Estrella Joint Committe Bylaws
ESTRELLA JOINT COMMITTEE, INC. FOR ESTRELLA MOUNTAIN RANCH
– TABLE OF CONTENTS –
I. NAME, PRINCIPAL OFFICE, AND DEFINITIONS!
I .I . Name – 1
1.2. Principal Office 1
1.3. Definitions. I
II. POWERS AND DUTIES OF THE JOINT COMMITTEE 3
2.1. Estrella Mountain Ranch 3
2.2. Function of Joint Committee 3
2.3. Powers 4
2.4. Duties; 5
III. MEMBERSHIP 6
IV. BOARD OF DIRECTORS: NUMBER, POWERS, MEETINGS 6
A. Composition and Selection
4.1. Governing Body 6
4.2. Number of Directors 7
4.3. Tenn of Office 7
4.4. Appointment and Removal of Successor Directors 7
4.5. Regular Meetings 7
4.6. Special Meetings 8
4.7. Waiver of Notice 8
4.8. Quorum of Board of Directors 8
4.9. Compensation 8
4.10. Conduct of Meetings 9
4.1 1. Open Meetings 9
4.12. Action Without a Formal Meeting 9
4.13. Liability and Indemnification 9
4.14. Power of Declarant to Disapprove Actions 9
4.15. Management lO
4.16. Accounts and Reports 10
4.17. Borrowing 11
4.18. Right to Contract 11
4.19. Enforcement Rights 11
4.20. Enforcement Procedures 12
V. OFFICERS 13 Officers 13
5.2. Election and Term of Office 13
5.3. Removal and Vacancies 13
5.4. Powers and Duties 13
5.5. Resignation 13
5.6. Agreements, Contracts, Deeds, Leases, Checks, Etc 13
5.7. Compensation 13
VI. COMMITTEES 13
14 7.1 . Creation and Allocation of Assessments 14
7.2. General Assessments 14
7.3. Liability for Non-Payment 14
7.4. Special Assessments 15
7.5. Specific Assessments 15
VIII. MISCELLANEOUS 15
8. I . Fiscal Year 15
8.2. Parliamentary Rules 15
8.3. Conflicts 15
8.4. Books and Records 16
8.5. Notices 16
8.6. Amendment 17
ESTRELLA JOINT COMMITTEE, INC. FOR ESTRELLA MOUNTAIN RANCH
Name, Principal Office, and Definitions
1.1. Name. The name of the corporation shall be Estrella Joint Committee, Inc. for Estrella Mountain Ranch (the “Joint Committee”).
1.2. Principal Office. The principal office of the Joint Committee shall be located in Maricopa County, Arizona. It may have such other offices, either within or outside the State of Arizona, as the Board of Directors may determine or as the affairs of the Joint Committee may require.
1.3. Definitions. The words used in these By-Laws shall generally be given their normal, commonly understood definitions unless otherwise specified. Capitalized terms shall be defined as follows:
(a) “Area of Common Responsibility”: Those areas, if any, for which the Joint Committee has maintenance, insurance, operating or other responsibility under the Declarations, other Covenants, or agreements entered into by the Joint Committee.
(b) “Articles of Incorporation” or “Articles”: The Articles of Incorporation of Estrella Joint Committee, Inc., an Arizona non-profit corporation, as filed with the Arizona Corporation Commission, as such may be amended from time to time.
(c) “Association Entity” or “Association Entities”: A collective term referring to the Estrella Community Association, the Villages at Estrella Mountain Ranch Community Association, and any other community or property owners association established within Estrella Mountain Ranch and which, by the terms of its Declaration, is subject to the jurisdiction of the Joint Committee, or any one or more of the foregoing as the context may require.
(d) “Board of Di rectors” or “Board”: The body responsible for administration of the Joint Committee, selected as provided in Article IV hereof and generally serving the same role as the board of directors under Arizona corporate law.
(e) “Community-Wide Standard”: The standard of conduct. maintenance. or other activity generally prevailing throughout Estrella Mountain Ranch. Such standard is originally established by the Declarant and may be more specifically defined by the Board of Directors.
(f) “Covenant”: The Covenant to Share Costs of Estrella Joint Committee for Estrella Mountain Ranch, recorded or to be recorded in the Official Records of Maricopa County,
Arizona which provides for the ownership, operation, maintenance, and/or administration of Joint Property, establishes maintenance standards, and sets forth covenants to share costs between Owners and Association Entities which are subject to the Covenant and the Joint Committee’s jurisdiction.
(g) “Declarant”: SunChase Estrella Limited Partnership, a Delaware limited partnership, or its successors, successors-in-title or assigns who are designated as the Declarant in a recorded instrument executed by the immediately preceding Declarant.
(h) “Declaration(s)”: A collective term referring to that certain Amended and Restated Declaration of Covenants, Conditions, Restrictions and Easements for Estrella, recorded in the Official Records of Maricopa County, Arizona, as Document No. 95-0221410, on April 20, 1995, the Declaration of Protective Covenants and Restrictions for the Villages of Estrella
Mountain Ranch, recorded or to be recorded in the Official Records of Maricopa County, Arizona, as Document N o:4 on ‘Bl 1 ‘-f • 19. and any other declaration of covenants,
conditions, and restrictions• by whatever name denominated applicable to other Association Entities which by its terms makes the Association Entity or members of such Association Entity subject to the jurisdiction of the Joint Committee.
(i) “Equivalent Units”: A numerical assignment of value given to individually owned Units of real property in accordance with these By-Laws for purposes of allocating liability for Joint Committee Expenses and exercising voting rights in situations where voting rights are to be exercised.
G) “Estrella Mountain Ranch”: The I 0,000-plus acre master planned community known as Estrella Mountain Ranch as shown on the master development plan for Estrella prepared by the Declarant and approved by the City of Goodyear, Arizona, as it may be amended from time to time.
(k) “Joint Committee Expenses”: The actual and estimated expenses incurred or anticipated to be incurred by the Joint Committee to own, operate, maintain, and insure the Joint Property and the Area of Common Responsibility for the general benefit of all Owners and Association Entities.
(1) “Joint Property”: All real and personal property which the Joint Committee owns, leases or otherwise holds possessory or use rights in for the common use and enjoyment of all Owners and occupants within Estrella Mountain Ranch.
“Mortgagee”: An institutional or governmental holder of a mortgage, deed of trust, deed to secure debt, or other security instrument which makes, holds, insures or guarantees mortgages in the ordinary course of its business.
(n) “Owner”: One or more Persons who hold the record title to a Unit within Estrella Mountain Ranch and is subject to the jurisdiction of the Joint Committee pursuant to a Declaration and/or the Covenant, but excluding in all cases any Mortgagee or other party holding
an interest merely as security for the performance of an obligation. If a Unit is sold under a recorded contract of sale, then upon recording of such contract, the purchaser (rather than the fee owner) will be considered the Owner, if the contract specifically so provides. If a Unit or parcel of property is subject to a written lease with a term in excess of one year and the lease specifically so provides, then upon filing a copy of the lease with the Board, the lessee (rather than the fee owner) will be considered the Owner during the term of the lease for the purpose of exercising any rights of Owners under these By-Laws.
“Person”: A natural person, a corporation, a partnership, a trustee, or other
(p) “Unit”: A portion of Estrella Mountain Ranch, whether improved or unimproved, which may be individually owned and is subject to assessment by the Joint Committee pursuant to a Declaration or the Covenant. For example, and without limitation the following may be separate Units: an attached or detached residential dwelling; a residential lot; a golf course and related structures and facilities under the same ownership and used in connection with the golf course;• a resort hotel; a commercial or retail site; an office building; an apartment building or complex; or an unimproved tract of land intended for future development. The term shall not include the Joint Property, common area of an Association Entity pursuant to a Declaration, nor any property dedicated to the public.
Powers and Duties of the Joint Committee
2.1. Estrella Mountain Ranch. Declarant has established a general plan of development for the mixed-use planned community known as Estrella Mountain Ranch, which may include all or a part of the real property depicted in the master development plan for Estrella. The master plan of development contemplates various types of development, including, but not limited to, commercial, residential, and resort development, each of which may be subject to its own respective independent community governance structure. Unit Owners shall be subject to the jurisdiction of the Joint Committee by virtue of the Declarations and/or the Covenant recorded or to be recorded in the Official Records of Maricopa County, Arizona.
2.2. Function of Joint Committee. The Joint Committee serves as a unifying entity for Estrella Mountain Ranch and is charged with maintaining and operating Joint Property and the Area of Common Responsibility, providing community services, and allocating Jo.Kit Committee Expenses equitably among the various land uses. The Joint Committee may acquire. own, hold, and dispose of (including sales, leases, dedications, or other dispositions) tangible and intangible personal property and real property. For example and without limitation, the Joint Property may include recreational facilities, entry features, signage, landscaped medians, roads and streets, infrastructure, landscaping on and adjacent to the public right-of-way, lakes, parks, conservation areas, Natural Preserve Areas, and open space. Declarant may convey to the Joint Committee improved or unimproved real estate located within Estrella Mountain Ranch. personal property, and leasehold or other property interests. Such property or interests shall be
accepted by the Joint Committee and thereafter shall be maintained as Joint Property. The expenses associated with the Joint Property shall be a Joint Committee Expense allocated as set forth in Article VII unless the Board determines otherwise.
The Joint Committee may also enter into agreements with Association Entities or similar entities to provide management and administrative services, and to perform such other community relation activities as may be agreed upon by the Joint Committee and such Association Entities or other Persons. Such property or services shall be considered a portion of the Area of Common Responsibility for the Joint Committee, and the expense of providing such services by the Joint Committee shall be allocated by agreement between the parties.
The Joint Committee shall also perform such obligations and responsibilities as may be assigned to it by Declarant, including without limitation, fulfilling the ongoing responsibilities imposed by any governmental entity with jurisdiction over Estrella Mountain Ranch. storm water and surface water management, and public relations and promotion. Such obligations and responsibilities shall be accepted by the Joint Committee when assigned by the Declarant and undertaken as a Joint Committee Expense. •
2.3. Powers. The Board of Directors shall have all the powers necessary for the administration of the Joint Committee’s affairs and for performing all responsibilities and exercising all rights of the Joint Committee as set forth in the Covenant, the Declarations, the Articles, these By-Laws, and as provided for nonprofit corporations by Arizona law.
The Board shall operate, manage, and maintain the Joint Property and Area of Common Responsibility subject to various Owners’ and other Persons’ ri ghts and nonexclusive easements of use, access, and enjoyment, which are created by and/or may be subject to:
(a) The Covenant, the Declarations, these By-Laws, and any other applicable covenants or agreements;
(b) The right of the Board to adopt rules, regulations or policies regulating the use and enjoyment of the Joint Property and Area of Common Responsibility, including rules restricting use of recreational facilities;
(c) The right of the Board to suspend the right of an Owner to use recreational facilities pursuant to Sections 4.19 and 4.20 and to enforce by legal means the provisions of the Covenant, the Declarations, these By-Laws, the rules adopted by it, and bringing any proceedings concerning the Joint Committee;
(d) The right of the Board to dedicate or transfer all or any part of the Joint Property, or to mortgage, pledge, or hypothecate any or all of its real or personal property as security for obligations;
(e) The right of the Board to impose reasonable membership requirements and charge reasonable admission or other use fees for the use of the Joint Property, the Area of Common Responsibility, or any recreational facility;
(f) The right of the Board to permit use of any Joint Property or the Area of Common Responsibility by non-Owners upon payment of use fees established by the Board;
(g) The right of the Board to rent or lease any portion of any structure or other recreational facilities within the Joint Property or Area of Common Responsibility on a short term basis to any Person approved by the Board for the exclusive use of such Person and such Person’s family and guests;
(h) The right of the Board to operate, maintain, manage or contribute to the costs of property, facilities and programs owned or controlled by third party entities, including, without limitation, non-profit tax exempt organizations; and
(i) The right of the Board to mediate and arbitrate disputes between Association Entities or between Owners who are not subject to the same Association Entity arising out of the interpretation, violation, or enforcement of or conflicts in the standards established under these By-Laws, the Covenant, compliance with the Community-Wide Standard, or other matters as to which the Board determines it to be in the general interest for the Joint Committee to mediate or arbitrate.
2.4. Duties. The duties of the Board shall include, without limitation:
(a) providing for the operation, care, upkeep, and maintenance of the Joint Property and the Area of Common Responsibility, if any, in a manner consistent with the Community-Wide Standard;
(b) preparing annual budgets for the Joint Committee Expenses;
(c) levying assessments for the Joint Committee Expenses, and collecting assessments from the Association Entities, Owners of Units, or other Persons as set forth herein and in the Declarations and the Covenant;
(d) opening bank accounts on behalf of the Joint Committee and designating the authorized signatories;
(e) depositing the proceeds in depositories which it shall approve, and using the funds collected as assessments for Joint Committee Expenses and to perform its functions;
(f) designating, hiring, and dismissing the personnel necessary to carry out the rights and responsibilities of the Joint Committee and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and materials to be used by such personnel in the performance of their duties;
(g) making and amending rules governing use and operation of the Joint Property and Area of Common Responsibility;
(h) making or contracting for the making of repairs, additions. and improvements to or alterations of the Joint Property and the Area of Common Responsibility in accordance with these By-Laws;
(i) obtaining and carrying property insurance on the Joint Property and the Area of Common Responsibility to the extent the Joint Committee is responsible for providing such insurance under the Covenant, the Declarations, or any agreement relating to such property; obtaining commercial general liability insurance with limits established by the Board; and obtaining fidelity bonds on all persons responsible for handling funds on behalf of the Joint Committee, paying the cost of such insurance and bonds, and filing and adjusting claims. as appropriate;
(j) paying the cost of all services rendered to or on behalf of the Joint Committee, as the Board may authorize;
(k) keeping detailed books of account and operating records;
(I) making available to any prospective purchaser, Owner or Mortgagee of a Unit, current copies of the Articles of Incorporation, these By-Laws, rules governing the Joint Property and the• Area of Common Responsibility, if any, and charging such fees, if any, as the Board may establish to cover its printing and mailing costs; and
(m) permitting util ity suppliers to use portions of the Joint Property as may be determined necessary, in the sole discretion of the Board, to the ongoing development or operation of Estrella Mountain Ranch.
Article III Mem bersh ip
The Joint Commi ttee shall have no mem bers. The affairs of the Joint Committee shall be managed by its Board of Directors, in accordance with Article IV of these By-Laws.
Boa rd of Di recto rs: Nu m ber, Powers, Meetings
A. Com posi tio n a nd Selection.
4.1 . Governing Bodv. The affairs of the Joint Committee shall be governed by a Board of Directors. Each director shall have one equal vote. Each director shall be a natural person of at least 18 years of age.
4.2. Number of Directors. The Board shall consist of at least five directors. At least one directorship shall exist for each Association Entity established by the Declarant which is subject to the Joint Committee’s jurisdiction pursuant to a Declaration and/or the Covenant; provided, however, the Board shall always be comprised of an odd number of directors. The initial Board shall consist of the five individuals identified in the Articles.
4.3. Term of Office. The term of office of the initial members of the Board shall be as follows: two directors shall serve three year terms, two shall serve four year terms, and one shall serve a five year term. Each director’s term shall expire at the annual meeting of the Joint Committee held during the final year of that director’s term. At the expiration of the term of any Board member, a successor shall be appointed by the Board at the annual meeting to serve for a term of five years.
4.4. A ppointment and Removal of Successor Di rectors.
(a) Appointment. The initial five mem bers of the Board are appointed by the Declarant and are designated in the Articles. At the expiration of each director’s term of office a successor director shall be appointed upon a majority vote of the Board. A tie in the voting shall be decided by the President.
Upon the termination of the Declarant’s right to appoint a majority of the directors of each Association Entity’s board, or other similar entity created by the Declarant, or whenever the Oeclarant earlier determines, each Association Entity may nominate a candidate for an open position on the Board. A candidate nominated by an Association Entity may be accepted or rejected by the Board.
So long as the Oeclarant owns any property subject to assessment under the Covenant, the appointment of any director shall requi re the consent of the Declarant. Directors may serve not more than two consecutive terms, and former directors may be re-appointed after an absence from the Board of at least one year.
(b) Removal. Any director may be removed, with or without cause, by a vote of a majority of the other directors or by the Declarant in i ts sole and absolute discretion, for so long as the Declarant continues to own any property within Estrella Mountain Ranch. Any director whose removal is sought shall be given written notice prior to any action bei ng taken to remove him. Upon removal of a director, a successor shall be appointed, in the manner provided in Section 4.4(a) to fill the vacancy for the remainder of such director’s term provided, howe’l.Ler, that i f the Declarant removed the director the Oeclarant shall appoint such director’s successor.
B. Meeti n gs.
4.5. Regular Meeti ngs. Regular meetin gs of the Board may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least two meetings shall be held during each fiscal year. One meeting shall be designated at the annual meeting for appointment of directors. Notice of the time and place of the meeting shall be
communicated to directors not less than four days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting.
4.6. Special Meetings. Special meetings of the Board shall be held when called by written notice signed by the President of the Joint Committee or by any two directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each director by one of the following methods: (a) by personal delivery; (b) written notice by first class mail, postage prepaid; (c) by telephone communication, either directly to the director or to a person at the director’s office or home who would reasonably be expected to communicate such notice promptly to the director; or (d) by facsimile, computer, fiberoptics or such other communication device. All such notices shall be given at the director’s telephone num ber, fax num ber, electronic mail number, or sent to the director’s address as shown on the records of the Association. Notices sent by first class mail shall be deposited into a United States mailbox at least seven business days before the time set for the meeting. Notices given by personal delivery, telephone, or other device shall be delivered or transmitted at least 72 hours before the time set for the meeting. •
4.7. Waiver of Notice. The transactions of any meeting of the Board, 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 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. Notice of a meeting shall also be deemed given to any director who attends the meeti ng without protesting before or at its commencement about the lack of adequate notice.
4.8. Quorum of Board of Directors. At all meetings of the Board. a majority of the directors shall constitute a quorum for the transaction of business. The votes of a majori ty of the directors present at a meeti ng at which a quorum is present shall constitute the decision of the Board. A meeting at which a quorum is initiall y present may continue to transact business. notwithstanding the withdrawal of directors, i f any action taken is approved by at least a majority of the requi red quorum for that meeting. If any meeti ng of the Board cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeti ng to a time not less than 5 nor more than 30 days from the date the original meeting was called. At the reconvened meeti ng, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.
4.9. Compensati on. No director shall receive any compensation from the Joint Committee for acting as such unless consented to in writing by a majority of the Board of Directors, excluding the director whose compensation is in question. A director may be reimbursed for expenses incurred on behalf of the Joint Committee upon approval of a majority of the other directors. Nothing herein shall prohibit the Joint Committee from compensating a director, or any entity with which a director is affiliated, for services or supplies furnished to the Joint Committee in a capacity other than as a director pursuant to a contract or agreement with the Joint Committee, provided that such director’s interest was made known to the Board prior to
entering into such contract and such contract was approved by a majority of directors other than the interested director.
4.10. Conduct of Meetings. The President shall preside over all meetings of the Board, and the Secretary shall keep a minute book of Board meetings, recording all Board resolutions and all transactions and proceedings occurring at such meetings.
4.11. Open Meetings. Subject to the provisions of Section 4.12, all meetings of the Board shall be open to all officers, directors, and authorized representatives of an Association Entity or other Persons subject to the Covenant. Attendees other than directors may not participate in any discussion or deliberation unless permission to speak is requested on his or her behalf by a director. In such case, the President may limit the time any such individual may speak. Notwithstanding the above, the President may adjourn any meeting of the Board and reconvene in executive session, excluding persons other than directors, to discuss any matter.
4.12. Action Wi thout a Fonnal Meeti ng. Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote.
C. Ad min istration.
4.13. Liabilitv and Indemnification. The Joint Committee shall indemni fy every officer and director against all damages and expenses, including counsel fees, reasonabl y incurred in connection with any action, suit, or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which such Person may be a party by reason of being or having been an officer or director of the Joint Committee, in accordance with the standards established and to the fullest extent permitted by an Arizona Nonprofi t Corporation Act (Arizona Revised Statutes, Sections I 0-230 I , et seq.). This right to indemnification shall not be exclusive of any other rights to which any present or former officer or director may be entitled. The Joint Committee shall, as a Joint Committee Expense, maintain adequate general liability and directors and officers liability insurance to fund this obligation, if such insurance is reasonably available.
4.14. Power of Declarant to Disapprove Actions. So long as the Declarant owns any property subject to assessment under the Covenant, it shall have the right to disapprove any action, pol icy or program of the Board which, in the sole judgment of the Declarant. would telld to impair rights of the Declarant under the Covenant, the Declarations, or these By-Laws, or to interfere with development, construction, marketing or sale of any portion of Estrella Mountain Ranch, or diminish the level of services being provided by the Joint Committee.
No such action, policy or program shall become effective or be implemented until and
(a) The Declarant is given written notice of the proposed action and any meeting at which it is to be considered. Such notice shall be given by certified mail, return receipt requested, or by personal delivery at the address it has registered with the Secretary of the Joint Committee, and shall comply with the notice requirements of these By-Laws. Except in the case of the regular meetings held pursuant to the By-Laws, such notice shall set forth in reasonable particularity the agenda to be followed at said meeting.
(b) The Declarant is given the opportunity at any such meeting to participate in or to have its representatives or agents participate in discussion of any proposed action, policy, or program which would be subject to the right of disapproval set forth herein.
The Declarant, its representatives or agents shall make its concerns, thoughts. and suggestions known to the Board. The Declarant, acting through any officer, director, agent or authorized representative, may exercise its right to disapprove at any time within 10 days following the meeting at which such action was proposed or, in the case of any action taken by written consent in lieu of a•meeting, within 10 days followfog receipt of written notice of the proposed action. This right to disapprove shall not include a right to require any action •or counteraction on behalf of the Joint Committee, the Board, or any committee, except to the extent necessary to reverse the disapproved action.
4.15. Management. The Joint Committee may employ a professional management agent or agents at such compensation as the Board may establish, to perform such duties and services as the Board shall authorize. The Board may delegate to the managing agent or manager, subject to the Board’s supervision, such powers as are necessary to perform the manager’s assigned duties but shall not delegate policy-making authority. The Declarant. or an affiliate of the Declarant, may be employed as managing agent or manager.
The Board may delegate to one of its members the authority to act on its behalf on all matters relating to the duties of any managi ng agent which might arise between meetings of the Board.
4.16. Accounts and Reports. The following management standards of performance shall be followed unless the Board by resolution specifically determines otherwise:
(a) accrual accounting, as defined by generally accepted accounting princi ples:
accounting and controls should conform to generally accepted accounti+tg
cash accounts of the Joint Committee shall not be commingled with any
(d) no remuneration shall be accepted by the managing agent from vendors. independent contractors, or others providing goods or services to the Joint Committee, whether
in the form of commissions, finder’s fees, service fees, prizes, gifts, or otherwise; any thing of value received shall benefit the Joint Committee;
(e) any financial or other interest which the managing agent may have in any firm providing goods or services to the Joint Committee shall be disclosed promptly to the Board
(f) an annual report consisting of at least the following shall be made available for inspection within 120 days after the close of the fiscal year: (I ) a balance sheet; (2) an operating (income) statement; and (3) a statement of changes in financial position for the fiscal year. Such report shall be prepared on an audited, reviewed, or compiled basis. as the Board determines, by an independent public accountant; provided, however, upon written request, the Joint Committee shall provide an audited financial statement.
4.17. Borrowing. The Joint Committee shall have the power to borrow money for any purpose.
4.18. Right to Contract. The Joint Committee shall have the right to contract with any Person for the performance of various duties and functions. This right shall include, without limitation, the right to enter into common management, operational, or other agreements with an Association Entity, any trust, condominium, cooperative, or community association, or other similar entity within or outside of Estrella Mountain Ranch.
4.19. Enforcement Rights. On its own initiative or upon filing of a written complaint by any Owner with the Board concerning any matter arising out of the interpretation, violation, or enforcement of or conflicts in the standards established under these By-Laws, the Covenant, the Community-Wide Standard, or other matters as to which the Board determines it to be in its general interest to become involved, the Board may investigate the facts and circumstances surrounding such matter or complaint. If the Board determines that an Owner or occupant of any Unit has violated or is in violation of the Covenant, these By-Laws, or rules established by the Joint Committee, then the Board may, but shall not be obligated to, take action to enforce the provision of the Covenant, By-Laws or rules being violated. In addition, the Joint Committee shall have the right, but not the obligation, to enforce any provision of a Declaration or exercise the enforcement powers of an Association Entity if the Board determines that the Association Entity has failed or refused to fulfill its obligations.
The Board shall have the power to impose sanctions, subject compliance with Section 4.20, including, but not limited to the following:
(a) imposing reasonable monetary fines which shall constitute a lien upon the violator’s property;
(b) suspending any Person’s right to use any recreational facilities within the Joint Property or Area of Common Responsibility; provided, however, nothing herein shall authorize the Board to limit ingress or egress to or from a Unit;
(c) suspending any services provided by the Joint Committee to a violator; and
(d) levying specific assessments against the Unit or Owner to cover costs incurred in bringing a Lot into compliance with the Covenant, the Declarant(s), the Articles, these By-Laws, or the rules and regulations of the Joint Committee.
In addition, the Board may elect to enforce by exercising self-help and abatement (specifically including, but not limited to, the towing of vehicles) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both, without the necessity of compliance with the procedures set forth in Section 4.20. All remedies are cumulative of any remedies available at law or in equity. In any legal action, if the Joint Committee prevails, it shall be entitled to recover all costs, including, without limitation, attorneys fees and court costs, reasonably incurred in such action.
The Joint Committee shall not be obligated to take action to enforce any covenant. restriction or rule which the Board reasonably determines is, or is likely to be construed as. inconsistent with applicable law, or in any case in which the Board reasonably determines that the Association’s position is not strong enough to justify taking enforcement action. Any such determination shall not be construed as a waiver of the right to enforce such provision at a later time under other circumstances or estop the Joint Committee from enforcing any other covenant. restriction or rule.
4.20. Enforcement Procedures.
(a) Notice. Prior to imposition of the sanctions specified in Section 4.19 (except as otherwise provided), the Board or its delegate shall serve the alleged violator with written notice describing (i) the nature of the alleged violation, (i i) the proposed sanction to be imposed. ( iii) a period of not less than 10 days within which the alleged violator may present a written request for a hearing; and (iv) a statement that the proposed sanction shall be imposed as contained in the notice unless a challenge is begun within 10 days of the notice. If a timely challenge is not made, the sanction stated in the notice shall be imposed.
(b) Hearing. If a hearing is requested within the allotted l 0 day period, the hearing shall be held in executive session affording the alleged violator a reasonable opportunity to be heard. Prior to the effectiveness of any sanction, proof of proper notice shall be placed in the minutes of the meeti ng. Such proof shall be deemed adequate i f a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, director, or agent who delivered such notice. The notice requi rement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed. The Board may, but shall not be obligated to, suspend any proposed sanction i f the violation is cured within the I 0 day period. Such suspension shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any Person.
Article V Officers
5.1. Officers. The officers of the Joint Committee shall be a President, Vice President, Secretary, and Treasurer. The President and Secretary shall be elected from among the directors on the Board. The Board may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties the Board prescribes. Any two or more offices may be held by the same person, except the offices of President and Secretary.
5.2. Election and Term of Office. The Board shall elect the officers of the Joint Committee within l 0 days after holding its annual meeting. Officers shall hold one year terms.
5.3. Removal and Vacancies. Whenever in its judgment the best interests of the Joint Committee will be served, the Board may remove any officer, and may fill any vacancy in any office arising because of death, resignation, removal, or otherwise for the unexpired portion of the term.
5.4. Powers and Duties. The officers of the Joint Committee shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time specifically be conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Joint Committee. The Treasurer shall have primary responsibility for the preparation of the budget of Joint Committee Expenses.
5.5. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on 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.
5.6. Agreements. Contracts, Deeds, Leases. Checks. Etc. All agreements. contracts, deeds, leases, checks, and other instruments of the Joint Committee shall be executed by at least two officers or by such other person or persons as may be designated by Board resolution.
5.7. Compensation. Compensation of officers shall be subject to the same limitations as compensation of directors under Section 4.9.
Article VI Committees
The Board may appoint such committees as i t deems appropriate to perform such tasks and to serve for such periods as the Board may designate by resolution. Each committee shall operate in accordance with the terms of such resolution.
Article VII Assessments
7.1. Budget of Joint Committee Expenses. The Board shall prepare an annual budget of Joint Committee Expenses at least 60 days before the beginning of each fiscal year. The budget may include line items for contingency and capital reserves as the Board determines are reasonable and necessary. The budget shall be adopted by the Board and sent to each Association Entity or Unit Owner subject to assessment by the Joint Committee, together with a notice of assessment and summary of the allocations, at least 30 days before the beginning of each fiscal year. The budget of Joint Committee Expenses shall be allocated among all Units subject to the Joint Committee’s jurisdiction in accordance with the formula set forth in Exhibit “A.”
7.2. General • Assessments. The Joint Committee is authorized by the Declarations and the Covenant to levy general assessments in an amount which provides sufficient revenue to meet the budget of Joint Committee Expenses and such reserves as the Board may establish. For Units which are subject to an Association Entity, the Joint Committee may assess the Association Entity, and such Association Entity shall include its. share of the general assessment by the Joint Committee as a line item in its budget of common expenses assessed to its members. The Joint Committee may, in its discretion and if permitted by the Declarations, assess all Owners under the jurisdiction of an Association Entity directly.
Owners who are not subject to an Association Entity shall be assessed directly by the Joint Committee. Assessments shall be paid in such manner and on such dates as the Joint Committee may establish. If the Joint Committee so elects, assessments may be paid in two or more installments. If any Person is delinquent in paying any assessments or other charges levied by the Joint Committee, the Joint Committee may require any unpaid installments of all outstanding assessments to be paid in full immediately.
The Joint Committee is specifically authorized to enter into deficit funding contracts or contracts for “in kind” contribution of services, materials, or a combination of services and materials with the Declarant or other Persons for payment of Joint Committee Expenses.
7.3. Liability for Non-payment. No Person subject to any assessment may exempt himself or herself from liability for assessments, by non-use of the Joint Property, abandonment of his or her Unit, or any other means. The obligation to pay assessments is a separate and independent covenant on the part of each Person. No diminution or abatement of assessments or set-off shall be claimed or allowed for any alleged failure of any Person to take some action or perform some function required of it. or for inconvenience or discomfort arising from the making of repairs or improvements, or from any other action it takes.
The Joint Committee shall have all collection and lien rights against Units subject to assessment as set forth in the Declarations and the Covenant. Notwithstanding anything to the
contrary herein, each Owner shall be jointly and severally obligated with an Association Entity responsible to pay assessments owed to the Joint Committee. An Association Entity being assessed by the Joint Committee shall be responsible for collecting and paying to the Joint Committee all such assessments, and Joint Committee assessments shall have first priority for payment out of its income.
The Joint Committee shall, upon request, furnish to any Person liable for any type of assessment a certificate in writing signed by an officer of the Joint Committee setting forth whether such assessment has been paid. Such certificate shall be conclusive evidence of payment. The Joint Committee may require the advance payment of a processing fee for the issuance of such certificate.
7.4. Special Assessments. In addition to other assessments. the Joint Committee may levy special assessments from time to time to cover unbudgeted expenses or Joint Committee Expenses in excess of those budgeted. Special assessments shall be allocated among those Units subject to the Joint Committee’s jurisdiction pursuant to the Declarations and/or the Covenant on the same basis as the general assessments as set forth in Exhibit “A”.
7.5. Specific Assessments. The Board shall have the power to levy specific assessments against a particular Unit or Units or an Association Entity, as appropriate, for Persons receiving benefits, items, or services not provided to all Owners. Additionally, the Board shall have the power to levy a specific assessment against a Person whose conduct causes the Joint Committee, in the sole discretion of the Board, to incur expenses to bring the property owned by such Person into compliance with the provisions of the Covenant, the Declarations, any additional covenants applicable to such property, these By-Laws, or the Community-Wide Standard; provided, however, the Board shall give the Person prior written notice and an opportunity for a hearing pursuant to Section 4.20 before levying a specific assessment to cure a conduct related deficiency.
Article VIII Miscellaneous
8.1. Fiscal Year. The fiscal year of the Joint Committee shall be set by Board resolution. In the absence of a resolution, the fiscal year shall commence on June l and terminate on May 3 of each year.
8.2. Parliamentary Rules. Except as may be modified by Board resolution, Robert’s Rules of Order (current edition) shall govern the conduct of Joint Committee proceedings when not in conflict with Arizona law, the Articles of Incorporation, or these By Laws.
8.3. Conflicts. If there are conflicts between the provisions of Arizona law. the Articles of Incorporation, and these By-Laws, the provisions of Arizona law. the Articles of Incorporation, and the By-Laws (in that order) shall prevail. In the event of a conflict between the Declarations and these By-Laws or the Articles, these By-Laws or the Articles shall control.
8.4. Books and Records.
(a) Inspection bv Owners and Mortgagees. The Board shall make the following available for inspection and copying by any Owner, Mortgagee, or the duly authorized representative of any of the foregoing at any reasonable time and for a purpose reasonably related to his or her interest in the Unit: the Articles of Incorporation and By-Laws, including any amendments, rules of the Joint Committee, books of account, and the minutes of meetings of the Board. The Joint Committee shall provide for such inspection to take place at the office of the Joint Committee or at such other place within Estrella Mountain Ranch as the Board may designate.
(b) Rules for Inspection. The Board shall establish reasonable rules with respect
(i) notice to be given to the custodian of the records;
(ii) hours and days of the week when such an inspection may be made; and
(iii) payment of the cost of reproducing copies of documents requested.
(c) Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Joint Committee and the physical properties owned or controlled by the Joint Committee. The right of inspection by a director includes the right to make a copy of relevant documents at the expense of the Joint Committee.
8.5. Notices. Unless otherwise provided in these By-Laws, all notices, demands, bills. statements, or other communications under these By-Laws shall be in writing and shall be deemed to have been duly given i f delivered personally or if sent by United States Mail, first class postage prepaid:
(a) if to an Owner, at his or her address as designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Unit within Estrella Mountain Ranch;
(b) if to an Association Entity, to the address designated by such Association Entity in writing with the Joint Committee, or at the principal office of such Association Entity; and
(c) if to the Joint Committee, the Board, or the managing agent. at the princi pal office of the Joint Committee or the managing agent, i f any, or at such other address as shall be designated by notice in writing by the Secretary.
8.6. Amendment. So long as the Declarant owns any property within Estrella Mountain Ranch, Declarant may unilaterally amend these By-Laws for any purpose. Thereafter. the Declarant may unilaterally amend these By-Laws at any time if such amendment is necessary
(i) to bring any provision into compliance with any applicable governmental statute, rule or regulation, or judicial determination; (ii) to enable any reputable title insurance company to issue title insurance coverage on the Units; (iii) to enable any institutional or governmental lender. purchaser, insurer or guarantor of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to make, purchase, insure or guarantee mortgage loans on the Units; (iv) to enable any governmental agency or reputable private insurance company to insure mortgage loans on the Units; or (v) to satisfy the requirements of any governmental agency.
Thereafter and except as otherwise specifically provided herein. these By-Laws may be amended only upon resolution of the Board approved by at least two-thirds of the directors.
No amendment may remove, revoke, or modify any right or privilege of Declarant or the Declarant without the written consent of Declarant or the assignee of such right or privilege
500 I 0 I/CADocs/Joint Committee/By Estrella JC 050197AWO
Formula for Allocating Assessment Obligations
Assessments shall be allocated among all Units subject to assessment by the Joint Committee based on the owner of “Equivalent Units” assigned to a particular Unit relative to all other Units. The number of Equivalent Units assigned to each Unit is calculated according to the Unit’s use classification as follows:
Use Classification (defined below) Equivalent Units
Single family residential Unit
(attached, detached, and condominium)
• Platted but unimproved
• Improved with certificate of occupancy issued
Multi-family residential Unit
• Studio Apartment
• One Bedroom Apartment
• Two Bedroom Apartment or larger
Non-residential Units shall receive an equivalency allocation for each three acres of land (rounded to the nearest 3 acres), pl us an equivalency allocation for each 1,000 square feet of gross floor area within a structure (defined below) on the Unit (rounded to the nearest 1,000 square feet). The equivalency allocation according to specific non residential uses are as follows:
• General retail, commercial business, or restaurant
• Office Building
• Medical Facility
• Golf Course (land only)
1.50 l.25 l.25
• Hotel room (per room without regard to gross floor area) .75
The Declarant and/or the Joint Committee shall have the right, but not the obligation, to grant exemptions to certain Persons qualifying for tax exempt status under Section 501(c) of the Internal Revenue Code so long as such Persons own a Unit subject to the Covenant for purposes listed in Section 50l (c).
A Unit’s “Use Classification” shall initially be determined by the Declarant at the time of conveyance or commencement of assessments based on the zoning for and intended use of the Property in accordance with the Master Plan. The Declarant shall provide notice to the Joint Committee of the Use Classification of each Unit upon its annexation to the Covenant or a Declaration. Thereafter, the Board shall periodically determine the Use Classification of each Unit based on the sum of actual land uses on the Unit. Unit Owners may make an application to the Board to revise the Use Classification of the Unit if its zoning or use has changed from the previous year, or upon the sale or transfer of the Unit to a new Owner; provided, however, not more than one application may be made per Unit per year. Decisions of the Board shall be final.
A “structure” is an enclosed structure intended for occupancy or other use and for which an initial certificate of occupancy has been issued or which is substantially complete, as determined by a licensed engineer or architect, but shall not include parking lots or parking garages.
The percentage of an assessment to be levied on each Unit sha_l! be computed by multiplying the total amount to be assessed •by a fraction, the numerator of which is the number of Equivalent Units assigned to such Unit (or Association Entity, as applicable), and the denominator of which is the total Equivalent Units assigned to all Units (and Association Entities) subject to assessment by the Joint Committee. The formula is illustrated as follows (The result, “A,” being the assessment to be levied, in dollars, on the particular Unit):
E U’s Assigned to a Particular Unit
x Budget ($) A
Total E U’ s Assigned to All Units Subject to Assessment
The following illustrates application of the formula:
A 200 acre gol f course and resort Unit is subject to assessment by the Joint Committee, which has a clubhouse consisting of a 4,000 square foot restaurant and a 1,500 square foot pro-shop. Included within this single individually owned Unit is a 100 room hotel and a 10,000 square foot conference center situated on 5 acres.
The Unit is assigned 16.25 Equivalent Units for land within the golf course arid related facilities ( 195 divided by 3 X .25 = 16.25), plus 6 Equivalent Units for the restaurant in the clubhouse (4,000 1,000 X 1.5 = 6), plus 3 Equivalent Units for the pro-shop ( 1,500 rounded to 2,000 1,000 X 1.5 = 3). In addition, the Unit is
assigned 1.5 Equivalent Units for the 5 acres of land within the hotel and conference center (5 [rounded to 6] X .75 = 1.50, plus 75 Equivalent Units for the hotel rooms (100 X .75 = 75), plus 15 Equivalent Units for the conference center
( 10,000 + 1,000 X 1.5 = 15), The total number of Equivalent Units for the Unit is
In the case of a condominium containing both commercial Units and residential Units, each commercial Unit shall be deemed to contain that percentage of the total land comprising the common elements of the condominium equal to the commercial Unit’s percentage interest in the common element of the condominium. No land shall be factored into the Equivalent Units for the residential Units.
The Equivalent Units for each Unit or Association Entity shall be computed annually by the Board, and notice of the allocation of Equivalent Units (including a summary of the computations) shall be sent to each Owner or Association Entity with its notice of assessment. Upon annexation of additional property into the jurisdiction of the Joint Committee. the Board shall recompute the assessment allocation at each Unit or Association Entity and send a notice of recomputed percentages to each Owner or Association Entity, as appropriate; however, no adjustments of assessments previously levied or refunds of assessments paid shall be made _to reflect the recomputation.
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of Estrella Joint Committee, Inc. for Estrella Mountain Ranch. an Arizona nonprofit corporation;
That the foregoing By-Laws constitute the original By-Laws of said Joint Committee. as duly adopted at a meeting of the Board of Directors thereof held on the …… day of
ARTICLES Of INCORPORATION
ESTRELLA JOINT COMMITEE. INC.
The Joint Committee shall have perpetual
n Responsibility , and set and en force the Community-Wide Standard f or Estrella;