Vice president as may be delegated such duties by the Board of Directors. Until the annual meeting in the year 1978, the office of Vice President shall remain vacant. SECTION 4. THE SECRETARY: The Secretary shall keep the minutes of all proceedings of the Board of Directors and of all committees, and the minutes of the members meetings in books provided for that purpose; he shall have custody of the corporate seal and such books and papers as the Board of Directors may direct. He shall in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors or the President, and he shall also perform such other duties as may be assigned to him by the president or the Board of Directors. SECTION 5. THE TREASURER: The Treasurer shall have custody of all the receipts, d disbursements, funds and securities of the corporation, and shall perform all duties incident to the office of Treasurer, subject to the control of the Board of Directors or the President. He shall perform such other duties as may from time to time be assigned to him by the Board of Directors or the President. If required by the Board of Directors, he shall give bond for the faithful discharge of his duties, in such sum as the Board of Directors may require. SECTION 6. SUBORDINATE OFFICERS: The President, with the approval of the Board of Directors, may appoint such other officers and agents as the Board of Directors may deem necessary, who shall hold office during the pleasure of the Board of Directors, and who shall have such authority and perform such duties as from time to time may be prescribed by the President or the Board of Directors. ARTICLE III BOARD OF DIRECTORS SECTION 1. NUMBER OF MEMBERS: The business and affairs of this corporation shall be managed by the Board of Directors, which shall consist of not less than three (3) nor more than twenty-five (25) members. The first Board of Directors need not be members of the corporation, nor need they reside in San Patricio Estates as herein defined. Thereafter the membership of the Board of Directors shall consist of members of the corpora-

2 tion, but they shall not be required to be residents of San Patricio Estates as herein defined. At the inception of the corporation, the Board of Directors shall consist of three (3) members named in the Articles of Incorporation, and at the expiration of their respective terms, the number of Directors shall be fixed by the Board of Directors. SECTION 2. EXECUTIVE COMMITTEE: The Board 04 Directors may elect from their number an Executive Committee consisting of not less than two (2) members of the Board of Directors, which Committee shall have all of the powers of the Board of Directors between meetings, regular or special. The President of the corporation shall be a member of, and shall be chairman of the Executive Committee. SECTION 3. REGULAR MEETINGS: The Board of Directors shall meet for the transaction of business at such place as may be designated from time to time. SECTION 4. SPECIAL MEETINGS: Special meetings of the Board or Directors may be called by the President or by two (2) members of the Board of Directors, for any title and place, provided reasonable notice of such meetings shall be given to each member of the Board of Directors before the time appointed for such meeting. SECTION 5. QUORUM: The Board of Directors shall set only as a Board, and the individual Directors shall have no power as such. A majority of the Directors for the time being in office shall constitute a quorum for the transaction of business, but a majority of those present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from lime to time, without notice, until a quorum be at hand. The act of a majority of Directors present at any meeting at which?here is a quorum shall be the act of the Board of Directors, except as may be otherwise provided by law. SECTION 6. ORDER OF BUSINESS: The Board of Directors may from time to time determine the order of business at its meetings. SECTION 7. CHAIRMAN: At all meetings of the Board of Directors the President, or in his absence, a Vice President chosen by the Board of Directors present, shall preside. SECTION 8. TERMS OF MEMBERS OF THE BOARD OF DIRECTORS: The- first Board of Directors named in the Articles of Incorporation of this corporation shall serve until the annual meeting of Thereafter the Directors shall be elected by the mernbers- of the corporation. SECTION 9. ANNUAL REPORT. The Board of Directors, after- the close of the fiscal year shall submit to the members of the corporation a report as to the condition of the corporation and its property, and shall submit also an account of the financial transactions of the past year. SECTION 1D. VACANCIES IN THE BOARD OF DIRECTORS : Whenever a vacancy in the membership of the Board of Directors shall occur, the remaining members of the Board of Directors shall have the power, by a majority vote, to appoint from the membership a member to the Board of Directors to serve the unexpired term of the vacancy. ARTICLE IV MEETINGS OF MEMBERS SECTION 1.ANNUAL MEETING: There shall be an annual meeting of the members of the corporation at such place as may be designated, provided, however, an annual meeting may not be noticed for a location exceeding ten (10) miles from San Patricio Estates as herein defined, on the first Tuesday in February of each year if not a legal holiday under the laws of the State of Arizona, and if a legal holiday, then on the next succeeding business day, at 10:00 o clock in the forenoon, for the transaction of such business as may come before the meeting To meet requirements of the AZ CORP COMM A payment by a member is deemed late if it is unpaid fifteen or more days after its due date, unless the community documents provide for a longer period. Charges for the late payment of assessments are limited to the greater of fifteen dollars or ten per cent of the amount of the unpaid assessment. Any monies paid by the member for an unpaid assessment shall be applied first to the principal amount unpaid and then to the interest accrued. SECTION 2. SPECIAL MEETINGS: Special meetings of the members of the corporation shall be held whenever called by the Board of Directors or the holders of at least ten (10) memberships. Notice of each special meeting, stating the time, place and in general terms the purpose thereof, shall be sent by certified mail to the First known address of all members of the corporation at least ten (10) days prior to the meeting. SECTION 3. PROXY: Every member may cast one vote, either in person or by proxy, for each lot owned in fee simple by that particular member, solely or jointly, or by the corporation owning the lot or lots, of which he is a stockholder and the member thereof.

3 SECTION 4. QUORUM: At any meeting of the members, a quorum shall consist of members present owning, jointly or solely, in fee simple, or members representing corporations owning in fee simple, a majority of the lots situate in San Patricio Estates as herein defined, either in person or by proxy, and a majority in amount of such quorum shall decide any question that may come before the meeting. ARTICLE V MEMBERSHIPS SECTION 1. QUALIFICATIONS: Only the following shall be eligible to become a member of San Patricio Estates Association: (a) Persons owning a lot or lots in San Patricio Estates as herein defined. (b) Persons owning stock in a corporation owning a lot or lots in San Patricio Estates as herein defined. When two or more persons are the joint owners of a lot in San Patricio Estates, one, and only one, shall become a member. When two or more persons are stockholders in a corporation owning a lot in San Patricio Estates, one, and only one, shall become a member. Only members shall be entitled to vote, and each membership shall be entitled to cast one vote for each and every lot, as designated on the plat or plats from time to time of record in San Patricio Estates as herein defined, owned by such member. Whenever a member shall cease to own any lot in San Patiicio Estates as herein defined, or shall cease to own stock in a corporation that owns a lot :herein, such membership shall automatically be dropped from the membership roll of the corporation. SECTION 2. MEMBERS: A member shall have no vested right, interest or privilege of, in or to, the assets, functions, affairs, or franchises of the corporation, or any right, interest or privilege which may be transferable or inheritable, or which shall continue after the membership ceases, or while he is not in good standing. SECTION 3. MANNER OF ADMISSION: Every person entitled to become a member of the corporation shall make written- application therefof- to the Secretary, giving complete information regarding the applicant s qualification as defined in Section i, residence address and business address, and such other information as the Board of Directors shall from time to time require. In the event two or more persons apply for membership because of joint ownership of a lot, the Board of Directors shall decide which one shall become a member of the corporation. SECTION 4. CLASSES OF MEMBERSHIP: There shall be two (2) classes of membership, namely: (a) (b) Active Inactive Active members shall be those members who: (a) Have paid and kept current any assessments in accordance with the terms and provisions or these By- Laws and the rules and regulations pertaining thereto promulgated by the Board of Directors. (b) Are not in breach of violation of the rules and regulations promulgated by the Board of Directors. All other members shall be deemed inactive members, and an inactive member shall have no voting rights during the period that he holds the status of an inactive member. Active members shall be subject to being reduced to the status of inactive members when so determined by the Board of Directors, after a finding of breach, violation or default in accordance with any one or more of subparagraphs (a) and (b) of Section 5. An active member may not be reduced to the status of an inactive member until and unless such active member shall have first been served with written notice of the accusations against such member, and shall have been given an opportunity by the Board of Directors to produce witnesses, if any, and to be heard. Notwithstanding anything herein contained to the contrary, the reduction of an active member to the status of an inactive member who continues to own a lot or lots, or interest therein, in San Patricio Estates as herein defined, shall not affect the validity of any assessment then existing, or thereafter levied, against such lot by the Board of Directors, together with the lien rights vested in the corporation, arising from a delinquency thereof. An inactive member shall become an active member upon accomplishment of the following: (a) Payment to the corporation of all delinquent assessments, if any. (b) Compliance with the rules and regulations promulgated by the Board of Directors, if there be a breach or violation thereof. (c) Payment to the corporation of the sum of Twenty-five Dollars ($25.00). (d) Application to and determination by the Board of Directors to the effect that the applying inactive

4 member is presently in good standing and entitled to regain the status of an active member. SECTION 5. EXPULSION OF A MEMBER: Members of the corporation shall be subject to expulsion by the Board of Directors upon the occurrence of any one or more the following events: Page 3 of EXHIBIT E (a) Entry of a judgment of foreclosure of a lien against a lot represented by such member. (b) Breach or violation of the rules and regulations promulgated by the Board of Directors. Notwithstanding anything herein contained to the contrary, the expulsion of a member who continues to own a lot or lots, or an interest therein, in San Patricio Estates as herein defined, shall not affect the validity of any assessment then existing or thereafter levied against such lot or parcel by the Board of Directors, together with the lien rights vested in the corporation arising from a delinquency thereof. A member may not be expelled and removed from member-ship until and unless such member shall have first been served with written notice of the accusation against such member, and shall have been given an opportunity by the Board of Directors to produce witnesses, if any, and to be heard. ARTICLE VI LOSS OF PROPERTY SECTION 1. NON-LIABILITY: The Board of Directors shall not be liable or responsible for the destruction, or the loss of, or damage to, the property of any member, or the guest of any member, or visitor, or other person. ARTICLE VII LEVY OF ASSESSMENTS SECTION 1. LEVY OF ASSESSMENTS: For the purpose of providing necessary funds to carry out the purposes and objects of the corporation and necessary operating expenses of the corporation, there shall be levied an annual assessment of Ten Dollars ($10.00) cash against each of Lots numbered 1 to 40, inclusive, San Patricio Estates Subdivision. If required for the purpose of providing necessary funds To carry out the purposes and objects of the corporation and necessary operating expenses of the corporation, in addition to the minimum annual assessment: of $10.00 per lot, there shall be levied by the Directors an equal assessment against Lots numbered 1 to 40, inclusive, San Patiicio Estates Subdivision. Such assessment against each such lot shall be levied annually, and shall not be in excess of an amount necessary to effect actual repairs and to pay actual maintenance costs, plus a 10% additional levy ~or reserves, unless the amount and time of an additional levy shall be determined otherwise by a majority vote of the membership at the annual meeting or any~ special meeting called for the purpose of determining the amount of such additional assessment. SECTION 2. LIEN: In the event of failure of a lot owner to pay such assessment promptly when due, the amount of the assessment: shall constitute a lien upon the lot against which such assessment was levied. The Board of Directors is authorized to direct the Secretary of the corporation to compile a list of all such lots and the amount of the unpaid assessment, levied against each such lot and to direct the President and Secretary of the corporation to certify such unpaid assessments to the County Recorder of Yavapai County, Arizona, and to cause the same to be entered as a lien upon the lot against. which the assessment was made and unpaid when due subject to state and county taxes and mortgages of record. The Board of Directors may authorize the President and Secretary of the corporation to enforce a lien in equity by foreclosure thereof as a real estate mortgage. The foreclosure judgment shall award to the corporation reasonable attorney s fees and taxable court costs incurred in connection with the foreclosure, such fees and costs to be fixed by the Court without a jury. The President and Secretary shall release any such lien upon payment of the delinquent assessment by or on behalf of the owner of the lot against which such assessment was made. SECTION 3. CERTIFICATE OF CHARGES: Upon demand, the President and Secretary shall furnish to any owner or mortgagee, or person interested, a certificate- showing the unpaid assessment charges against any lot. ARTICLE VIII NOTICE SECTION 1. NOTICE: Whenever, according to these By-Laws, a notice shall be given to any member or director, it shall not be construed to mean personal notice, but such notice may be given in writing, by depositing the same in the post office in Sedona, Arizona, in a postage prepaid sealed wrapper, addressed to such member or director at his address as the same appears on the books of the corporation, and the date of such mailing shall be deemed the time of giving of such notice. SECTION 2. WAIVER OF NOTICE: Any notice required to be given by these By-Laws may be waived by the person entitled thereto.

5 ARTICLE IX COMPENSATION SECTION 1. COMPENSATION: The Board of Directors shall have power to authorize and pay such compensation to employees of the corporation as the Board of Directors may deem to be in the best interests of the corporation, provided, however, that. no member of the Board of Directors or officer of this corporation shall receive any compensation either for services performed as an officer or as a member of the Board of Directors. ARTICLE X EXPENDITURES SECTION i. EXPENDITURES: No officer shall be authorized to incur any expense, liability or indebtedness on behalf of the corporation in excess of Twenty-five Dollars ($25.00), except upon the approval of the Board of Directors first had and obtained. ARTICLE XI TAXES AND CONTINUING USE OF SANITATION FIELDS SECTION 1. TAXES AND CONTINUING USE OF SANITATION FIELDS: After the expiration of one year from the date of recording the plat of San Patricio Estates Subdivision, all ad valorem taxes assessed by the County of Yavapai and the State of Arizona against sanitation fields numbered 1 and 2 as heretofore described shall be paid by San Patricio Estates Association prior to delinquency. San Patricio Estates Association shall remain the owner of the effluence disposal system and sanitation field number i. Lazy Bear Development, Inc., will convey to San Patricio Estates Association sanitation field number 2 as reflected- on the aforedescribed plat of San Patricio Estates as a reserve sanitation field, subject however, to the right of reversion in favor of Lazy Beau Development, Inc. as provided in Article 17 of the Amended Declaration of Restrictions dated the fifteenth day of September, 1975, recorded in Book 982 of Official Records, pager, 21-34, inclusive, of the County Recorder of Yavapai County, Arizona, subject, however, to the following conditions: (i) San Patricio Estates Association shall continue to pay any and all ad valorem taxes levied against such system and sanitation fields. (ii) Such property may be utilized only as an open space area for the common use and enjoyment of the lot owners of San Patricio Estates Subdivision. (iii) San Patricio Estates Association shall assume and pay any and all other expenses incident to the ownership and maintenance of such system and sanitation fields. For the foregoing purposes, San Patricio Estates Association may levy an annual assessment in an amount not to exceed the amount necessary for such purposes, plus a 10% addition-ial levy for reserves, unless tile amount and time of an additional levy shall he determined otherwise by a majority vote of the membership at the annual meeting or any special meeting called for the purpose of determining the amount of such additional assessment. In accepting a deed or contract each and every lot owner of Lots 1 to 40, inclusive, agrees to pay such annual assessment. The assessment shall be paid promptly when the same becomes due and in the event of the failure of the lot owner to pay suets assessment promptly when due for which the lot owner shall be personally liable, the amount of the unpaid assessment shall constitute a lien upon the lot owned by such lot owner. The lien may be enforced in the same manner as the liens for- assessments hereinbefore provided. At such times as Yavapai County, Arizona, or any other governmental agency or public service corporation has established a sewage disposal system which is available for the put-pose of serving Lots numbered 1 to 40, inclusive, San Patricio Estates Subdivision, and the lots heretofore described, San Patricio Estates Association shall initiate procedures requisite to the establishment of sewage disposal service for such lots by the governmental or public service system. ARTICLE XII AMENDMENTS SECTION 1: AMENDMENTS: The By-Laws of this corporation may be amended, altered, or repealed, by the affirmative vote of a majority of the active members represented in person, or by proxy, at any meeting at which a quorum of the members is present, as defined in Article IV, Section 4. Page 5 of EXHIBIT E ARTICLE XIII CORPORATE SEAL SECTION 1. CORPORATE SEAL: The corporate seal of the corporation shall be in the form of two concentric

6 circles, and between their circumferences appearing the name of the corporation, SAN PATRICIO ESTATES ASSOCIATION, and within their inner circle appearing the words, Corporate Seal Arizona. The corporate seal shall remain in the custody of the Secretary, and shall be affixed by him to all certificates of membership of the corporation, and to all instruments in writing requiring the corporate seal for complete execution. An impression thereof is directed to be affixed To these By-Laws, below this Section. ARTICLE XIV FISCAL YEAR SECTION i. FISCAL YEAR: The fiscal year of the corporation shall begin on the 1st day of January and terminate on the 31st day of December of each calendar year. CERTIFICATION KNOW ALL MEN B\( THESE PRESENTS: The undersigned, Secretary of SAN PATRICIO ESTATES ASSOCIATION, a non-profit Arizona corporation, does hereby certify that the above and foregoing By-Laws were duly adopted at the first meeting of the Board of Directors, held on October i, 1975, as the By- Laws of the corporation, and that the same do now constitute the By-Laws of the corporation. /5/ Kenneth VV. Hammes. Sr. Kenneth VV. Hammes, Secretary

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