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BY-LAWS

THE CASAS AT MESA DEL ORO

ARTICLE I
NAME AND OFFICES

SECTION 1. NAME: The name of this corporation is The Casas at Mesa del Oro.

SECTION 2. OFFICES: The principal offices of the corporation shall be at Pinal County, Arizona, with a mailing address of 9127 E. Calle Luna, Gold Canyon, AZ., 85118-4677. Meetings of the members and directors may be held at such places within the State of Arizona, County of Pinal, as may be designated by the Board of Directors.

 

ARTICLE II
DEFINITIONS

SECTION 1. “Association” shall mean and refer to The Casas at Mesa del Oro Homeowners Association, its successors and assigns.

SECTION 2. “Properties” shall mean and refer to that certain real property described in the Declaration of the Covenants, Conditions and Restrictions (CC&Rs) and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

SECTION 3. “Common Area” shall mean all real property owned by the Association for the common use of Association members, referred to as Tract A on official plat maps.

SECTION 4. “Lot” or “Unit” shall mean and refer to any plot of land shown upon any recorded subdivision map of the properties, and any buildings on said plot, which are now owned by the Association.

SECTION 5. “Owner” shall mean and refer to the recorded owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

SECTION 6. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the properties recorded in the offices of Pinal County, Arizona.

 

ARTICLE III
MEETINGS OF THE MEMBERSHIP

SECTION 1. Annual Meeting: The first annual meeting of the Association shall be held within one year from the date of incorporation of the Association. Each subsequent meeting shall be held annually in January, on a date and at a time selected by the Board. At such meeting the Association shall organize itself for the coming year, submit a budget for the coming year, and transact all such further business as may be necessary and appropriate. Each member in good standing of the Association shall have voting rights therein and shall have one vote for each Unit owned.

SECTION 2. Special Meetings: Special Meetings of the members may be called at any time by the President of by the Board, or upon written request of twenty-five percent (25%) of the members who are entitled to vote.

SECTION 3. Notice of Meetings: Written notice of each meeting of the members shall be given 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 fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of 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 purpose of the meeting.

SECTION 4. Quorum: The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one tenth (1/10th) of the votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such a quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than the announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

SECTION 5. Absentee Ballots: At all meetings of members, each member may vote in person or by absentee ballot.

 

ARTICLE IV
BOARD OF DIRECTORS

SECTION l. General Powers: The property, affairs and activities of the Association shall be managed by a Board of Directors, hereinafter referred to as the “Board”, consisting of not fewer than five (5) or more than seven (7) members, one of whom needs not be a unit owner. The Board shall exercise all powers that may be exercised or performed by the Association, the Articles of Incorporation and these Bylaws.

SECTION 2. Nominations: Nominations for election to the Board shall be made by a Nominating Committee. 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. This committee shall be appointed by the Board prior to each annual meeting of the members to serve from the time of appointment, until the close of the next annual meeting. The committee shall make as many nominations for election to the Board as it shall at its discretion determine, but not less than the number of vacancies that are to be filled. Nominations are restricted to members in good standing of the Association.

SECTION 3. Elections: Elections to the Board shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The person receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

SECTION 4. Terms of Office: Except at the initial election, all members of the Board shall be elected for three (3) year terms and shall assume their posts at the close of the Annual Meeting. The terms of Board members shall expire on a rotation basis, with no more than one third (1/3) of the directors’ terms expiring at any one time. No director shall serve more than two (2) consecutive three-year terms.

SECTION 5. Removal: Any director may be removed at any time, with or without cause, by an affirmative vote of the majority of the current directors on the Board, or by a majority vote of the Association. In case of the absence or disability of any officer or for any other reason considered sufficient, the Board may temporarily delegate his powers and duties to another officer or director.

SECTION 6. Vacancies: In case of any vacancy occurring on the Board by the death, resignation, disqualification and/or other cause, the Board shall appoint a duly qualified successor to hold office for the unexpired term of his predecessor. Absence of a Director from four (4) or more consecutive regular Board meetings shall constitute cause for removal.

SECTION 7. Board Meetings. The Board is encouraged to hold monthly meetings but shall be required to hold quarterly meetings. Notice of regular or special meetings shall be given to each director personally or by mail, telephone, electronic mail, or facsimile transmission at least two (2) days prior to the date designated for such meeting.. Notice of such meetings shall also be given to the members, in accordance with the requirements of the law. At such regular meetings the Board shall transact all business properly brought before it.

Notwithstanding any provisions in the Declaration, Bylaws or other documents to the contrary, all meetings of the Association and all members so desiring shall be permitted to attend and listed to the deliberations and proceedings provided, however, that for regular and special meetings of the Board, Association members who are not board members may not participate in any deliberations or discussions unless expressly so authorized by a vote of the majority of a quorum of the Board, except that any portion of a meeting may be closed only if the closed portion of the meeting is limited to consideration of either of the following:

1. Employment of personnel matters for employees of the Board or the Association.
2. Legal advice from an attorney for the Board or the Association.
3. Pending contemplated litigation.
4. Pending or contemplated matters relating to enforcement of the Association’s documents or rules.

SECTION 8. Quorum: A simple majority of the Board then serving, but in no event fewer than any three (3) Directors, shall constitute a quorum for the transaction of business at any meetings of the Board, but if less than a quorum is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 9. Manner of Acting: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or these Bylaws.

SECTION 10. Action Without a Meeting: Any action required by law to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the act so taken, shall be signed by all of the directors then serving.

SECTION 11. Compensation: Directors shall receive no compensation for their services as such, but may, by resolution of the Board, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Association.

 

ARTICLE V
OFFICERS AND THEIR DUTIES

SECTION 1. Election and Term of Office: The Board shall elect its own officers, who shall hold office for a term of one year, with no person holding that office for more than six (6) consecutive years. Such election must take place no later than 21 (twenty-one) days following the annual meeting.

SECTION 2. Officers of the Board:

A. President: The President is the general manager and executive officer of the corporation and has, subject to the control of the Board, general supervision, direction and control of the business and officers of the Association. The President shall preside at all meetings of the Board and the Annual Meeting, perform all duties incident to the office and such other duties as may be required by law, the Declaration or by these Bylaws, or which may be prescribed from time to time by the Board. Except as otherwise expressly provided by law, Declaration, or these Bylaws, the President shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board.

B. Vice President: In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform all duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions on the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Declaration or by these Bylaws, or as may be prescribed by the Board.

C. Secretary: The Secretary shall keep the minutes of the meetings of the Board and the Annual Meeting, see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; be custodian of the Association records; keep a register of the post office address(s) of each member of the Association which will be furnished to the Secretary by such member; and in general perform all duties of the office of Secretary and such other duties as from time to time may be assigned by the President.

D. Treasurer:

The Treasurer shall:

1. Have charge and custody of and be responsible for all funds and securities of the Association, and deposit all such funds in the name of the Association in such banks, trust companies and other depositories as shall be selected by the Board;
2. Receive monies due and payable to the Association from any source whatsoever;
3. Disburse or cause to be disbursed the funds of the Association as may be directed by the Board, taking proper vouchers for such disbursements;
4. Keep and maintain adequate and correct accounts of the Association properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;
5. Exhibit at all reasonable times the books of account and financial records to any member of the Association or his agent or attorney, on request;
6. Render to the President and the members, whenever requested, an account of any or all of the transactions as Treasurer and the financial condition of the Association;
7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports;
8. In cooperation with the other officers, prepare, or cause to be prepared, an annual budget
9. Cause to be prepared an annual compilation, review, or audit of the Association books (as determined annually by the Board) to be made by a public accountant at the completion of each fiscal year.
10. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Declaration or these Bylaws, or which may be assigned to him from time to time by the Board.

 

ARTICLE VI
DUTIES OF THE BOARD

Duties of the Board as a whole:

A. Adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties of the infraction thereof;

B. Suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessments levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days per infraction of published rules and regulations;

C. Fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each assessment period;

D. Foreclose the lien against any property for which assessments are not paid within ninety (90) days after due date or to bring an action at law against the owner personally obligated to pay the same, if the Board deems such action to be appropriate;

E. Issue, or cause to be issued, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

F. Employ a manager, or independent contractor or such other employees as they deem necessary, prescribe their duties, provide adequate supervision and establish appropriate compensation;

G. Procure and maintain adequate liability and hazard insurance on property owned by the Association;

H. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

I. Cause the common area to be maintained, repaired, or replaced as needed to maintain the appearance as determined by the Board;

J. Cause the exterior of the dwellings to be maintained, repaired or replaced as needed to maintain the original appearance of the dwelling, as further set forth in the Declaration;

K. Appoint an Architectural Control Committee, as provided by the Declaration, and a Nominating Committee, and any other committees as deemed appropriate in carrying out its purpose.

 

ARTICLE VII
ASSOCIATION RECORDS, REPORTS AND SEAL

SECTION 1. Maintenance of Association Records: The Association shall keep at its principal office in the State of Arizona:

A. Minutes of all meetings of the Association and the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, the names of those present and the proceedings thereof.

B. Adequate and correct books and records of account, including business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

C. A record of its members, indicating their names and addresses.

D. A copy of the Declaration of Covenants, Conditions and Restrictions, Bylaws as amended to date, which shall be open to inspection by the members of the Association at all reasonable times during office hours.

SECTION 2. Corporate Seal: The Association shall have no corporate seal.

SECTION 3. Members’ Inspection Rights: Every member shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Association. Any inspection under the provisions of the Article may be made in person or by an agent or attorney and the right to inspection includes the right to make copies and make extracts.

SECTION 4. Annual Report: The Board shall cause an annual report to be furnished not later than one hundred twenty (120) days after the close of the Association’s fiscal year to all members, which shall contain the following information in appropriate detail for the fiscal year.

A. The assets and liabilities, including trust funds, of the Association as of the end of the fiscal year;

B. The principal changes in assets and liabilities;

C. The revenue of receipts of the Association, both unrestricted and restricted to particular purposes;

D. The expenses or disbursements of the corporation, for both general and restricted purposes.

 

ARTICLE VIII
FISCAL YEAR

The fiscal year of the association shall begin January 1 and end on December 31.

 

ARTICLE IX
AMENDMENTS

SECTION 1. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) majority of the members present in person or by proxy at any regular meeting of the members, or at any special meeting, if at least thirty (30) days written notice is given.

SECTION 2. In the case of 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, the Declaration shall control.

 

ARTICLE X
ANTI-DISCRIMINATION

This organization shall not discriminate against any person or persons for reasons of race, creed, color, national or ethnic origin, sex or age.

 

ARTICLE XI
GENDER

All masculine pronouns shall be deemed to refer equally to the feminine gender.

 

ARTICLE XII
PARLIMENTARY AUTHORITY

Roberts Rules of Order, Revised, shall be the parliamentary authority of this organization.


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