Villages Community Bylaws
ESTRELLA II COMMUNITY ASSOCIATION
TABLE OF CONTENTS
ARTICLE SECTION PAGE
I. Name, Principal Office, And Definitions 1
1.1. Name 1
1.2. Principal Office I
1.3. Definitions 1
II. Association: Membership, Meetings, Quorum, voting Proxies…… 1
2.1. Membership 1
2.2. Place of Meetings 1
2.3. Annual Meetings I
2.4. Special Meetings 1
2.5. Notice of Meetings 1
2.6. Waiver of Notice 2
2.7. Adjournment of Meetings ‘” 2
2.8. Voting 2
2.9. Proxies 2
2.10. Majority 3
2.11. Quorum 3
2.12. Conduct of Meetings 3
2.13. Action Without a Meeting 3
III. Board of Directors: Number, Powers, Meetings 3
3.1. Governing Body; Composition 3
3.2. Number of Directors 4
3.3. Directors During Class B” Control Period 4
3.4. Nomination and Election Procedures 4
3.5. Election and Term of Office 5
3.6. Removal of Directors and Vacancies 6
3.7. Organizational Meetings 7
3.8. Regular Meetings 7
3.9. Special Meetings 7
3.10. Waiver of Notice 7
3.11. Telephonic Participation in Meetings 7
3.12. Quorum of Board of Directors 7
3.13. Compensation 8
3.14. Conduct of Meetings 8
3.15. Open Meetings 8
3.16. Action Without a Formal Hearing 8
3.18. Duties 8
3.19. Right of Class “8” Member to Disapprove Actions l0
3.20. Management 11
3.21. Accounts and Reports 11
3.22. Borrowing 12
3.23. Right to Con tract 12
3.24. Enforce ent Procedures 12
4.2. Election and Term of Office 14
4.3. Removalof Directors and Vacancies 14
4.4. Powers and Duties 14
4.5. Resignation 14
4.6. Agreements. Contracts. Deeds. Leases. Checks. Etc 14-
4.7. Compensation 14
V. Committees 14
5. 1. General 14
5.2. Covenants Committee 14
5.3. Neighborhood Committees 14
VII. Miscellaneous 15
6.1. Fiscal year 15
6.2. Parliamentary Rules 15
6.3. Conf1icts 15
6.4. Books and Records 15
6.5. Notices 16
6.6. Arnendment 16
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ESTRELLA II COMMUNITY ASSOCIATION
Name, Principal Office, and Definitions
1.1. Name. The name of the corporation is Estrella II Community Association (the
1.2. Principal Office. The principal office of the Association shall be located in Maricopa County. Arizona. The Association 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 Association may require.
1.3. Definitions. The words used In these By-Laws shall be given their normal, commonly understood definitions. Capitalized terms shall have the same meaning as set forth in that certain Declaration of Protective Covenants and Restrictions for Estrella II filed in the Public Records. as it may be amended (the “Declaration”), unless the context indicates otherwise.
Association: Memhership, Meetings, Quorum, Voting, Proxies
2.1. Membership. The Association shall have two classes of membership, Class “.’,” and Class “8.” as more fully set forth in the Declaration. the terms of which pertaining to membership arc incorporated by this reference.
2.2. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as the Board may designate. either within the Properties or as convenient as possible and practical.
2.3. Annual Meetings. The first meeting of the Association. whether a regular or special meeting. shall be held within one year from the date or incorporation of the Association. Meetings shall
be of the Voting Members. Subsequent regular annual meetings shall be set by the Board so as to occur during the third quarter of the Association’s fiscal year on a date and at a time set by the Board.
2.4. Special Meetings. The President may call special meetings. In addition. it shall be the duty of the President to call a special meeting if so directed by resolution of the Board or upon a petition signed by Voting Members representing at least 10% of the total Class” A” votes of the Association.
2.5. Notice of Meetings. Written or printed notice stating the place. day. and hour of an:
meeting of the Voting Members shal! be delivered. either personally or by mail. to each Voting Member
entitled to vote at such meeting, not less than 10 nor more than 50 days before the date of such meeting. by or at the direction of the President or the Secretary or the officers or persons calling the meeting.
In the case of a special meeting or when otherwise required by statute or these By-Laws. the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice.
If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Voting Member at his address as it appears on the records of the Association, with postage prepaid.
2.6. Waiver of Notice. Waiver of notice of a meeting of the Voting Members shall be deemed the equivalent of proper notice. Any Voting Member may, in writing, waive notice of any meeting of the Voting Members. either before or after such meeting. Attendance at a meeting by a Voting Member shall be deemed wai ver by such Voting Member of notice of the time. date. and place thereof, unless such Voting Member specifically objects to lack of proper notice at the time the meeting
is called to order. Attendance at a special meeting also shall be deemed waiver of notice of all business transacted at such meeting unless an objection on the basis of lack of proper notice is raised before the business is put to a vote.
2.7. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present. a majority of the Voting Members who are present at such meeting may adjourn the meeting to a time not less than five nor more than 30 days from the time the original meeting was called. At the reconvened meeting. if a quorum is present. any business may be transacted which might have been transacted at the meeting originally called. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a nevv date I”; fixed for reconvening the meeting alter adjournment. notice of the time and place for reconvening the meeting shall be given to Voting Members in the manner prescribed for regular meetings.
The Voting Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment. notwithstanding the withdrawal of enough Voting Members to leave less than a quorum. provided that any action taken is approved by at least a majority of the votes required to constitute a quorum.
2.8. Voting. The voting rights of the Members shall be as set forth in the Declaration and in these By-Laws. and such \ oting rights provisions are specifically incorporated by this reference,
2.9. Proxies. Voting Members may not vote by proxy but only in person or through their designated alternates; provided, however. any Voting Member who is only entitled to cast the voters) for his 0\\’11 Unit(s) pursuant to Section 6.4(b) of the Declaration may cast such vote in person or by proxy until such time as the Board first calls for election of a Voting Member to represent the Neighborhood of which the Unit is a part. On any matter as to which a Member is entitled to personally cast the vote for his unit. such vote may be cast in person or by proxy, subject to the limitations of Anzona law relating to use of general proxies and subject to any specific provision to the contrary in the Declaration or these By-Laws. Every proxy shall be in writing specifying the Unit for which it is given.
signed by the Member or his duly authorized attorney-in-fact, dated. and filed with the Secretary of the Association prior to the meeting for which it is to be effective. Unless otherwise specifically provided in the proxy, a proxy shall be presumed to cover all votes which the Member giving such proxy is entitled to cast, and in the event of any conflict between two or more proxies purporting to cover the same voting rights, the later dated proxy’ shall prevail. or if dated as of the same date, both shall be deemed invalid. Every proxy shall be revocable and shall automatically cease upon conveyance of any Unit for which it was given, upon receipt by the Secretary of written notice of revocation of the proxy or of the death or judicially declared incompetence of a Member who is a natural person. or eleven months from the date of the proxy, unless a shorter period is specified in the proxy.
2.10. Majoritv. As used in these By-Laws, the term “majority” shall mean those votes. Owners, or other group as the context may indicate totaling more than 50% of the total eligible number.
2.11. Quorum. Except as otherwise provided in these By-Laws or in the Declaration, the presence of Voting Members representing a majority of the total Class “A” votes in the Association shall constitute a quorum at all meetings of the Association. Until such time as Voting Members are established, the presence in person or by proxy of 20% of the Class “A” Members shall constitute a quorum at all meetings of the Association.
2.12. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meetings and record in a minute book all resolutions adopted and all other transactions occurring at such meetings.
2.13. Action Without a Meeting. Any action required or permitted by law to be taken at a meeting of the Voting Members may be taken without a meeting, without prior notice and without a vote if written consent specifically authorizing the proposed action is signed by Voting Members
holding at least the minimum number or votes necessary to authorize such action at a meeting if all
Voting Members entitled to vote thereon were present. Such consents shall be signed within 60 days
after receipt of the earliest dated consent.dated and delivered to the Association at its principal place of business in the State of Arizona. Such consents shall be tiled with the minutes of the Association. and
shall have the same force and effect as a vote or the Voting Members at a meeting. Within 10 days after
receiving authorization for any action by written consent. The Secretary shall give written notice to all
Voting Members entitled to vote who did not give their written consent. fairly summarizing the material features of the authorized action.
Board of Directors: Number. Powers, Meetings
A. Composition and Selection.
3.1. Governing 8od\’: Composition. The affairs of the Association shall be governed by a Board of Directors. each of whom shall have one equal vote. Except with respect to directors appointed by the Class “B” Member. The directors shall be Members or residents: provided. however. no Owner and resident representing the same unit may serve on the Board at the same time. A “resident” shall be any natural person 18 years of age or older whose principal residence is a Unit withinthe
Properties. In the case of a Member which is not a natural person, any officer. director, partner or trust officer of such Member shall be eligible to serve as a director unless otherwise specified by written notice to the Association signed by such Member: provided. no Member may have more than one such representative on the Board at a time. except in the case of directors appointed by the Class “8” Member.
3.2. Number of Directors. The Board shall consist of three to seven directors. as provided in Sections 3.3 and 3.5 below. The initial Board shall consist of three directors as identified in the Articles of Incorporation.
3.3. Directors Durina Class “8” Control Period. Subject to the provisions of Section 3.5, the directors shall be selected hy the Class “8” Member acting in its sole discretion and shall serve at the pleasure of the Class “B” \kmo”:T until the first to occur of the following:
(a) when 75% of the total number of Units proposed by the Master Plan for the property described on Exhibits “A” and “8” of the Declaration have certificates of occupancy issued thereon and have been conveyed to Persons other than Builders;
(b) December 3 I, 2021 : or
(c) when. in its discretion, the Class “B” Member so determines.
3.4. Nomination and Eb:tion Procedures.
(a) Nominations and Declar:1tions of Candidacy. Prior to each election of directors. the Board shall prescribe the opening date and the closing date of a reasonable filing period in which each and every eligible person who has a bona-ride interest in serving as a director may tile as a candidate for any position to be filled by Class” X’ votes, The Board shall also establish such other rules and regulations as it deems appropriate to conduct the nomination of directors in a fair, efficient and cost effective manner.
Except with respect to directors selected by the Class “B” Member. nominations for election to the Board may also be made by a Nominating Committee. The Nominating Committee, if any, shall consist of a Chairman. who shall be a member of the Board, and three or more Members or representatives of Members, with at least one representativ e from each Voting Group. The members of the Nominating Committee shall be appointed by the Board not less than 30 days prior to each annual meeting to serve a term of one year and until their successors are appointed. and such appointment shall be announced in the notice of each election.
The Nominating Committee may make as many nominations for election to the Board as it shall in its discretion determine. The Nominating Committee shall nominate separate slates for the directors, if any, to be elected at large by all Class “A” votes. and for the director(s) to be elected by the votes within each Voting Group. In making its nominations. the Nominating Committing shall use reasonable efforts to nominate candidates representing the diversity which exists within the pool of
Each candidate shall be given a reasonable, uniform opportunity to communicate his or her qualifications to the Members and to solicit votes.
(b) Election Procedures. Each Voting Member may cast all votes assigned to the Units which it represents for each position to be filled from the slate of candidates on which such Voting Member is entitled to vote. There shall be no cumulative voting. That number of candidates equal I~I the number of positions to be tilled receiving the greatest number of votes shall be elected. Directors may be elected to serve any number of consecutive terms.
3.5. Election and Term of Office. Notwithstanding any other provision of these By-
(a) Within 30 days after the lime that Class “A” Members other than Builders own 25°” of the Units proposed by the Master Plan for the property described in Exhibits “A” and “B” of the Declaration, or whenever the Class “B” Member earlier determines. the President shall call for an election by which the Voting Members shall be entitled to elect one of the three directors. who shall be an at-large director. The remaining two directors shall be appointees of the Class “B” Member. The director elected by the Voting Members shall not be subject to removal by the Class “B” Member and shall be elected for a term of two years or until the happening of the event described in subsection (b). whichever is shorter. If such director’s term expires prior to the happening of the event described in subsection (b), a successor shall be elected for a like term.
(b) Within 30 days after the time that Class “A” Members other than 8uilders own 50% of the Units proposed by the Master Plan for the property described in Exhibits “A” and “B” of the Declaration. or whenever the Class “B” Member curlier determines, the Board shall be increased to five directors. The President shall call for an election by which the Voting Members shall be entitled to elect two of the five directors, who shall serve as at-large directors. The remaining three directors shall be appointees of the Class “B” Member. The directors elected by the Voting Members shall not be subject to removal by the Class “B” Member and shall be elected for a term of two years or until the happening of the event described in subsection (c) below. whichever is shorter. If such directors’ terms expire prior to the happening of the event described in subsection (c) below. successors shall be elected for a like term.
(c) Within 90 days after termination of the Class “B” Control Period, the President shall call for an election by which the Voting Members shall be entitled to elect three of the five directors. who shall serve as at-large directors. The remaining two directors shall be appointees of the Class “B” Member. The directors elected by the Voting members shall not be subject to removal by the Class “B”‘ Member and shall serve until the first annual meeting following the termination of the Class “B” Control Period. If such annual meeting IS scheduled to occur within 90 days after termination of the Class “B” Control Period. this subsection shall not apply and directors shall be elected in accordance with subsection (d) below.
(d) Not later than the first annual meeting after the termination of the Class “B” Control
Period. the Board shall be increased to seven directors and In election shall be held. Six directors shall
be elected by the Voting Members. with an equal number of directors elected by the Voting Members representing each Voting Group and any remaining directorships filled at large by the vote of all Voting Members. Three directors shall serve a term of two years and three directors shall serve a term of one year. as such directors determine among themselves.
Until termination of the Class “B” membership. the Class “B” Member shall be entitled to appoint one director. Upon termination of the Class “B” membership, the director elected by the Class “B” Member shall resign and the remaining directors shall be entitled to appoint a director to serve until the next annual meeting. at which time the Voting Members shall be entitled to elect a director to fill such position. Such director shall be elected for a term of two years.
Upon the expiration of the term of office of each director elected by the Voting Members. the Voting Members entitled to elect such director shall be entitled to elect a successor to serve a term of two years. The directors elected by the Voting Members shall hold office until their respective successors have been elected.
3.6. Removal of Directors and Vacancies. Any director elected by the Voting Members may be removed, with or without cause, by the vote of Voting Members holding a majority of the votes entitled to be cast for the election of such director. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose. Upon removal of a director, a successor shall be elected by the Voting Members entitled to elect the director so removed to fill the vacancy for the remainder of the term of such director.
Any director elected by the Voting Members who has three consecutive unexcused absences from Board meetings, or who is more than 30 days delinquent (or is the representative of a Member
who is so delinquent) in the payment or any assessment or other charge due the Association. may be
removed by a majority of the directors present at a regular or special meeting at which a quorum is present. and the Board may appoint a successor to fill the vacancy for the remainder of the term.
In the event of the death. disability, or resignation of a director, the Board may declare J vacancy and appoint a successor to till the vacancy until the next annual meeting, at which time the Voting Members entitled to fill such directorship may elect a successor for the remainder of the term.
Any director which the Board appoints shall be selected from among Members within the
Voting Group represented by the director who vacated the position.
This Section shall not apply to directors appointed by the Class “8” Member nor to any director serving as a representative of the Declarant. The Class “8” Member or the Declarant shall be entitled to appoint a successor to till any vacancy on the Board resulting from the death. disability or resignation of a director appointed by or elected as a representative of the Class “8” Member or the Declarant.
3.7. Organizational Meetings. The first meeting of the Board following each annual meeting of the membership shall be held within 10 days thereafter at such time and place the Board shall fix.
3.8. Regular Meetings. Regular meetings of the Board may be held at such time and place a majority of the directors shall determine. but at least four such meetings shall be held during each fiscal year with at least one per quarter. Notice of the time and place of a regular 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.
3.9. Special Meettngs Special meetings of the Board shall be held when called b: written notice signed by the President or Vice President 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: (a) personal delivery; (b) first class mail.postage prepaid: (c) 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) facsimile, computer, fiberoptics or such other communication device. All such notices shall be given at the director’s telephone number. fax number. electronic mail number, or sent to the director’s address as shown on the records of the Association. Notices of special meetings of the Board shall be posted in a prominent place within the Properties. 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. Of other device shall be delivered or transmitted at least 72 hours before the time set for the meeting.
3.10. 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 also shall be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
3.11. Telephonic Participation in Meetings. Members of the Board or any committee designated by the Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment. by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
3.12. 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, and the votes of a majority of the directors present at a meeting at which J. quorum is present shall constitute the decision of the Board. unless otherwise specifically provided in these By-Laws or the Declaration. A meeting at which a
quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
If any meeting of the Board cannot be held because a quorum is not present, a majority of the directors
present at such meeting may adjourn the meeting to a time not less than five nor more than 30 days from the date of the original meeting. At the reconvened meeting, if a quorum is present. any business which might have been transacted at the meeting originally called may be transacted without further notice.
3.13. Compensation. Directors shall not receive any compensation from the Association for acting as such unless approved by Voting Members representing a majority of the total Class” A” votes in the Association at a regular or special meeting of the Association. Any director may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the other directors. Nothing herein shall prohibit the Association from compensating a director. or any entity with which a director is affiliated. for services or supplies furnished to the Association in a capacity other than as a director pursuant to a contract or agreement with the Association. 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 the Board of Directors. excluding the interested director.
3.14. 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.
3.15. Open Meetings. Subject to the provisions of Section 3.16. all meetings of the Board shall be open to all Voting Members and. if required by law. all Owners. but attendees other than directors may not participate in any discussion or deliberation unless permission to speak is requested on their 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, and may exclude persons other than directors. to discuss matters of a sensitive nature, such as pending or threatened litigation. personnel matters, etc.
3.16. Action Without a Formal Meetings. 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 it’ a consent in writing, setting forth the action so taken. is signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote.
C. Powers and Duties.
3.17. Powers. The Board of Directors shall have all of the powers and duties necessary for the administration of the Association’s affairs and for performing all responsibilities and exercising all rights of the Association as set forth in the Declaration. these By-Laws. the Articles, and as provided by law. The Board may do or cause to be done all acts and things which the Declaration, Articles. these By-Laws, or Arizona law do not direct to be done and exercised exclusively by the Voting Members or the membership generally.
3.18. Duties, The duties of the Board shall include, without limitation:
(a) preparing and adopting, in accordance with the Declaration, an annual budget establishing each Owner’s share of the Common Expenses and any Neighborhood Expenses;
(b) levying and collecting such assessments from the Owners;
(c) providing for the operation. care. upkeep. and maintenance of the Area of Common
(d) designating, hiring. and dismissing the personnel necessary to carry out the rights and responsibilities of the Association 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;
(e) depositing all funds received on behalf of the Association in a bank depository which it shall approve. and using such funds to operate the Association; provided, any reserve funds may be deposited, in the directors’ best business judgment. in depositories other than banks;
(f) making and amending use restrictions and rules in accordance with the Declaration: (g) opening of bank accounts on behalf of the Association and designating the
(h) making or contracting for the making of repairs. additions. and improvements to or
alterations of the Common Area in accordance with the Declaration and these By-Laws;
(i) enforcing by legal means the provisions of the Declaration. these By-Laws, and the rules adopted by it and bringing any proceedings which may be instituted on behalf of or against the Owners concerning the Association: provided. the Association shall not be obligated to take action to enforce any covenant, restriction or rule which the Board in the exercise of its business judgment 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;
U) obtaining and carrying property and liability insurance and fidelity bonds. as provided in the Declaration, paying the cost thereof. and filing and adjusting claims, as appropriate:
(k) paying the cost of all services rendered to the Association;
(I) keeping books with detailed accounts of the receipts and expenditures of the
(m) making available to any prospective purchaser of a Unit. any Owner. and the
holders. insurers. and guarantors of any Mortgage on any unit. current copies of the Declaration. the
Articles of Incorporation. the By-Laws. rules and all other books. records. and financial statements of the Association as provided in Section 6.4:
(n) permitting utility suppliers to use portions of the Common Area reasonably
necessary to the ongoing development or operation of the Properties;
(0) indemnifying a director. officer or committee member. or former director, officer or committee member of the Association to the extent such indemnity is required by Arizona law, the: Articles of Incorporation or the Declaration;
(p) assisting in the resolution of disputes between owners and others without litigation. as set forth in the Declaration; and
(q) cooperating with the Joint Committee in establishing its share of liability for the Joint Committee and carrying out its purposes and responsibilities under the Covenant to Share Costs and the Joint Committee By-Laws.
3.19. Right of Class “B” Member to Disapprove Actions. So long as the Class “B” membership exists, the Class “8” Member shall have a right to disapprove any action. policy or program of the Association. the Board and any committee which. in the sole judgment of the Class “8” Member, would tend to impair rights of the Declarant or builders under the Declaration or these By Laws. or interfere with development or construction of any portion of the Properties. or diminish the level of services being provided by the Association.
(a) The Class “8” Member shall be given written notice of all meetings and proposed actions approved at meetings (or by written consent in lieu of a meeting) of the Association. the Board or any committee. 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 Association. which notice complies as to the Board meetings with Sections 22.214.171.124.3.10. and 3.11 and which notice shall. except in the case of the regular meetings held pursuant to the By-Laws. set forth with reasonable particularity the agenda to be followed at such meeting; and
(b) The Class “8” Member shall be given the opportunity at any such meeting to join in or to have its representatives or agents join in discussion from the floor of any prospective action. policy. or program which would be subject to the right of disapproval set forth herein.
No action. policy or program subject to the right of disapproval set forth herein shall become effective or be implemented until and unless the requirements of subsections (a) and (b) above have been met.
The Class “8” Member, its representatives or agents shall make its concerns. thoughts. and suggestions known to the Board and/or the members of the subject committee. The Class “B” Member. acting through any officer or 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 01′ a meeting. at any time within 10 days
following receipt of written notice of the proposed action. This right to disapprove may be used to block proposed actions but shall not include a right to require any action or counteraction on behalf of
committee. or the Board or the Association. The Class “B” Member shall not use its rig-ht to’
disapprove to reduce the level of services which the Association is obligated to provide or to prevent
capital repairs or any expenditure required to comply with applicable laws and regulations.
3.20. Management. The Board may employ for the Association 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 such powers as are necessary to perform the manager’s assigned duties. but shall not delegate policymaking authority or those duties set forth in Sections 3.18(a), 3.18(b), 3.18(f), 3.18(g) and 3.18(i). The Declarant or an affiliate of the Declarant, or the Joint Committee may be employed as managing agent or manager.
The Board of Directors may delegate to one of its members the authority to act on behalf of the Board on all matters relating to the duties of the managing agent or manager. if any. which might arise between meetings of the Board.
3.21. 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 principles. shall be
(b) accounting and controls should conform to generally accepted accounting
(c) cash accounts of the Association shall not be commingled with any other accounts:
(d) no remuneration shall be accepted by the managing agent from vendors. independent contractors. or others providing goods or services to the Association. whether in the form of commissions. finder’s fees. service fees. prizes. gifts. or otherwise: any thing of value received shall benefit the Association;
(e) any financial or other interest which the managing agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors;
(f) commencing at the end of the quarter in which the first Unit is sold and closed. financial reports shall be prepared for the Association at least quarterly containing:
(i) an income statement reflecting all income and expense activity for the preceding period on an accrual basis;
(ii) a statement reflecting all cash receipts and disbursements for the preceding
(iii) a variance report reflecting the status of all accounts in an “actual” versus
“approved” budget format;
(iv) a balance sheet as of the last day of the preceding period; and
(v) a delinquency report listing all Owners who are delinquent in paying any assessments at the time of the report and describing the status of any action to collect such assessments which remain delinquent (any assessment or installment thereof shall be considered to be delinquent on the 15th day following the due date unless otherwise specified by Board resolution); and
(g) an annual report consisting of at least the following shall be made available to all Members 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 annual report shall be prepared on an audited. reviewed. or compiled basis, as the Board determines. by an independent public accountant: provided. upon written request of any holder, guarantor or insurer of any first Mortgage on a Unit, the Association shall provide an audited financial statement.
3.22. Borrowing. The Association shall have the power to borrow money for any legal purpose: provided, the Board shall obtain Voting Member approval in the same manner provided In Section 8.4 of the Declaration for Special Assessments if the proposed borrowing is for the purpose of making discretionary capital improvements and the total amount of such borrowing, together with all other debt incurred within the previous 12-l11onthperiod. exceeds or would exceed 25′!/o of the budgeted gross expenses of the Association for that fiscal year. During the Class “B” Control Period. no Mortgage lien shall be placed on any portion of the Common Area without the affirmative vote or written consent, or any combination thereof. of Voting Members representing at least 67% of the total Class “A” votes in the Association and the approval of the U.S. Department of Housing and Urban Development or the U.S. Department of Veterans Affairs, if either such agency is insunng or guaranteeing the mortgage on any Unit.
3.23. Right to Contract Theassociation 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 trusts, condominiums. cooperatives, or Neighborhood and other owners or residents associations, within and outside the Properties; provided, any common management agreement shall require the consent of a majority of the total number of directors of the Association.
3.24. Enforcement Procedures. Prior to exercising certain enforcement rights set forth in Section 7.4 of the Declaration and taking other actions specified in the Governing Documents. the Association shall comply with the following notice and hearing procedures:
(a) Notice. Prior to imposition of certain sanctions specified in the Governing Documents which require notice. the Board or its delegate shall serve the alleged \ violator itten notice describing (i) the nature of the alleged violation. (ii) 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 to the Board or the Covenants Committee. if one has been appointed pursuant to Article V; and
(iv) a statement that the proposed sanction shall be imposed as contained In the notice unless a challenge is begun within 1a days of the notice.
If a timely challenge is not made. the sanction stated in the notice shall be imposed; provided the Board or Covenants Committee may. but shall not be obligated to, suspend any proposed sanction if the violation is cured within the lO-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.
(b) Hearing. If a hearing is requested within the allotted I a-day period, the hearing shall be held before the Covenants Committee. or if none has been appointed. then before the Board in executive session. The alleged violator shall be afforded a reasonable opportunity to be heard.
Prior to the effectiveness of any sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if 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 requirement shall be deemed satisfied if the alleged violator or its representative appears at the meeting. The minutes of the meeting shall contain a written statement or the results of the hearing and the sanction. if any. imposed.
(c) Appeal. Following a hearing before the Covenants Committee, the violator shall have the right to appeal the decision to the Board of Directors. To exercise this right, a written notice of appeal must be received by the manager. President. or Secretary of the Association within I a days after the hearing date.
Notwithstanding anything to the contrary in this Section, the Board may elect to enforce the Governing Documents by certain sanctions set forth in Section 7.4 of the Declaration, including 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 procedure set forth above. In any such action, to the maximum extent permissible, the Owner or occupant responsible tor the violation shall pay all costs, including reasonable attorney’s fees actually incurred.
Article IV Officers
4. I. Officers. The officers of the Association shall be a President, Vice President. Secretary, and Treasurer. The President and Secretary shall be elected from among the members of the Board: other officers may. but need not be members of 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 h:1VC such authority and perform such duties as the Board prescribes Any two or more offices m::J.Ybe held by the same person. except the offices of President and Secretary The Board may also be allowed to recommend or appoint one or more representatives to serve on the board of directors of the Joint Committee as provided in the Joint Committee By-Laws,
4.2. Election and Term of Office. The Board shall elect the officers of the Association
at the first meeting of the Board following each annual meeting of the Voting Members. to serve until
their successors are elected.
4.3. Removal and Vacancies. The Board may remove any officer whenever in its judgment the best interests of the Association will be served. and may fill any vacancy in any office arising because of death, resignation, removal. or otherwise. for the unexpired portion of the term.
4.4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices. as well as such powers and duties as may specifically be conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Association. The Treasurer shall have primary responsibility for the preparation
of the budget as provided for in the Declaration and may delegate all or part of the preparation and
notification duties to a finance committee. management agent. or both.
4.5. Resignation. Any officer may resign at any time by givmg 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.
4.6. Agreements. Contracts. Deeds. Leases. Checks. Etc. All agreements. contracts. deeds. leases, checks. and other instruments of the Association shall be executed by at least two officers or by such other person or persons as may be designated by Board resolution.
4.7. Compensation. Compensation of officers shall be subject to the same limitations as compensation of directors under Section 3. I 3.
5.1. General. The Board may appoint such committees as it 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.
5.2. Covenants Committee. In addition to any other committees which the Board may establish pursuant to Section 5.1. the Board may appoint a Covenants Committee consisting of at least three and no more than seven Members. Acting in accordance with the provisions of the Governing Documents. the Covenants Committee, if established, shall be the hearing tribunal of the Association and shall conduct all hearings held pursuant to Section 3.24 of these By-Laws.
5.3. Neighborhood Committees. In addition to any other committees appointed as provided above. each Neighborhood which has no formal organizational structure or association may elect a Neighborhood Committee to determine the nature and extent of services. if any. to be provided to the Neighborhood by the Association in addition to those provided to all Members of the Association
in accordance with the Declaration. A Neighborhood Committee may advise the Board on any other issue, but shall not have the authority to bind the Board. Such Neighborhood Committees, if elected. shall consist of three to five Members, as determined by the vote of at least 51% of the Owners of Units within the Neighborhood.
Neighborhood Committee members shall be elected for a term of one year or until their successors are elected. Any director elected to the Board of Directors from a Neighborhood shall be an ex officio member of the Neighborhood Committee. The Voting Member representing such Neighborhood shall be the chairperson of the Neighborhood Committee. shall preside at its meetings. and shall be responsible for transmitting any and all communications to the Board.
In the conduct of its duties and responsibilities, each Neighborhood Committee shall abide by the notice and quorum requirements applicable to the Board under Sections 3.8,3.9,3.10. and 3.11. Meetings of a Neighborhood Committee shall be open to all Owners of Units in the Neighborhood and their representatives. Members of a Neighborhood Committee may act by unanimous written consent in lieu of a meeting.
6.1. Fiscal Year. The fiscal
.year of the Association shall be June I SI to Mav. 3151 unless
the Board establishes a different fiscal year by resolution.
6.2. Parliamentarv Rules. Except as may be modified by Board resolution. Robert’s Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Arizona law, the Articles of Incorporation. the Declaration. or these By-Laws.
6.3. Conflicts. If there are conflicts between the provisions of Arizona law. the Articles of Incorporation, the Declaration. and these By-Laws. the provisions of Arizona law. the Declaration. the Articles of Incorporation, and the By-Laws (in that order) shall prevail.
6.4. Books and Records.
(a) Inspection bv Members and Mortzazees. The Board shall make available for inspection and copying by any holder, insurer or guarantor of a first Mortgage on a Unit. any Member. or the duly appointed representative of any of the foregoing at any reasonable time and for a purpose reasonably related to his or her interest in a Unit: the Declaration, Bv-Laws, and Articles of Incorporation. including any amendments. the rules of the Association. the membership register. books of account. and the minutes of meetings of the Mernbers. the Board. and committees. The Board shall provide for such inspection to take place at the office of the Association or at such other place within the Properties as the Board shall designate.
(b) Rules for Inspection. The Board shall establish rules with respect to:
(i) notice to be given to the custodian of the records:
hours and days of the week when such an inspection
may be made:
(iii) payment of the cost of reproducing documents requested.
(c) Inspection bv Directors. Every director shall have the absolute right at any reasonable time to inspect all books. records. and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the! right to make a copy of relevant documents at the expense of the Association.
6.5. Notices. Except as otherwise provided in the Declaration or these By-Laws. all notices, demands, bills, statements, or other communications under the Declaration or these By-Laws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States mail, first class postage prepaid:
(a) if to a Member or Voting Member. at the address which the Member or Voting Member has designated in writing and filed with the Secretary or. if no such address has been designated, at the address of the Unit of such Member or Voting Member; or
(b) if to the Association, the Board. or the managing agent, at the principal office of the Association or the managing agent or at such other address as shall be designated by notice in writing to the Members pursuant to this Section.
(a) By Class “B” Member. During the Class “B” Membership and subject to the approval requirements set forth in Article XVI of the Declaration. if applicable. the Class “B” Member may unilaterally amend these By-Laws. Additionally, the Class “B” Member may unilaterally amend these By-Laws at any time and from time to 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; or (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: provided, however, any such amendment shall not adversely affect the title to any Unit unless the Owner shall consent thereto in writing.
(b) Bv Members Generally, Except as provided above. these By-Laws may be amended only by the affirmative vote or written consent. or any combination thereof. of Voting Members representing 51% of the total Class “,-\” votes in the Association. and the consent of the Class “B” Member. if such exists, In addition. the approval requirements set forth in Article XVI of the Declaration shall be met. if applicable, :\ot\\ithstanJing the above. the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.
(c) Validity and Effective Date of Amendments. Amendments to these By-Laws shall become effective upon recordation in the Public Records. unless a later effective date is specified therein. Any procedural challenge to an amendment must be made within six months of its recordation or such amendment shall be presumed to have been validly adopted. In no event shall a change of conditions or circumstances operate to amend any provisions of these By-Laws.
No amendment to these By-Laws which materially affects the rights or interests of the Joint
Committee shall be valid or effective unless and until approved in writing by the loint Committee.
No amendment may remove, revoke. or modify any right or privilege of the Declarant or the Class “B” Member without the written consent of the Declarant, the Class “B” Member, or the assignee of such right or privilege.
8ylaws\500 I\CADocs\RanchoEstrella\ 122195\A WO
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of Estrella II Community Association. an
Arizona nonprofit corporation;
That the foregoing By-Laws constitute the original By-Laws of said Association. as duly
adopted at a meeting of the Board of Directors thereof held on the 31)-1 day of May 1996