Casa's By Laws

AMENDED AND RESTATED BY-LAWS

THE CASAS AT MESA DEL ORO

ARTICLE I

NAME AND OFFICES

SECTION 1.1 NAME: The name of this corporation is The Casas at Mesa del Oro Homeowners Association.

SECTION 1.2 OFFICES: The principal office of the corporation within Arizona is currently at 9127 E. Calle Luna, Gold Canyon, AZ, 85118. The Association may change the location of its principal office as the Board of Directors may determine or as the affairs of the Association may require.

ARTICLE II

DEFINITIONS

SECTION 2.1 "Articles" and "Articles of Incorporation" shall mean and refer to the Articles of Incorporation of The Casas at Mesa del Oro Homeowners Association as may be amended from time to time.

SECTION 2.2 "Association" shall mean and refer to The Casas at Mesa del Oro Homeowners Association, its successors and assigns.

SECTION 2.3 "Board" and "Board of Directors" shall mean and refer to the Board of Directors of the Association, elected and/or appointed as provided herein.

SECTION 2.4 "Common Area" shall mean all real property owned by the Association for the common use of Association members, currently referred to as Tract A on official plat maps.

SECTION 2.5 "Declaration" shall mean and refer to the Second Amended and Restated Declaration of Covenants, Conditions and Restrictions of the Casas at Mesa del Oro, recorded on May 4, 2017, at Fee No. 2017-031700, official records of the Pinal County, Arizona Recorder, as amended from time to time.

SECTION 2.6 "Good Standing" shall mean and refer to a Member whose right to vote is not suspended pursuant to the terms of the Declaration.

SECTION 2.7 "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the properties, and any buildings on said plot, except for the Common Area. Unless otherwise specified, "Lot" shall include Improved Lots and Vacant Lots. "Improved Lot" shall mean and refer to a Lot upon which a Dwelling has been completed and for which a certificate of occupancy has been issued. "Vacant Lot" shall mean and refer to a Lot other than an Improved Lot.

SECTION 2.8 "Member" shall mean any person, corporation, partnership, association, or other legal entity who is an Owner of an Improved Lot within the Property.

SECTION 2.9 "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 2.10 "Properties" shall mean and refer to that certain real property described in the Declaration and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

SECTION 2.11 Other Terms: Other capitalized terms not defined herein will be given their definition as set forth in the Declaration.

ARTICLE III

MEETINGS OF THE MEMBERSHIP

SECTION 3.1 Annual Meeting: The annual meeting of Members shall be held each calendar year, no more than fourteen (14) months after the immediately preceding annual meeting. The time, date, and place of the meeting will be established by the Board of Directors and specified in the notice of the meeting.

SECTION 3.2 Special Meetings: Special Meetings of the members may be called at any time by the President of the Board, or upon written request of ten percent (10%) of the Members who are entitled to vote.

SECTION 3.3 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 or hand delivering a copy of such notice, postage prepaid, at least ten (10) and not more than fifty (50) days before such meeting to each member entitled to vote thereat, 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, time, and purpose of the meeting. An agenda for the meeting will be provided with the notice of the meeting.

SECTION 3.4 Quorum: The presence at the meeting, in person and by absentee ballot, of Members entitled to cast one tenth (1/10th) of the votes shall constitute a quorum for any action except as otherwise provided in the Articles, the Declaration, these Bylaws, or applicable law.

SECTION 3.5 Method of Voting: Each Member in Good Standing of the Association shall have voting rights set forth in the Declaration. At all meetings of Members, each Member in Good Standing may vote in person or by absentee ballot and the Board may allow for voting by some other form of delivery. Votes may be cast by any electronic method permitted by Arizona law. The Board may require or allow votes to be cast by secret ballot.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 4.l General Powers: Subject to the limitations of the Declaration, Articles, Bylaws, and applicable law, the property, affairs and activities of the Association shall be managed by the Board. The Board shall exercise all powers that may be exercised or performed by the Association that are not otherwise reserved to the Members or Owners.

SECTION 4.2 Number, Qualifications and Term of Office: Board of Directors, hereinafter referred to as the "Board", consisting of not fewer than five (5) or more than seven (7) members, all of whom must be Members in Good Standing. Each Director shall hold office for one (1) year and, despite expiration of such term, each Director shall serve until such Director’s successor is elected, unless such Director shall sooner resign, or shall be removed, or otherwise become disqualified to serve.

SECTION 4.3 Nominations: Nomination for election to the Board of Directors may be made by any reasonable method determined by the Board of Directors, including, but not limited to, self-nomination and nominating committee; however, no nominations will be allowed from the floor. Nominations are restricted to Members in Good Standing.

SECTION 4.4 Elections: Election to the Board of Directors shall be by written ballot and may, if the Board determines, be by secret written ballot. The persons receiving the largest number of votes cast shall be elected. Cumulative voting is not permitted.

SECTION 4.5 Disqualification and Resignation of Directors: Any Director may resign at any time by sending written notice of such resignation to the office of the Association. Unless otherwise specified therein, such resignation shall take effect upon its receipt. In the event a Director ceases to be a Member in Good Standing, the directorship shall immediately and automatically terminate.

SECTION 4.6 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. The absence of a Director from four (4) or more consecutive regular Board meetings shall constitute cause for removal. Any Director may be removed from the Board with or without cause by a majority vote of Members entitled to vote and voting on the matter at a meeting of the Members held pursuant to Arizona law.

SECTION 4.7 Vacancies: In case of any vacancy occurring on the Board by the death, resignation, disqualification, removal and/or other cause, the Board, though less than a quorum, or the sole remaining Director, shall appoint a duly qualified successor to hold office for the unexpired term of their predecessor.

SECTION 4.8 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.

SECTION 4.9 Specific Powers of the Board: In addition to the general powers of the Board set forth in the Articles, Declaration, these Bylaws, and applicable law, the Board shall have the following powers:

A. Adopt and publish rules and regulations governing the use of the Property, and the personal conduct of the members and their guests within the Property and while participating in Association business and/or events, and to establish penalties of the infraction thereof;

B. Suspend the voting rights and right to use of the recreational facilities of a Member as provided in the Declaration;

C. Fix the amount of the annual assessment as provided in the Declaration;

D. Take action to collect assessments as provided in the Declaration and applicable law, if the Board deems such action to be appropriate;

E. Issue, or cause to be issued, a certificate setting forth whether or not any assessment has been paid as provided in the Declaration;

F. Employ a manager, independent contractor, and/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 as provided in the Declaration;

H. Cause all officers or employees having fiscal responsibilities to be insured or 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 portions of exterior of the dwellings to be maintained, repaired or replaced as needed, as further set forth in the Declaration;

K. Appoint committees as provided by the Declaration and any other committees as deemed appropriate in carrying out its purposes.

ARTICLE V

MEETINGS OFDIRECTORS

SECTION 5.1 Regular Meetings. Regular meetings of the Board of Directors shall be held as necessary to conduct the business of the Association. Notice of the time and place of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, e-mail, telephone, or other legally-recognized electronic means at least forty-eight (48) hours in advance of the meeting. Notice and agenda of the meeting shall be provided to all Owners at least forty-eight (48) hours in advance of the meeting by posting any conspicuous place, via newsletter, or by any reasonable means as determined by the Board.

SECTION 5.2. Special Meetings. Special meetings of the Board shall be held whenever called by the President or upon written request of a majority of the Directors, after not less than forty-eight (48) hours’ notice to each Director, given personally or by mail, e-mail, telephone, or other legally-recognized electronic means, unless emergency circumstances necessitate a meeting before forty-eight (48) hours’ notice can be given. Such notice shall specify the time and place of the meeting and the nature of any special business to be considered. Notice and agenda of special meetings of the Board shall be given to Members at least forty-eight (48) hours in advance of the meeting by posting any conspicuous place, via newsletter, or by any reasonable means as determined by the Board, unless emergency circumstances necessitate a meeting before forty-eight (48) hours’ notice can be given.

SECTION 5.3 Open Meetings. Pursuant to Arizona law, all meetings of the Board of Directors will be open to the Members of the Association except for those meetings which, by law, may be closed to the Members. Members are allowed to attend and listen to all the deliberations and discussions of the open meeting. Members shall be given an opportunity to speak before the Board takes action on an issue. An agenda will be available in advance to all Members attending an open Board meeting.

SECTION 5.4 Quorum: A simple majority of the Directors on the Board shall constitute a quorum for the transaction of business at any meetings of the Board, Every act or decision done or 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.

SECTION 5.5 Directors’ Means of Participation in Board Meetings: Meetings of the Board of Directors may be held by means of telephone conference or other similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation at such meeting shall constitute presence in person at the meeting. Furthermore, for any Board meetings open to the Members, the means of communication must also allow Members to hear all parties who are speaking during the meeting.

SECTION 5.6. Action Without a Meeting: Unless otherwise expressly restricted by statute, the Declaration, the Articles, or these Bylaws, any action which may be taken at a meeting of the Directors may be taken without a meeting through the unanimous written approval of all Directors. The consents to the action so taken will be attached to the minutes of the next Board meeting.

ARTICLE VI

OFFICERS AND THEIR DUTIES

SECTION 6.1 Election and Term of Office: The Board shall elect from its members officers, who shall hold office for a term of one year unless they shall sooner resign or shall be removed or otherwise disqualified to serve. To the extent possible, the election of officers should take place no later than twenty-one (21) days following the annual meeting.

SECTION 6.2 Resignation and Removal: Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time 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.

SECTION 6.3 Vacancy: 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 officer they replace.

SECTION 6.4 Compensation and Expenses: No officer shall receive compensation for any service they may render to the Association. However, any officer may be reimbursed for their actual expenses incurred in the performance of their duties.

SECTION 6.5 Duties of Officers: The duties of the officers, which may be delegated by the Board of Directors to one or more managers, contractors, and/or employees of the Association are as follows:

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 the President’s 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 their agent or attorney, on request;

6. Render to the Board, 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 the Treasurer from time to time by the Board.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1 Association Records: Except for the records specified in A.R.S. § 33-1258, the books, records and papers of the Association, including, but not limited to, the Declaration, the Articles of Incorporation and the Bylaws of the Association as well as the management agreements shall, during reasonable business hours within ten business days from receipt of a written request, be subject to inspection by any Member. Copies may be purchased for fifteen cents per page or at any other higher rate permitted by law.

SECTION 7.2 Corporate Seal: The Association shall have no corporate seal.

SECTION 7.3 Annual Report: The Board shall cause an annual financial audit, review or compilation of the association. The audit, review or compilation shall be completed no later than one hundred eighty (180) days after the end of the association's fiscal year and shall be made available upon request to the members within thirty (30) days after its completion.

SECTION 7.4 Fiscal Year: The fiscal year of the association shall begin January 1 and end on December 31.

SECTION 7.5 Amendments: These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the voting power of the Members or two-thirds (2/3) of the votes cast by Members present and voting on the matter at any meeting of the Members, whichever is less.

SECTION 7.6 Conflicts: 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.

SECTION 7.7 Anti-Discrimination: This organization shall not discriminate against any person or persons for reasons of race, creed, color, national or ethnic origin, sex, age, or other status protected by applicable law.

SECTION 7.8 Corporate Transparency Act: So long as the Association is required to comply with the Corporate Transparency Act (CTA), within fifteen (15) days after being elected or appointed to the Board, each Board member shall provide the person designated by the Board the information required by the CTA to file the applicable document in compliance with the CTA.

CERTIFICATION

The President of the Association hereby certify that these Amended and Restated By-Laws have been adopted by the required percentage of the Members. 

DATED this ____ day of __________________, 202__.

The Casas at Mesa del Oro Homeowners Association, an Arizona nonprofit corporation

Signature: ______________________________

Printed Name: ______________________________