Article I


Section 1. "Corporation" shall mean and refer to Flecha Caida Homeowners Association, Inc., a non-profit corporation organized and existing under the laws of the State of Arizona.
Section 2. "Deed Restrictions" shall mean and refer to the Declaration of Conditions, Covenants and Restrictions, heretofore recorded as to Flecha Caida Ranch Estates, Unit No. 1 through Unit No. 10, and recorded hereafter as to such other Flecha Caida Ranch Estates units as may be brought under jurisdiction of this corporation.
Section 3. A "voting member" shall mean a property owner in Flecha Caida Ranch Estates who has paid current membership dues.

Section 4.

Any references in these By-Laws to "he" shall be interpreted as "he and or she".


Article II

Election of Directors, Nominating Committee

Section 1. Election to the Board of Directors shall be by ballot at the Annual Meeting of the corporation. There shall be no fewer than ten (10) and no more than twenty (20) members of the Board, the number to be determined by the Nominating Committee each year before the Annual Meeting. To be elected, a nominee must receive the votes of a majority of those present. Should there be more nominees than positions on the Board, those with the highest number of votes shall be elected. Nominations may be made from the floor at the Meeting.
Section 2. The Nominating Committee shall be appointed by the President as approved by the Board. Nominees shall be voting members of the corporation.

Section 3.

The Nominating Committee shall consist of a Chairperson, who shall be a member of the Board of Directors, and one or more members of the corporation, who may also be members of the Board of Directors.


Article III

Powers and Duties of the Board of Directors

Section 1. The Board of Directors shall have the following powers:
  a. To call special meetings of the corporation whenever it deems necessary.
  b. To appoint and remove, at its pleasure, all officers, agents and employees of the corporation, prescribe their duties, fix the compensation and require of them such security or fidelity bonds as it may deem expedient. Nothing contained in the By-Laws shall be construed to prohibit the employment of any member, office or Director in any capacity whatsoever.
  c. To exercise for the corporation all powers, duties and authority vested in or delegated to this corporation except for those reserved for the members.
  d. In the event that any member of the Board of Directors shall be absent from three (3) consecutive regular meetings of the Board without prior notification to the Secretaries or other officers of the corporation, the Board may, by action taken at the meeting during which the third absence occurs, declare the office of said absent Director to be vacant.

In the event a vacancy occurs on the Board, the remaining Directors may appoint any member of the Association to serve as a Board member until the next annual election.


Section 2. It shall be the duty of the Board of Directors:
  a. To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the Annual Meeting of the corporation.
  b. To supervise all officers, agents and employees of this corporation, and to see that their duties are properly performed.


To maintain the financial books and records of the corporation, file annual income tax returns, Arizona Corporation Commission reports and all other records as may be required.


Article IV

Directors’ Meetings

Section 1. A regular meeting of the Board of Directors shall be called at least once each calendar month, except for the month of December. All meetings shall be open to the membership except if the Board finds in necessary to go into executive session.
Section 2. Notice of such meetings shall be by a calendar published at the first meeting of the newly elected Board of Directors with dates through the next Annual Meeting, with such interim reminders as the Board may deem necessary.
Section 3. Special meetings of the Board of Directors may be called by the President, the Vice Presidents or any two (2) directors.
Section 4. The transaction of any business at any meeting of the Board of Directors, however called or wherever held, shall be valid if a quorum is present. If a quorum is not present, any action taken by the Board at the non-quorum meeting may be approved at the next meeting when a quorum is present.
Section 5. A quorum shall consist of five (5) members of the Board of Directors. One of the quorum must be the President, the First Vice President or the Second Vice President.

Section 6.

In the event that the President declares a matter to be urgent, a vote, according to other appropriate provisions within these By-Laws, may be taken by E-mail.


Article V


Section 1. The officers shall be a President, a Vice President, a Second Vice President, a Recording Secretary, a Corresponding Secretary and a Treasurer elected from the members of the Board of Directors and such other officers as the Board may care to designate from time to time.
Section 2. The officers shall be elected by majority vote of the Board of Directors.
Section 3. All officers shall hold office at the pleasure of the Board of Directors.
Section 4. The President shall preside at all meetings of the Board of Directors or of the corporation, shall see that orders and resolutions of the Board of Directors are carried out and sign all written instruments. He/she may be authorized to sign the checks of the corporation. The President may appoint all committees, including standing committees. Unless otherwise provided herein, each Committee shall consist of a Chairperson and such members as the Chairperson may wish to appoint. Committee Chairpersons shall be appointed by the President, subject to approval of the Board of Directors. Should a Committee of the Whole be desirable, the President shall serve as Chairperson.
Section 5. The Vice President shall perform the duties of the President in his/her absence. He/she may be authorized to sign the checks of the corporation.
Section 6. The Second Vice President shall perform the duties of the Vice President in his/her absence.
Section 7. The Recording Secretary shall record the votes and keep minutes of all proceedings in a book to be kept for this purpose. The Recording Secretary shall also keep a roster of all members of the Board of Directors and shall inform such Directors of meetings and other business as may be necessary.
Section 8. The Corresponding Secretary shall handle all correspondence to the members and to other persons with whom the Board of Directors may have business. The Corresponding Secretary shall also retain the files of the corporation.

Section 9.

The Treasurer shall receive and deposit in bank accounts all moneys of the corporation and shall disburse such funds as directed by specific resolution of the Board of Directors, with the exception of such ordinary disbursements as shall be made in accordance with the budget for the year as adopted by the Board. The Treasurer shall sign all checks and notes of the corporation. Other Officers may be authorized to sign checks as stated in Sections 4 and 5 of Article V.


Article VI


Section 1. With the exception of the Nominating Committee, each committee shall have the power to appoint a subcommittee from among its membership and to delegate to such subcommittee any of its powers and functions.

Section 2.

It shall be the duty of each committee to receive suggestions and comments from members of the corporation on any matters falling within its field of activity. It shall handle such suggestions and complaints as directed by the Board.


Article VII

Meetings of Members

Section 1. The regular Annual Meeting of the members shall be held during April of each year on a date chosen by the Board of Directors.
Section 2. Special meetings of the members for any purpose maybe called at any time by either the President or by a majority of the Board of Directors.
Section 3. Notice of any meeting, regular or special, shall be given to the members by the President or other authorized agent approximately thirty (30) days in advance of the date for such meeting or according to Arizona law unless an emergency situation shall necessitate gathering the membership of the corporation more rapidly. Notification shall be by a means chosen by the President.
Section 4. At Annual Meetings and at special meetings of the corporation, held to act on matters governed by the Articles of Incorporation, not less than fifteen (15) members present shall constitute a quorum.
Section 5. So far as applicable, Robert’s Rules of Order shall govern such meetings.

Article VIII

Section 1. The books, records and papers of the corporation shall, during reasonable hours and upon request, be subject to the inspection of any member.

Article IX


Section 1. Dues shall be used only for operating expenses of the corporation and not for profit of the corporation or for any member therein.
Section 2. The amount of the dues shall be fixed by the Board of Directors.

Section 3.

Dues shall be payable on May 1st of each year.


Article X


Section 1. These By-Laws may be amended at a regular meeting of the Board of Directors by a vote of a majority of the Board members present.
Section 2.

In the case of any conflict between the By-Laws and the Articles of Incorporation, the Articles shall control. In the case of any conflict between these By-Laws and the Deed Restrictions applicable to the units of Flecha Caida Ranch Estates, the Deed Restrictions shall control.


Article XI


Section 1. Under Arizona law, Section 10-2317 D, "Any person who serves as a director or who serves on a board or council in an advisory capacity to the non-profit corporation shall be immune from civil liability and shall not be subject to suit directly or by way of contribution for any act or omission resulting in damage or injury if such person was acting in good faith and within the scope of his official capacity, unless such damage or injury was caused by willful and wanton or grossly negligent conduct of such person. Nothing in this subsection shall limit or modify in any manner the duties or liabilities of a director or person serving in an advisory capacity to the corporation or the corporation’s members. ‘Official capacity’ as used in this subsection is any decision, act or event undertaken by the non-profit corporation in furtherance of the purpose or purposes for which such organization is organized."

IN WITNESS WHEREOF, we have hereto set our hands this 9th day of October, 2003.

Darlene Millar-Espinosa, President

Suzanne H. Jamison, Executive Secretary