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BY-LAWS
FLECHA CAIDA HOMEOWNERS ASSOCIATION, INC.
Article I
Definitions
| 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. |
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Section 4. |
Any references in these By-Laws to "he" shall be interpreted as "he
and or she".
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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. |
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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.
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Article III
Powers and Duties of the Board of Directors
| Section 1. |
The Board of Directors shall have the following powers: |
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a. |
To call special meetings of the corporation whenever it
deems necessary. |
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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. |
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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. |
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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. |
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e. |
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.
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| Section 2. |
It shall be the duty of the Board of Directors: |
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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. |
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b. |
To supervise all officers, agents and employees of this corporation,
and to see that their duties are properly performed. |
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c. |
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.
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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. |
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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.
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Article V
Officers
| 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. |
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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.
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Article VI
Committees
| 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. |
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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.
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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
Dues
| 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. |
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Section 3. |
Dues shall be payable on May 1st of each year.
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Article X
Amendments
| 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.
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Article XI
Indemnification
| 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
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