TABLE OF CONTENTS
ARTICLE 3. MEMBERS
MEETINGS
ARTICLE 4.
BOARD OF DIRECTORS: SELECTION, TERM OF
OFFICE
ARTICLE 5. NOMINATION
AND ELECTION OF DIRECTORS
ARTICLE 6. MEETINGS OF
DIRECTORS
ARTICLE 7. OFFICERS AND
THEIR DUTIES
ARTICLE 8.
COMMITTEES
ARTICLE 9. BOOKS AND
RECORDS
ARTICLE 10.
AMENDMENTS
ARTICLE 11.
MISCELLANEOUS
1.1. The name of the association is SUN RIDGE EAST
OWNERS ASSOCIATION ("Association"). The principal office of the
Association shall be in El Dorado County, California.
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2.1. The definitions contained in the Declaration of
Covenants, Conditions, and Restrictions of Shadow Hawk (herein
referred to as the "Declaration") are applicable to the Property and
are incorporated herein by reference. The Declaration recorded on
December 24, 1997, as Book 5064, page 538, Instrument No. 65814 of
the Official Records of El Dorado County, California.
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The first meeting of the members, whether a regular
or special meeting, shall be held as soon as reasonably practicable,
but in no event later than 6 months after the close of escrow on the
sale of the first Lot in the Project. The next annual meeting shall
be set by the Board so as to occur no later than 150 days after the
close of the Association's fiscal year. Subsequent regular annual
meetings of the members shall be held within 30 days of the same day
of the same month of each year thereafter, at the hour of 7:00p.m.
If the day for the annual meeting of the members is a legal holiday,
the meeting will be held at the same hour on the first day
following, which is not a legal holiday (excluding Saturday and
Sunday).
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A special meeting of the members of the Association
shall be promptly scheduled by the governing body in response
to:
a. The vote of the governing body itself, or
b. Written request for a special meeting signed by
members representing at least
5% of the total voting power of the
Association.
c. Such special meeting shall be held at a time
fixed by the Board not less than 35 nor more than 90 days after
receipt of the request.
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Written notice of each meeting of the members shall
be given to members by, or at the direction of, the secretary or
person authorized to call the meeting, by mailing a copy of such
notice, postage prepaid, at least 10 days but not more than 90 days
before the date of such meeting at which members are required or
permitted to take any action. The notice shall be sent to each first
mortgagee requesting notice and to each member, addressed to the
member's address last appearing on the books of the Association, or
supplied by such member to the Association for the purpose of
notice. Such notice shall specify the place, day and hour of the
meeting, and, in the case of a special meeting, the nature of the
business to be transacted, and that no other business may be
transacted. In the case of a regular meeting, such notice shall
include those matters which the Board, at the time the notice is
given, intends to present for action by the Members, however, any
proper matter may be presented at a regular meeting for such action.
The notice of any meeting at which a Director is to be elected shall
include the names of all nominees at the time the notice is given.
The Board shall specify the meeting place, which shall be held
within the Project or as close thereto as reasonably possible.
Unless unusual conditions exist, members meetings shall not be held
outside of the county in which the Project is situated.
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The presence either in person or by proxy, at any
meeting, of members entitled to cast at least a majority of the
votes of members, shall constitute a quorum for any action except as
otherwise provided in the Articles, the Declaration, or these
Bylaws. The 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 members to
leave less than a quorum. This Section and the Section below,
"Adjourned Meetings" do not apply to the quorum requirements for the
imposition of regular and special assessments. Said quorum
requirements are set forth in Article 7 of the Declaration.
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If a quorum shall not be present or represented at
any meeting, a majority of the members entitled to vote thereat may,
unless otherwise provided by law, adjourn the meeting to a time not
less than five (5) days nor more than thirty (30) days from the
original meeting date, at which meeting the quorum requirements
shall be at least 33-1/3% of the total voting power of the
Association. If a time and place for the adjourned meeting is not
fixed by those in attendance at the original meeting, or if for any
reason a new date is fixed for the adjourned meeting after
adjournment, notice of the time and place of the adjourned meeting
shall be given to the members as set forth in this Article for
regular meetings.
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At all meetings of members, each member may vote in
person or by proxy. All proxies shall be in writing and filed with
the secretary before the appointed time of each meeting. Except for
an irrevocable proxy permitted by Corporations Code Section 7613(d),
every proxy shall be revocable and shall automatically cease upon
conveyance by the member of his Lot, or upon receipt of notice by
the secretary of the Board of the death or judicially declared
incompetence of such member prior to the counting of the vote. No
proxy shall be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy, except that the
maximum term of any proxy, other than an irrevocable proxy permitted
by Corporations Code Section 7613(d), shall be three years from the
date of execution. Any form of proxy or written ballot distributed
by any person to the membership of the Association shall afford the
opportunity to specify a choice between approval and disapproval of
each matter or group of matters to be acted upon, except it shall
not be mandatory that a candidate for election to the governing body
be named in the proxy or written ballot. The proxy or written ballot
shall provide that, where the member specifies a choice, the vote
shall be cast in accordance with that choice. The proxy shall also
identify the person or persons authorized to exercise the proxy and
the length of time it will be valid.
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The Association shall have two classes of voting
members:
Class A. Class A members shall be all Owners except
Declarant and shall be entitled to one vote for each Lot owned. When
more than one person or entity owns a Lot, all such persons and
entities shall be members and the vote for such Lot shall be
exercised as they among themselves determine, but in no event shall
more than one vote be cast with respect to any Lot.
Class B. The Class B member shall be the Declarant
and shall be entitled to three (3) votes for each Lot owned.
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The Class B membership shall be irreversibly
converted to Class A membership when the total votes outstanding in
the Class A membership equal the total votes outstanding in the
Class B member.
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Any action which may be taken by the vote of members
at a regular or special meeting, other than the election of
Directors where cumulative voting is required, may be taken without
a meeting if done in compliance with Corporations Code Section 7513.
If an action is taken without a meeting, the Board shall distribute
a written ballot to every member entitled to vote on the matter. The
ballot shall set forth the proposed action, provide an opportunity
to specify approval or disapproval of any proposal, and provide a
reasonable time within which to return the ballot to the
Corporation. All such written ballots shall be filed with the
Secretary of the Association and maintained in the Association's
records. Approval by written ballot shall be valid only when the
number of votes cast by ballot within the time period specified
equals or exceeds the quorum required to be present at a meeting
authorizing the action, and the number of approvals equals or
exceeds the number of votes that would be required to approve at a
meeting at which the total number of votes cast was the same as the
number of votes cast by ballot. 3.10. Conduct of Members Meeting.
Meetings of the membership of the Association shall be conducted in
accordance with a recognized system of parliamentary procedure or
such parliamentary procedures as the Association may adopt.
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The affairs of this Association shall be managed by
a Board of five directors. The first directors shall be appointed by
Declarant to serve prior to the first general membership meeting and
election.
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At the first meeting of the Association the members
shall elect three directors for a term of two years and two
directors for a term of one year and at each annual meeting
thereafter the members shall elect directors to replace those whose
terms have expired for successive terms of two years.
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Unless the entire Board is removed from office by
the vote of Association members, an individual director shall not be
removed prior to the expiration of his term of office if the votes
cast against his removal would be sufficient to elect such Director
if voted cumulatively at an election at which the same total number
of votes were cast and the entire number of directors authorized at
the time of the Director's most recent election were then being
elected. A director who was elected solely by the votes of members
other than Declarant may be removed from office prior to the
expiration of his term only by the votes of a majority of members
other than Declarant.
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In the event of the death or resignation of a
director, a successor director shall be selected by a majority of
the remaining members of the Board or by a sole remaining director,
and shall serve for the unexpired term of his predecessor; provided
that the successor of a director who was elected by members of the
Association other than the Declarant shall be elected by a vote of
members other than the Declarant. In the event of the removal of a
director, a successor director shall be elected as prescribed in
Section 5.2.
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Each Director, Officer and Committee Member shall be
indemnified by the Association and the members against all expenses
and liabilities, including attorneys' fees, reasonably incurred by
or imposed upon him or her by judgment or settlement in connection
with any proceeding to which he or she may be a party, or may become
involved, by reason of being or having been a Director, Officer or
Committee Member of the Association, so long as such person acted in
good faith and in a manner such person reasonably believed to be in
the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such
person was unlawful. In this regard, the provisions of Corporations
Code Section 7237 shall apply in their entirety.
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Nomination for election to the Board shall be made
by a Nominating Committee. Notice to the members of the meeting
shall include the names of all those who are nominees at the time
the notice is sent. Nominations may also be made from the floor at
the annual meeting. The Nominating Committee shall consist of a
Chairman, who shall be a member of the Board, and two or more
members of the Association. The Nominating Committee shall be
appointed by the Board not less than thirty days prior to each
annual meeting of the members, to serve until the close of such
annual meeting. The Nominating Committee shall make as many
nominations for election to the Board as it shall in its discretion
determine, but not less than the number of vacancies that are to be
filled. Such nominations may be made from among nonmembers. All
candidates shall have reasonable opportunity to communicate their
qualifications to members and to solicit votes.
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The first election of the Board shall be conducted
at the first meeting of the Association. All positions on the Board
shall be filled at that election. Voting for the Board shall be by
secret written ballot. Cumulative voting in the election of Board
members shall be prescribed for all elections in which more than two
positions on the Board are to be filled, subject only to the
procedural prerequisites for cumulative voting prescribed in Section
7615(b) of the Corporations Code. From the first election of the
Board and thereafter for so long as a majority of the voting power
of the Association resides in the Declarant, or so long as there are
two outstanding classes of membership in the Association, not less
than 20% of the incumbents on the Board shall be elected solely by
the votes of owners other than the Declarant, in accordance with the
following procedure: The collected ballots shall be segregated
between ballots cast by Declarant, and ballots cast by other
members. The ballots received from other members shall be counted
first, and the person receiving the greatest number of votes from
such members shall be elected to the Board. The votes of the
Declarant shall then be added to the totals and the persons
receiving the four highest number of votes (other than the person
already elected) shall be elected to the remaining positions on the
Board. A Board member who has been elected to office solely by the
votes of members of the Association other than the Declarant may be
removed from office prior to the expiration of his term of office
only by the vote of at least a simple majority of the voting power
residing in members other than the Declarant.
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Regular meetings of the Board shall be held annually
at such place within the Project, and at such hour as may be fixed
from time to time by resolution of the Board. Should said meeting
fall upon a legal holiday, then that meeting shall be held at the
same time on the next day which is not a legal holiday, excluding
Saturday and Sunday. Notice of the time and place of such meeting
shall be posted at a prominent place or places within the Common
Area and shall be communicated to the Board members not less than
four days prior to the meeting. However. notice of a meeting need
not be given to Board members who have signed a waiver of notice or
a written consent to the holding of the meeting.
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Special meetings of the Board shall be held when
called by written notice signed by the president of the Association,
or by any two Directors other than the president. 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 sent to all
Directors and posted at a prominent place or places within the
Common Area not less than 72 hours prior to the scheduled time of
the meeting, provided that notice of the meeting need not be given
to Board members who have signed a waiver of notice or a written
consent to the holding of the meeting.
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A majority of the number of Directors shall
constitute a quorum for the transaction of business. Every act
performed or decision made by a majority of the Directors present at
a duly held meeting at which a quorum is present shall be regarded
as the act of the Board.
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a. Regular and special meetings of the Board shall
be open to all members of the Association provided, however, that
Association members who are not on the Board may not participate in
any deliberation or discussion unless expressly so authorized by the
vote of a majority of a quorum of the Board.
b. The Board of the Association shall permit any
Member to speak at any meeting of the Association or the Board,
except for meetings of the Board held in executive session. A
reasonable time limit for all Members of the Association to speak to
the Board for before a meeting of the Association shall be
established by the Board.
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The Board may, with the approval of a majority of
its members present at a meeting in which a quorum for the
transaction of business has been established, adjourn a meeting and
reconvene in executive session to discuss and vote upon personnel
matters, litigation in which the Association is or may become
involved, disciplinary matters, and orders of business of a similar
nature. The nature of any and all business to be considered in
executive session shall first be announced in open session.
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The Board may take actions without a meeting if all
of its members consent in writing to the action to be taken. If the
Board resolves by unanimous written consent to take action, an
explanation of the action taken shall be posted at a prominent place
or places within the Common Area within three days after the written
consents of all Board members have been obtained.
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The officers of this Association shall be a
President and Vice-President, who shall at all times be members of
the Board; a Secretary, a Chief Financial Officer, and such other
officers as the Board may from time to time by resolution create,
who may or may not be members of the Board. Each officer shall be
elected annually by the Board and each shall hold office for one
year unless he shall sooner resign, or shall be removed, or
otherwise be disqualified to serve.
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The election of officers shall take place at the
first meeting of the Board following each annual meeting of the
members.
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The Board may elect such other officers as the
affairs of the Association may require, each of whom shall hold
office for such period, have such authority, and perform such duties
as the Board may, from time to time, determine.
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Any officer may be removed from office (but not from
the Board, if he is also a Board member) by the Board with or
without cause. Any officer may resign at any time by giving written
notice to the Board, the President or the Secretary. Such
resignation shall take effect on the date of 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.
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A vacancy in any office may be filled by appointment
by the Board. The officer appointed to such vacancy shall serve for
the remainder of the term of the replaced officer.
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The offices of Secretary and Chief Financial Officer
may be held by the same person. No person shall simultaneously hold
more than one of any of the other offices except in the case of
special offices created pursuant to the section on "Special
Appointments" in this Article.
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a. President:
The President shall be the chief executive officer
of the Association and shall, subject to the control of the Board,
have general supervision duties and control of the business and the
officers of the Association. He shall preside at all meetings of the
Board; shall see that orders and resolutions of the Board are
carried out; shall sign all leases, mortgages, deeds and other
written instruments and shall be designated as one of the officers
authorized to co-sign all checks and promissory notes.
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b. Vice-President:
The Vice-President shall act in the place and stead
of the President in the event of the President's absence, inability
or refusal to act, and shall exercise such powers and discharge such
duties as may be required of him by the Board.
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c. Secretary:
The Secretary shall record the votes and keep at the
principal office of the Association the minutes of all meetings and
proceedings of the Board and of the members; serve notice of
meetings of the Board and of the members; keep at the principal
office of the Association appropriate current records showing the
members of the Association together with their addresses, and shall
perform such other duties as required by the Board.
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d. Chief Financial Officer:
The Chief Financial Officer shall receive and
deposit in appropriate bank accounts all monies of the Association
and shall disburse such funds as directed by resolution of the
Board; shall be designated as one of the officers authorized to
co-sign all checks and promissory notes of the Association, and
shall keep proper books of account.
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8.1. The Board shall appoint a Nominating Committee,
as provided in these Bylaws. In addition, the Board shall appoint
other committees as deemed appropriate in carrying out its purposes.
Chairpersons shall serve at the pleasure of the President, and
members of committees shall serve at the pleasure of the chairperson
of each respective committee. All committees shall keep written
minutes of their proceedings, report their proceedings to the Board,
and file their minutes with the Secretary.
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The membership register (including names,
addresses and telephone numbers), books of account and minutes of
meetings of the members, of the Board and of committees shall be
made available for inspection and copying by any member of the
Association, or by his duly appointed representative, at any
reasonable time and for a purpose reasonably related to his interest
as a member, at the office of the Association or at such other place
within the Project as the Board shall prescribe.
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The Board shall establish reasonable rules with
respect to:
a. Notice to be given to the custodian of the
records by the member desiring to make the inspection;
b. Hours and days of the week when such an
inspection may be made;
c. Payment of the cost of reproducing copies of
documents requested by a member.
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Every Director shall have the absolute night at any
reasonable time to inspect all books, records,
and documents of the Association. The right of inspection by a
Director includes the right to make extracts and copies of
documents, at the expense of the Association.
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The Board shall review on at least an annual basis a
current reconciliation of the Association's operating, and reserve
accounts, the current year's actual reserve revenues and expenses
compared to the current year's budget and an income and expense
statement for the Association's operating and reserve accounts. In
addition, the Board shall review the latest account statements
prepared by the financial institutions where the Association has its
operating and reserve accounts. For purposes herein, "reserve
accounts" shall mean monies that the Association's Board has
identified from its annual budget for use to defray the future
repair or replacement of, or additions to, those major components
which the Association is obligated to maintain.
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Prior to close of escrow on the sale of the first
Lot, Declarant may amend these Bylaws. After sale of the first Lot,
these Bylaws may be amended, at a regular or special meeting of the
members by the affirmative vote (in person or by proxy) or written
consent of members representing a majority of a quorum of the
Association and a majority of the votes or written consent of
members other than the Declarant; or where the two class voting
structure is still in effect, by vote of a majority of each class of
members. However, the percentage of voting power necessary to amend
a specific clause or provision shall not be less than the prescribed
percentage of affirmative votes required for action to be taken
under that clause.
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No director or officer shall receive compensation
for any service he may render to the Association. However, any
director or officer may be reimbursed for his actual expenses, if
reasonable, incurred in the performance of his duties.
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The fiscal year of the Association shall begin on the first day of January and end on the 31st day
of December of every year, except that the first fiscal year shall
begin on the close of escrow on the first sale of a Lot.
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In the case of any conflict between the Articles of
Incorporation and these Bylaws, the Articles shall control; and in
the case of any conflict between the Declaration and these Bylaws or
the Articles, the Declaration shall control. In case any of these
Bylaws conflict with the provisions of any California statute, the
provisions of said statute shall control.
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The undersigned, duly elected Secretary of Sun Ridge
East Owners Association, a California corporation, does hereby
certify: That the within and foregoing Bylaws were adopted as the
Bylaws of said corporation on _________________, 199__, and that the
same do now constitute the Bylaws of said corporation. IN WITNESS
WHEREOF, I have hereunto subscribed my name and affixed the seal of
said corporation on __________________. 199____
_________________________________ Secretary
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