THE CASAS AT MESA DEL ORO
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.
SECTION 1. “Association” shall mean and refer
to The Casas at Mesa del Oro Homeowners Association, its successors
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
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.
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
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.
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.
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
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
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.
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
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.
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
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.
The fiscal year of the association shall begin January 1
and end on December 31.
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.
This organization shall not discriminate against any person
or persons for reasons of race, creed, color, national or
ethnic origin, sex or age.
All masculine pronouns shall be deemed to refer equally to
the feminine gender.
Roberts Rules of Order, Revised, shall be the parliamentary
authority of this organization.