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AMENDED AND RESTATED BYLAWS
OF
GREEN VALLEY DESERT HILLS NO. 2, INC.
an Arizona non-profit corporation
PLEASE NOTE: this document is annotated to compare it to the
current Bylaws of Green Valley Desert Hills No. 2, Inc. The final
version, which will be filed in the Association’s records, will not
show the annotations.
[ANNOTATIONS ARE SHOWN IN BRACKETS THROUGHOUT THE DOCUMENT]
i
TABLE OF CONTENTS
INTRODUCTION .............................................................................................. 1ARTICLE I.
1.1 Amendment and Restatement of Bylaws ..................................................................................... 1
1.2 Declaration.................................................................................................................................... 1
1.3 Governing Documents .................................................................................................................. 1
NAME, PRINCIPAL OFFICE, AND DEFINITIONS .................................................. 1ARTICLE II.
2.1 Name............................................................................................................................................. 1
2.2 Principal Office.............................................................................................................................. 1
2.3 Definitions..................................................................................................................................... 1
ASSOCIATION: MEMBERSHIP, MEETINGS, QUORUM, VOTING......................... 2ARTICLE III.
3.1 Membership.................................................................................................................................. 2
3.2 Place of Meetings.......................................................................................................................... 2
3.3 Annual Meetings ........................................................................................................................... 2
3.4 Special Meetings ........................................................................................................................... 2
3.5 Notice of Meetings........................................................................................................................ 2
3.6 Waiver of Notice ........................................................................................................................... 3
3.7 Voting Rights ................................................................................................................................. 3
3.8 Voting Procedures......................................................................................................................... 4
3.9 Majority......................................................................................................................................... 6
3.10 Quorum......................................................................................................................................... 6
3.11 Conduct of Meetings..................................................................................................................... 6
BOARD OF DIRECTORS: NUMBER, MEETINGS.................................................. 6ARTICLE IV.
4.1 Governing Body; Composition ...................................................................................................... 6
4.2 Number of Directors ..................................................................................................................... 7
4.3 Nomination Procedures ................................................................................................................ 7
4.4 Election Procedures ...................................................................................................................... 7
4.5 Term of Office ............................................................................................................................... 7
4.6 Removal of Directors and Vacancies............................................................................................. 8
ii
4.7 Board Meetings............................................................................................................................. 9
4.8 Notice; Waiver of Notice.............................................................................................................10
4.9 Telephonic Participation in Meetings .........................................................................................10
4.10 Quorum of Board of Directors ....................................................................................................10
4.11 Compensation.............................................................................................................................11
4.12 Conduct and Organization of Meetings ......................................................................................11
4.13 Open Meetings............................................................................................................................11
4.14 Action without a Meeting ...........................................................................................................11
4.15 Emergency Action .......................................................................................................................11
POWERS AND DUTIES OF BOARD OF DIRECTORS ........................................... 12ARTICLE V.
5.1 General Powers and Duties.........................................................................................................12
5.2 Powers of the Board ...................................................................................................................12
5.3 Duties of the Board .....................................................................................................................13
5.4 Management...............................................................................................................................15
OFFICERS....................................................................................................... 15ARTICLE VI.
6.1 Officers........................................................................................................................................15
6.2 Election and Term of Office ........................................................................................................17
6.3 Removal and Vacancies...............................................................................................................17
6.4 Resignation..................................................................................................................................17
6.5 Agreements, Contracts, Deeds, Leases, Checks, Etc...................................................................17
6.6 Compensation.............................................................................................................................17
6.7 Special Appointments .................................................................................................................17
COMMITTEES ................................................................................................ 18ARTICLE VII.
7.1 General........................................................................................................................................18
7.2 Standing Committees..................................................................................................................18
INDEMNIFICATION OF DIRECTORS AND OFFICERS [N ew S ection]................... 20ARTICLE VIII.
8.1 Indemnification...........................................................................................................................20
8.2 Exclusions....................................................................................................................................20
8.3 Procedure....................................................................................................................................20
8.4 Expense Advances.......................................................................................................................21
8.5 Settlement of Claims...................................................................................................................21
iii
8.6 Insurance and Other Indemnification.........................................................................................21
8.7 Effect of Repeal...........................................................................................................................22
MISCELLANEOUS ........................................................................................... 22ARTICLE IX.
9.1 Fiscal Year....................................................................................................................................22
9.2 Conflicts.......................................................................................................................................22
9.3 Books and Records......................................................................................................................22
9.4 Notices ........................................................................................................................................22
9.5 Amendment ................................................................................................................................22
CERTIFICATION.................................................................................................................... 23
1
ARTICLE I.1
INTRODUCTION [NEW SECTION]2
1.1 Amendment and Restatement of Bylaws. These Amended and Restated3
Bylaws (these “Bylaws”) of Green Valley Desert Hills No. 2, Inc., an Arizona nonprofit4
corporation (the “Association”), hereby amend and restate in their entirety all previous Bylaws5
of the Association. However, prior acts and actions taken in accordance with prior Bylaws are6
hereby validated and saved following adoption of these Bylaws. Any reference herein made to7
the Association’s Bylaws will be deemed to refer to these Bylaws.8
1.2 Declaration. The use of Green Valley Desert Hills No. 2 for the benefit of the9
Members is governed by that certain Amended and Restated Declaration of Establishment of10
Conditions, Covenants and Restrictions for Green Valley Desert Hills No. 2, recorded on11
_____________________, at Sequence #_______________, office of the Pima County Recorder12
(the “Declaration”). All references to the Declaration shall include any amendments.13
1.3 Governing Documents. The term “Governing Documents” shall refer to the14
Declaration, the Articles, the Bylaws and the Rules.15
ARTICLE II.16
NAME, PRINCIPAL OFFICE, AND DEFINITIONS17
[N ew S ection: R eplacesA rticleI(Definitions)inCurrentBylaw s. N otethatA rticleIIincurrent18
Bylaw shasbeendeletedasitreferstoP roperty R ightsandR ightsofEnjoym ent,w hichare19
includedintheDeclaration.]20
2.1 Name. The name of the corporation is Green Valley Desert Hills No. 2, Inc. (the21
“Association”).22
2.2 Principal Office. The principal office of the Association shall be located in Green23
Valley, Pima County, Arizona.24
2.3 Definitions. The words used in these Bylaws shall be given their normal,25
commonly understood definitions. Capitalized terms shall have the same meaning as set forth26
in the Declaration, unless the context indicates otherwise.27
28
29
30
2
ARTICLE III.1
ASSOCIATION: MEMBERSHIP, MEETINGS, QUORUM, VOTING2
3.1 Membership. [N ew S ection]3
3.1.1 Eligibility. Each Owner of a Lot shall be a Member of the Association as4
more fully set forth in the Declaration, the terms of which that pertain to5
Membership are incorporated by this reference.6
3.1.2 Privileges. The privileges of Membership shall be to vote (in accordance7
with this Article III), to hold office, and to enjoy or benefit from the Common8
Areas, subject to the Governing Documents.9
3.1.3 Suspension of Privileges. The Board has the right to suspend the voting10
rights of any Owner for any period in which the Assessment against his/her Lot11
remains unpaid.12
3.2 Place of Meetings. Meetings of the Association shall be held at a suitable place13
as the Board may designate, provided such place is as convenient and practical for the14
Members as possible. [N ew S ection]15
3.3 Annual Meetings. The Members shall meet at least annually with such annual16
meeting to be held in February of each year on a date and at a time set by the Board. [N ew17
S ection]18
3.4 Special Meetings. The President may call special meetings of the Members. In19
addition, it shall be the duty of the President to call a special meeting if so directed by20
resolution of the Board or upon a written petition signed by at least 10% of the Members21
eligible to vote in the Association. The petition shall state the purpose(s) of the proposed22
meeting, and the business transacted at the special meeting shall be confined to the purpose(s)23
stated in the petition. The close of business on the day before delivery of the petition for a24
special meeting shall be the record date for the purpose of determining whether the demand25
for the special meeting has been signed by at least 10% of the Members eligible to vote in the26
Association. [R eplacesand expandsA rticleVIII,S ection2,currentBylaw s,w hichrequires25%27
ofM em berstocallaspecialA ssociationM eeting.]28
3.5 Notice of Meetings. A notice stating the place, day, and hour of any meeting of29
the Members shall be delivered, either personally or by first class mail or as otherwise provided30
by A.R.S. §33-1804, to each Member entitled to vote at such meeting, not less than twenty (20)31
nor more than fifty (50) days before the date of such meeting, by or at the direction of the32
President or the Secretary or the officers or persons calling the meeting.33
3
In the case of a special meeting or when otherwise required by statute or these Bylaws,1
the purpose(s) for which the meeting is called shall be stated in the notice. No business shall be2
transacted at a special meeting except as stated in the notice.3
Any notice required by these Bylaws will be effective and deemed to be delivered upon4
receipt when delivered personally; three (3) days after deposit in the United States Postal5
Service when mailed; one (1) business day after pick-up by the courier service when sent by6
overnight courier, properly addressed and prepaid; and on the business day after the date of7
the sender’s electronic confirmation or receipt when sent by facsimile transmission. If sent by8
electronic mail, the notice shall be deemed delivered when sent to the intended recipient’s9
electronic mail address and not returned to sender as “undeliverable” through the electronic10
mail server.11
Notices will be sent to the addresses, facsimile numbers or electronic mail addresses12
last appearing on the records of the Association.13
[R eplacesand expandsA rticle VIII,S ection 3 ofcurrent Bylaw s,w hich callsfornotice of14
A ssociation m eetings(notBoard m eetings)to besentby m ailnotlessthan 10 daysnorm ore15
than50 daysbeforethem eeting.]16
3.6 Waiver of Notice. Waiver of notice of a meeting of the Members shall be17
deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any18
meeting of the Members, either before or after such meeting. Attendance at a meeting by a19
Member shall be deemed waiver by such Member of notice of the time, date, and place20
thereof, unless such Member specifically objects to lack of proper notice at the time the21
meeting is called to order. Attendance at a special meeting also shall be deemed waiver of22
notice of all business transacted at such meeting unless an objection on the basis of lack of23
proper notice is raised before the business is put to a vote. [N ew S ection]24
3.7 Voting Rights. The voting rights of the Members shall be as set forth in the25
Declaration and in these Bylaws. No change in Membership shall be effective for voting26
purposes until the Board receives written notice of such change. Owners are entitled to one27
vote for each Lot owned. There is only one vote for each Lot, whether owned by one or more28
Persons. The vote for each Lot must be cast as a single vote. Fractional votes shall not be29
allowed. In the event that a Lot is owned by more than one Person and such Owners are unable30
to agree as to how their vote or votes shall be cast, they shall not be entitled to vote on the31
matter in question. If any Owner casts a vote representing a certain Lot, he/she will be32
conclusively presumed to be acting with the authority and consent of all other owners of the33
same Lot unless written objection is made to the Board at or prior to the time the vote is cast.34
4
In the event that more than one Person casts or attempts to cast a vote for a particular Lot, all1
such votes shall be deemed void. [N ew S ection]2
3.8 Voting Procedures. [R eplaces and expands A rticles III & IX , on voting3
procedures,m ostly new language]4
3.8.1 Proxies. Members may not vote by proxy, but only in person or by5
absentee or written ballot as provided in this Section 3.8.6
3.8.2 Voting at Meetings. The Association shall provide for votes to be cast in7
person and by absentee ballot and, in addition, the Association may provide for8
voting by some other form of delivery, including the use of e-mail and fax9
delivery. When absentee ballots or ballots provided by some other form of10
delivery are used, the following procedure shall apply:11
3.8.2.1 The ballot shall set forth each proposed action to be taken at12
the meeting.13
3.8.2.2 The ballot shall provide an opportunity to vote for or against14
each proposed action.15
3.8.2.3 The ballot is valid for only one specified election or meeting of16
the Members and expires automatically after the completion17
of the election or meeting.18
3.8.2.4 The ballot must specify the time and date by which the ballot19
must be delivered to the Board in order to be counted. Ballots20
received after this date shall not be counted.21
3.8.2.5 The ballot must be sent to Members at least twenty (20) days22
but not more than fifty (50) days prior to the date of the23
election or vote on an issue, and the date set for the24
tabulation of the ballots shall be stated on the ballot.25
3.8.2.6 Absentee ballots shall be valid for the purpose of establishing26
a quorum for the vote or election.27
3.8.2.7 The absentee ballot cannot authorize another person to cast28
votes on behalf of the Member.29
5
3.8.3 Voting By Written Ballot. Any action that the Members may take at any1
annual or special meeting may be taken without a meeting if the Association2
delivers a written ballot to every Member entitled to vote on the matter.3
3.8.3.1 A written ballot shall:4
(A) Set forth each proposed action.5
(B) Provide an opportunity to vote for or against each6
proposed action.7
3.8.3.2 Approval by written ballot is valid only if both:8
(A) The number of votes cast by ballot equals or exceeds the9
quorum required to be present at a meeting authorizing10
the action.11
(B) The number of approvals equals or exceeds the number of12
votes that would be required to approve the matter at a13
meeting.14
3.8.3.3 All solicitations for votes by written ballot shall:15
(A) Indicate the number of responses needed to meet the16
quorum requirements.17
(B) State the percentage of approvals necessary to approve18
each matter other than election of Directors.19
(C) Specify the time by which a ballot must be delivered to the20
Association in order to be counted, which time shall not be21
l less than ten (10) days after the date that the Association22
delivers the ballot.23
3.8.3.4 The determination of eligibility and tabulation of votes shall24
proceed under the supervision of the Nominating and Election25
Committee as hereinafter provided.26
3.8.4 Voting shall proceed under supervision of the Nominating and Election27
Committee.28
6
3.8.4.1 The Nominating and Election Committee shall be in1
attendance at all times during voting tabulation and during check-in at2
any meeting of Members, and the Committee designee(s) shall verify3
whether a Member is eligible to vote; and shall issue all of the official4
ballots. In addition, some or all of the Committee members shall witness5
the placing of the ballots into the ballot box at the meeting and the6
opening of absentee or written ballots.7
3.8.4.2 The ballots shall remain sealed until the voting is closed, at8
which time they shall be opened and the votes tabulated.9
3.8.4.3 Upon completion of the tabulation of ballots, the results shall10
be certified to the Board of Directors by the Nominating and Election11
Committee and announced to the Membership either at a meeting or, if12
written ballots are used in the absence of a meeting, by written13
notification to the Members.14
3.8.4.4 In the event of a tie vote, there shall be another vote solely for15
the purpose of breaking the tie.16
3.9 Majority. As used in these Bylaws, the term "majority" shall mean those votes,17
Members, Owners, or other groups as the context may indicate totaling more than 50% of the18
total eligible number.19
3.10 Quorum. Except as otherwise provided in these Bylaws or in the Declaration, the20
presence in person or by absentee ballot of Members entitled to cast at least 10% of the votes21
in the Association shall constitute a quorum at all meetings of the Association. [T he current22
Bylaw sdo not establish aquorum forA ssociation m eetings; therefore,the S ection 10-3722,23
A rizonaN on-P rofitCorporationsA ctapplies,w hichstatesthatthequorum isone-tenthofthe24
votesentitledtobecastintheA ssociation.]25
3.11 Conduct of Meetings. The President shall preside over all meetings of the26
Association, and the Secretary or designee shall take the minutes of the meetings and record in27
a minute book all resolutions adopted and all other transactions occurring at such meetings.28
ARTICLE IV.29
BOARD OF DIRECTORS: NUMBER, MEETINGS30
4.1 Governing Body; Composition. The affairs of the Association shall be governed31
by a Board of Directors, with each Director having one (1) equal vote. The Directors shall be32
Members. Members of the same household and related persons including spouses, significant33
7
others, siblings, parents, and children shall not be entitled to serve on the Board of Directors at1
the same time. In the case of a Member which is not a natural person, any officer, director,2
member, partner or trust officer of such Member shall be eligible to serve as a Director unless3
otherwise specified by written notice to the Association signed by such Member; provided, no4
Member may have more than one such representative on the Board at a time. [N ew S ection]5
4.2 Number of Directors. The Board shall consist of not less than five (5) or more6
than seven (7) Directors, provided there is an odd number of Directors on the Board. [R eplaces7
A rticle III,S ection 7 ofthe currentBylaw sw hich statesthatthere shallbe no lessthan seven8
directors. T hecurrentA rticlesofIncorporation,w hichtrum ptheBylaw s,statesthattherebe9
from fivetosevendirectors.]10
4.3 Nomination Procedures. Prior to each election of Directors, the Board shall11
prescribe the opening date and the closing date of a reasonable filing period in which each and12
every eligible person who has an interest in serving as a Director may file as a candidate for any13
position to be filled. The Board shall also establish such other rules and regulations as it deems14
appropriate to conduct the nomination of Directors in a fair, efficient and cost-effective15
manner. [R eplacesandexpandsA rticleIII,S ections2-4 ofthecurrentBylaw s]16
4.3.1 Nominations for election to the Board may also be made by a Nominating17
and Election Committee. The Nominating and Election Committee shall be18
appointed and governed as set forth in Article VII hereof.19
4.3.2 Each candidate shall be given a reasonable, uniform opportunity by the20
Board of Directors to communicate his or her qualifications to the Members and21
to solicit votes.22
4.4 Election Procedures. Each Member may vote by secret ballot for each position23
to be filled from the slate of candidates for the election. There shall be no cumulative voting24
and there shall be a space on the ballot for a write-in vote for each open position on the Board.25
The number of candidates equal to the number of positions to be filled receiving the greatest26
number of votes shall be elected. [R eplacesA rticleIII,S ections1 & 5ofthecurrentBylaw s]27
4.5 Term of Office. Notwithstanding any other provisions of these Bylaws, each28
elected Director shall serve for a term of three (3) years. The terms of the Directors shall be29
staggered. Upon the expiration of the term of office of each Director elected by the Members,30
the Members entitled to elect such Director shall be entitled to elect a successor. Directors31
shall hold office until their respective successors have been elected and qualified. If there is a32
possibility of no staggered terms in any election year, the Board may adopt reasonable rules33
and regulations governing the Nominating and Election Committee’s procedures for the34
8
upcoming election, including a modification of terms for some of the newly-elected Directors so1
that staggered terms will be restored. No duly-elected Director shall serve on the Board for2
more than two elected three-year terms. Partial term appointments made by the Board to fill3
vacancies shall be exempt from term limits. [R eplacesand expandsA rticle III,S ection 7 ofthe4
currentBylaw sonstaggering term sofBoardm em bers.]5
4.6 Removal of Directors and Vacancies. [R eplacesandexpandsA rticleIII,S ection86
ofthe current Bylaw sto com ply w ith S ection 33-1813 ofthe A rizonaP lanned Com m unities7
A ct; and to add provisionson filling vacancieson the Board and to addressunexcused8
absencesfrom Boardm eetingsofaDirector.]9
4.6.1 The Members, by a majority vote of Members entitled to vote and voting10
on the matter at a meeting of the Members called pursuant to these Bylaws, at11
which a quorum is present, may remove any Director from the Board with or12
without cause. For purposes of calling for removal of a Director by the13
Members, the following apply:14
4.6.1.1 On receipt of a petition that calls for removal of a Director and15
that is signed by the Members entitled to cast at least 25% of the votes16
in the Association, the Board shall call and provide written notice of a17
special meeting of the Association as prescribed by these Bylaws. A18
Person is eligible to sign the petition if he/she is eligible to vote in the19
Association at the time of signing.20
4.6.1.2 The special meeting shall be called, noticed and held within21
thirty (30) days after the Board’s receipt of the petition. A quorum is22
present if 20% of the Members who are eligible to vote in the23
Association as of the date of the meeting are present in person or by24
absentee ballot.25
4.6.1.3 If a civil action is filed regarding the removal of a Director, the26
prevailing party in the civil action shall be awarded its reasonable27
attorney fees and costs.28
4.6.1.4 The Board shall retain all documents and other records relating29
to the proposed removal of any Director for at least one (1) year after30
the date of the special meeting and shall permit Members to inspect31
those documents and records pursuant to these Bylaws and applicable32
law.33
9
4.6.1.5 A petition that calls for the removal of the same Director shall1
not be submitted more than once during each term of office for that2
Director.3
4.6.2 If fewer than all of the Directors are removed, the remaining Directors4
shall appoint a successor to fill each vacancy for the remainder of the term. If all5
of the Directors are removed, the Nominating and Election Committee shall6
organize an election to replace the removed Directors, who shall remain in office7
(but shall take no action other than to maintain the day-to-day operations of the8
Association) until the replacement Directors are elected and qualified.9
4.6.3 Any Director who has three (3) consecutive unexcused absences from10
Board meetings, or is more than ninety (90) days delinquent (or is the11
representative of a Member who is delinquent) in the payment of any12
assessment or other charge due the Association, without being excused by the13
President for good cause, shall be deemed to have resigned from office and the14
Board may appoint a successor to fill the vacancy for the remainder of the term.15
4.6.4 In the event of the death, disability, or resignation of a Director, the16
Board may declare a vacancy and appoint a successor to fill the vacancy until the17
next annual meeting, at which time the Members entitled to fill such18
Directorship may elect a successor for the remainder of the term. The Board19
shall act to fill any vacancy within a period of sixty (60) days after the vacancy20
arises unless the annual election will take place within ninety (90) days of the21
vacancy occurring.22
4.6.5 Any Director who the Board appoints shall be selected from among23
Members.24
4.7 Board Meetings. [N ew S ection]25
4.7.1 Organizational Meetings. The first meeting of the Board following each26
annual meeting of the Membership shall be held within ten (10) days thereafter at such time27
and place as the Board shall fix.28
4.7.2 Regular Meetings. Regular meetings of the Board may be held at such29
time and place, within the State, as a majority of the Directors shall determine, but at least four30
(4) such meetings shall be held during each fiscal year.31
10
4.7.3 Special Meetings. Special meetings of the Board shall be held when called1
by written notice signed by the President or Vice President or by any two (2) Directors after2
three days’ notice to each director unless emergency circumstances require shorter notice.3
4.8 Notice; Waiver of Notice. Notice of meetings of the Board of Directors shall4
specify the time and place of the meeting and, in the case of a special meeting, the nature of5
any special business to be considered. The notice shall be given to each Director by: (A)6
personal delivery; (B) first class mail, postage prepaid; (C) telephone communication, either7
directly to the Director or to a person at the Director's office or home who would reasonably be8
expected to communicate such notice promptly to the Director; (D) electronic mail with9
confirmation of the transmission or (E) facsimile (fax) with confirmation of transmission. All10
such notices shall be given at the Director's telephone number or sent to the Director's address11
as shown on the records of the Association. Notices sent by first class mail shall be deposited12
into a United States mailbox at least four (4) business days before the time set for the meeting.13
Notices given by personal delivery, telephone, electronic mail or facsimile shall be delivered,14
telephoned or transmitted by telephone at least seventy-two (72) hours before the time set for15
the meeting. Notice of Board meetings shall also be given to the Members in accordance with16
applicable State law.117
4.9 Telephonic Participation in Meetings. Members of the Board or any committee18
designated by the Board may participate in a meeting of the Board or committee by means of19
conference telephone or similar communications equipment, so that all persons participating in20
the meeting can hear each other. Participation in a meeting pursuant to this Section shall21
constitute presence in person at such meeting.22
4.10 Quorum of Board of Directors. At all meetings of the Board, a majority of the23
Directors shall constitute a quorum for the transaction of business, and the affirmative vote of a24
majority of the Directors present at a meeting at which a quorum is present shall constitute the25
decision of the Board, unless otherwise specifically provided in these Bylaws or the Declaration.26
If any meeting of the Board cannot be held because a quorum is not present, a majority of the27
Directors present at such meeting may adjourn the meeting to a time not less than five (5) nor28
more than thirty (30) days from the date of the original meeting. At the reconvened meeting, if29
a quorum is present, any business which might have been transacted at the meeting originally30
called may be transacted without further notice.31
1 As of the date of these Bylaws, A.R.S. §33-1804 requires forty-eight (48) hours advance notice tomembers of meetings of the Board by newsletter, conspicuous posting or any other reasonable meansas determined by the Board.
11
4.11 Compensation. Directors shall not receive any compensation from the1
Association for acting as such. Any Director may be reimbursed for expenses incurred on behalf2
of the Association. Any expenditure in excess of $100.00 need to be approved by a majority of3
the other Directors. Nothing herein shall prohibit the Association from compensating a4
Director, or any entity with which a Director is affiliated, for services or supplies furnished to5
the Association in a capacity other than as a Director, pursuant to a contract or agreement with6
the Association, provided that such Director's interest was made known to the Board prior to7
entering into such contract and such contract was approved by a majority of the Board of8
Directors, excluding the interested Director.9
4.12 Conduct and Organization of Meetings. Each meeting will be called to order and10
thereafter chaired by the President of the Association acting as the Chairperson of the Board of11
Directors. The Association’s Secretary will act as Secretary of each meeting; in his/her absence,12
the chairperson of the meeting may appoint any person to act as Secretary. The Secretary shall13
keep a minute book of Board meetings, recording all Board resolutions and all transactions and14
proceedings occurring at such meetings.15
As long as there is no showing of bad faith on his/her part, the Chairperson of a meeting16
will, among other things, have absolute authority to determine the order of business to be17
conducted at such meeting and to establish reasonable rules for expediting the business of the18
meeting (including any informal, or question and answer portions thereof.)19
4.13 Open Meetings. Subject to the provisions of Section 4.15, all meetings of the20
Board shall be open to all Members as required under A.R.S. §33-1804(A) or any successor21
statute. Presentation of one or more issues by any Member for consideration by the Board at22
any meeting shall be submitted in writing in order for the issue(s) to be included among agenda23
items for such meeting.24
4.14 Action without a Meeting. Any action that may be taken or is to be taken at a25
meeting of the Directors may be taken without a meeting if a consent in writing, setting forth26
the action so taken, is signed by all of the Directors, and such consent shall have the same force27
and effect as a unanimous vote. Such consents may be submitted via e-mail or fax, and signed28
in counterparts. Such consents shall be announced at and filed with the minutes of the next29
Board meeting. Action without a meeting may be taken only when it is not possible to30
assemble a quorum for a meeting or Board action is required for immediate Association31
business.32
4.15 Emergency Action. In the case of an emergency necessitating an immediate33
decision and action by the Board is required and a quorum of the Board cannot be convened,34
those Directors who are physically present in the Association area shall be empowered to35
12
render an interim decision for the protection and well-being of the Members. A written1
summary of the interim decision(s) will be entered into the Association’s records and shall be2
signed by all the Directors involved in the interim decision.3
ARTICLE V.4
POWERS AND DUTIES OF BOARD OF DIRECTORS5
[R eplacesandexpandsA rticleIV ofthecurrentBylaw s]6
5.1 General Powers and Duties. The Board of Directors shall have all of the powers7
and duties necessary for the administration of the Association’s affairs and for performing all8
responsibilities and exercising all rights of the Association as set forth in the Declaration, these9
Bylaws, the Articles, and as provided by law. The Board may do or cause to be done all acts and10
things which the Declaration, Articles, these Bylaws, or State laws do not prohibit or direct to11
be done and exercised exclusively by the membership generally. [R eplacesand expandsA rticle12
IV,S ection1(e)ofthecurrentBylaw s]13
5.2 Powers of the Board. The powers of the Board include but are not limited to the14
following:15
5.2.1 Hold and administer the assets and direct, control, manage and supervise16
the business and affairs of the Association;17
5.2.2 Enforce all applicable provisions of the Governing Documents;18
5.2.3 Make and publish architectural and design standards, and rules and19
regulations within the authority set forth in the Articles of Incorporation, these20
Bylaws, and the Declaration, and to establish penalties (including but not21
necessarily limited to fines and/or suspension of voting privileges) for the22
infraction thereof. There shall be copies of the complete architectural and design23
standards, and rules and regulations available for purchase or inspection by any24
Member of the Association upon request;25
5.2.4 Employ or terminate the services of any independent contractor, a26
managing agent or such other personnel and employees as the Board deems27
necessary, and to prescribe their duties;28
5.2.5 As more fully provided in these Bylaws and the Declaration to:29
30
(A) Establish and collect Assessments from each Member.31
(B) Perfect and foreclose a lien against any property for which32
Assessments are not paid, or to bring an action at law against the33
Member personally obligated to pay the same.34
13
(C) Pay any taxes and assessments which are, or could become, a lien1
on the property owned by the Association.2
(D) Contract for goods and/or services for the maintenance of3
property for which the Association is responsible.4
(E) When permitted by law, represent the Association before any and5
all governmental or quasi-governmental agencies, offices, groups6
or bodies in conjunction with any matters bearing upon or affect-7
ing the quality of life and property values of the Association’s8
Members, including but not necessarily limited to all planning9
and zoning, fire protection, street lighting, public utility and10
similar regulatory agencies.11
(F) Grant and convey easements, licenses or rights-of-way in12
accordance with the terms of the Declaration.13
(G) Borrow money for maintenance or improvement of14
property owned by the Association, and to mortgage, pledge, or15
hypothecate any or all of the Association’s real or personal16
property as security for money borrowed or debts incurred.17
5.3 Duties of the Board. The duties of the Board shall include, without limitation:18
5.3.1 Preparing and adopting, in accordance with the Declaration, an annual19
budget establishing each Owner's Assessment for his/her share of the common20
expenses, which budget shall include, but not necessarily be limited to, the21
estimated revenue and expenses and the annual cash reserves available for22
replacement and major repairs of the Association’s facilities;23
5.3.2 Levying and collecting such Assessments from the Owners;24
5.3.3 Complying with applicable state law with respect to periodic audit, review25
or compilation of the Association’s financial records, at the discretion of the26
Board, provided that if the services of a certified public accountant are retained,27
he or she shall be appointed by the Board and paid by the Association;28
5.3.4 Providing for the operation, care, upkeep, and maintenance of Common29
Areas;30
14
5.3.5 Designating, hiring, and dismissing the personnel necessary to carry out1
the rights and responsibilities of the Association and where appropriate,2
providing for the compensation of such personnel and for the purchase of3
equipment, supplies, and materials to be used by such personnel in the4
performance of their duties;5
5.3.6 Supervising all officers, agents and employees of the Association and6
ensuring that their duties are properly performed;7
5.3.7 Depositing all funds received on behalf of the Association in a bank8
depository which it shall approve, and using such funds to operate the9
Association; provided, any reserve funds may be deposited, in the Directors' best10
business judgment, in depositories other than banks;11
5.3.8 Opening of bank accounts on behalf of the Association and12
designating the signatories required;13
5.3.9 Making or contracting for the making of repairs, additions, and14
improvements to or alterations of the Common Area in accordance with the15
Declaration and these Bylaws, including borrowing money on behalf of the16
Association when required for Common Area repairs or improvements;17
5.3.10 Enforcing by legal means the provisions of the Governing Documents18
and bringing any proceedings which may be instituted on behalf of or against the19
Owners concerning the Association; provided, the Association shall not be20
obligated to take action to enforce any covenant, restriction or rule which the21
Board in the exercise of its business judgment determines is, or is likely to be22
construed as, inconsistent with applicable law, or in any case in which the Board23
reasonably determines that the Association's position is not strong enough to24
justify taking enforcement action;25
5.3.11 Obtaining, maintaining and carrying property and liability insurance26
and fidelity bonds, as provided in the Declaration, and, in the discretion of the27
Board, errors and omissions insurance on behalf of the Association’s Officers and28
Directors, paying the cost of all such insurance and/or fidelity bonds, and filing29
and adjusting claims, as appropriate;30
5.3.12 Paying the cost of all services rendered to the Association;31
15
5.3.13 Keeping books with detailed accounts of the receipts and1
expenditures of the Association;2
5.3.14 Making available to any prospective purchaser of a Lot, any Owner,3
and the holders, insurers, and guarantors of any Mortgage on any Unit, current4
copies of the Declaration, the Articles of Incorporation, the Bylaws, rules and all5
other books, records, and financial statements of the Association as provided in6
Section 9.3 hereof;7
5.3.15 Permitting utility suppliers to use portions of the Common Area8
reasonably necessary to the ongoing development or operation of the9
Properties; and10
5.3.16 Performing any other duties or functions which are required in the11
Governing Documents or applicable law.12
5.4 Management. The Board may employ for the Association a professional13
management agent(s) at such compensation as the Board may establish to perform such duties14
and services as the Board shall authorize. Any Management Agreement hereunder shall have15
a maximum term of three (3) years and shall provide for termination by either party thereto,16
with or without cause and without payment of a termination fee, upon thirty (30) days’ prior17
written notice. [N ew S ection]18
ARTICLE VI.19
OFFICERS20
[R eplacesandexpandsA rticleVIofthecurrentBylaw s]21
6.1 Officers. The officers of the Association shall be a President, Vice President,22
Secretary, and Treasurer. The President, Vice President, and Secretary shall be elected from23
among the members of the Board; other officers may, but need not be members of the Board.24
The Board may appoint such other officers, including one or more Assistant Secretaries and one25
or more Assistant Treasurers, as it shall deem desirable, such officers to have such authority26
and perform such duties as the Board prescribes. Any two (2) or more offices may be held by27
the same person, except the offices of President and Secretary.28
6.1.1 President. The President shall preside at and conduct all meetings of the29
Board and the Members. The President shall see that orders and resolutions of30
the Board are carried out; shall sign on behalf of the Association all leases,31
mortgages, deeds and other written instruments and agreements necessary to32
16
the Association’s business; and shall co-sign all promissory notes. The President1
shall perform such other services as the Board of Directors may designate.2
6.1.2 Vice President. The Vice President has such powers and performs such3
duties as the President or the Board may from time-to-time prescribe and shall4
perform such other duties as may be prescribed by these Bylaws. At the request5
of the President, or in case of his/her absence or inability to act, the Vice6
President shall perform the duties of the President and, when so acting, shall7
have all the powers of, and be subject to all the restrictions upon, the President.8
6.1.3 Secretary. The Secretary (or his or her designee) shall record the votes9
and keep the minutes of all meetings and proceedings of the Board and of the10
Members; provide notice of meetings of the Board and of the Members; keep11
appropriate current records showing the Members of the Association together12
with their addresses, and shall perform such other duties as required by the13
Board. The Secretary (or his or her designee) shall ensure that all the14
proceedings of the membership, and the Board of Directors, are recorded in one15
or more books kept for that purpose. The Secretary (or his or her designee) is the16
custodian of all contracts, deeds, documents, all other indicia of title to17
properties owned by the Association and of its corporate records (except18
accounting records). Upon request, the Secretary (or his or her designee) shall19
make the records of the Association which are not in the custody of the20
Treasurer, available for inspection, at all reasonable times to any Director or21
Member. All records of the Association shall be kept and maintained at the22
Association’s principal office.23
6.1.4 Treasurer. The Treasurer is responsible for supervising all of the funds24
and securities of the Association, official records, documents, ledgers and25
accounts involving the financial business of the Association. All financial records26
and documents shall be kept and maintained at the Association’s principal office.27
The Treasurer shall see to it that the Association’s funds are deposited to the28
account of the Association in such bank(s) which are federally insured and/or29
shall use said funds to purchase U.S. Treasury Notes, Certificates of Deposits or30
other obligations of the Federal Government or agencies thereof, as designated31
by the Board of Directors. The Treasurer (or his or her designee) shall prepare32
the annual operating and capital budget for the Association, which shall include,33
but not be limited to, the following: estimated revenue and expenses and the34
annual cash reserves available for replacement and major repairs of the35
Association’s facilities. This must be completed in a timely fashion, so that the36
17
Board can approve the budget no later than the January Board meeting. The1
Treasurer also shall issue financial statements when required, and perform such2
other duties as ordinarily pertain to that office. The Board of Directors may3
appoint an Assistant Treasurer who shall, in the absence or incapacity of the4
Treasurer, have the powers, duties and the responsibilities of the Treasurer5
except check signing). The Treasurer, except if unavailable, shall sign all checks6
and promissory notes of the Association.7
6.1.5 Bonding. At the Board’s discretion, all officers, Directors, Committee8
Chairs and members and employees, who are in any way involved in the9
handling of Association funds, and the paid managerial personnel of the10
Association shall be bonded or insured in a sum to be determined by the Board11
of Directors.12
6.2 Election and Term of Office. The Board shall elect the officers of the Association13
at the first meeting of the Board following each annual meeting of the Members, to serve until14
their successors are elected by the Board.15
6.3 Removal and Vacancies. The Board may remove any officer whenever in its16
judgment the best interests of the Association will be served, and may fill any vacancy in any17
office arising because of death, resignation, removal, or otherwise, for the unexpired portion of18
the term.19
6.4 Resignation. Any officer may resign at any time by giving written notice to the20
Board of Directors, the President, or the Secretary. Such resignation shall take effect on the21
date of the receipt of such notice or at any later time specified therein, and unless otherwise22
specified therein, the acceptance of such resignation shall not be necessary to make it effective.23
6.5 Agreements, Contracts, Deeds, Leases, Checks, Etc. All agreements, contracts,24
deeds, leases, checks, and other instruments of the Association shall be executed by at least25
two officers or by such other person or persons as may be designated by Board resolution. In26
addition, checks under a dollar limit to be designed by Board resolution may be signed by one27
authorized person.28
6.6 Compensation. Compensation of officers shall be subject to the same29
limitations as compensation of Directors under Section 4.11.30
6.7 Special Appointments. As set forth in Section 6.1 above, the Board may elect31
such other officers as the affairs of the Association may require, each of whom shall hold office32
18
for such period, have such authority, and perform such duties as the Board may, from time-to-1
time, determine.2
ARTICLE VII.3
COMMITTEES4
[R eplacesandexpandsA rticleVIIinthecurrentBylaw s]5
7.1 General. The Board may appoint such committees as it deems necessary and6
appropriate to properly and effectively carry on the affairs of the Association. Each committee7
created by the Board shall perform such tasks and serve for such periods as the Board may8
designate by resolution. Each committee shall operate in accordance with the terms of such9
resolution. Other than the committees established herein, any committee may be abolished or10
any committee member may be removed from a committee, with or without cause, by a11
majority vote of the board, provided a quorum is present. A committee may exercise the12
powers specifically granted to it herein and/or by the Chairperson of the Board, which generally13
will include the delegated authority to take action on behalf of the Board of Directors. Unless14
otherwise provided in the Governing Documents, each committee shall consist of a Chair and15
two or more members approved by the Board of Directors.16
7.2 Standing Committees. The standing committees of the Association shall be17
those which are necessary for conducting the business of the Association and are as follows:18
7.2.1 Architectural Committee. This committee shall have the duties and19
authority as set forth in the Declaration. The chairperson of this Committee shall20
be a member of the Board of Directors.21
7.2.2 Nominating and Election Committee.22
7.2.2.1 Purpose and Term of Committee. The Nominating and Election23
Committee shall nominate candidates for the Directors’ positions to be24
elected and filled by the Members annually. The members of this25
Committee shall oversee all elections during a one-year term that begins26
at least one hundred twenty (120) days before the Annual Meeting each27
year.28
7.2.2.2 Selection of Members to Nominating and Election Committee.29
The Nominating and Election Committee shall consist of a chairperson30
and two or more Members of the Association, who shall be selected as31
follows: The President, with the approval of a majority of the Board of32
19
Directors shall appoint the members of this Committee. Other than the1
Secretary, no Director may be a member of this Committee.2
7.2.2.3 Notice of Initial Meeting. The President shall call the first meeting3
of the Nominating and Election Committee, by giving written notice to4
each member of the Committee at least seven (7) days prior to the date5
of that meeting.6
7.2.2.4 Selection of Candidates. The Committee or any Member of the7
Association may submit the names of prospective candidates for the8
Board positions to be elected by the Members. The name of each9
prospective candidate shall be submitted in writing to the Nominating10
and Election Committee at the general office of the Association, together11
with a resume on a form provided by the Association.12
7.2.2.5 Slate of Candidates. The Nominating and Election Committee13
shall prepare and announce a slate of candidates, which shall be mailed14
to Members with the Notice of Annual Meeting of the Association. In15
making its nominations, the Nominating and Election Committee shall16
use reasonable efforts to nominate candidates representing the diversity17
which exists within the pool of potential candidates.18
7.2.3 Finance Committee. The Treasurer shall be a member of the Finance19
Committee, which shall approve the financial statements and budget to be20
presented to the Membership.21
7.2.4 Streets and Arroyo Committee. This Committee shall advise the Board of22
Directors on all matters pertaining to the maintenance, repair, or improvement23
of all streets and arroyos, identifying any changes in arroyos that might improve24
water flow, reduce erosion, or any other matter pertaining to arroyos or streets25
that would be of benefit or detriment to the Association.26
7.2.5 Maintenance Control Committee. This Committee shall comprise no less27
than three (3) members, primarily for the purpose of directing the maintenance28
of all landscaped Common Areas and approving community plans for alterations29
or additions to the landscaped Common Areas. To this end, the Maintenance30
Control Committee shall approve/disapprove all plans and specifications related31
to changes to landscaped Common Areas; shall advise the Board of Directors on32
all matters pertaining to the maintenance, repair, or improvement of the33
landscaped Common Areas; and shall perform such other functions as the Board,34
20
in its discretion, determines. Owners may not do any landscaping, gardening, or1
changing the topography, installing any electrical or plumbing or any other type2
of equipment on the Common Areas without Maintenance Control Committee3
approval.4
7.2.6 Compliance Committee. This Committee shall oversee the enforcement5
standards and rules of the Association in the Properties. Association6
management or Compliance Committee members will receive and evaluate7
Member complaints and take appropriate action to secure compliance.8
ARTICLE VIII.9
INDEMNIFICATION OF DIRECTORS AND OFFICERS [N EW S ECT IO N ]10
8.1 Indemnification. To the greatest extent provided by law, as provided in A.R.S.11
§10-3850 et seq., and except as provided in these Bylaws, the Association shall hold harmless12
and indemnify each of its current and former Directors and Officers (hereinafter each is13
individually referred to as an “Indemnitee”) for, from and against any and all liability and14
expenses incurred by the Indemnitee in connection with any threatened or actual proceeding15
or legal action resulting from the Indemnitee’s service to the Association or to another entity at16
the Association’s request.17
8.2 Exclusions. Except insofar as permitted by law, the Association shall not18
indemnify the Indemnitee if indemnification is prohibited by A.R.S. §10-3850 et seq19
(Indemnification), or any successor thereto. In addition, the Association shall not indemnify the20
Indemnitee for the following:21
8.2.1 The amount of a financial benefit received by an Indemnitee to which the22
Indemnitee is not entitled.23
8.2.2 An intentional infliction of harm by the Indemnitee on the Association or24
its members.25
8.2.3 A violation of A.R.S. §10-3830 (General Standards for Directors) and/or26
A.R.S. §10-3833 (Liability for Unlawful Distributions).27
8.2.4 An intentional violation by the Indemnitee of criminal laws.28
8.3 Procedure. The Indemnitee shall notify the Association promptly of the threat or29
commencement of any proceeding or legal action with respect to which the Indemnitee intends30
to seek indemnification and shall give the Association a reasonable opportunity to defend the31
same at its own expense and with counsel reasonably satisfactory to the Indemnitee. The32
21
Association shall be entitled to assume the Indemnitee’s defense with counsel reasonably1
satisfactory to the Indemnitee, unless the Indemnitee provides the Association with an opinion2
of counsel reasonably concluding that there may be a conflict of interest between the3
Indemnitee and the Association in the defense of the proceeding or legal action; or that there4
may be legal defenses available to the Indemnitee which are different from or in addition to5
those available to the Association; or if the Association shall, after receiving notice of the6
Association’s indemnification obligation and within a period of time necessary to preserve any7
and all defenses to any claim asserted, fails to assume the defense or to employ counsel for8
that purpose satisfactory to the Indemnitee, the Indemnitee shall have the right, but not the9
obligation, to undertake the defense of, and to compromise or settle the claim or other matter10
on behalf of, for the account of, and at the risk of, the Association. The Association shall be11
responsible for the reasonable counsel fees, costs, and expenses of the Indemnitee in12
conducting its defense.13
8.4 Expense Advances. The Association shall advance expenses, including attorneys’14
fees, incurred or to be incurred by the Indemnitee in defending a proceeding or legal action15
upon receipt of notice and, if required by law, of an undertaking by or on behalf of the16
Indemnitee. The Indemnitee shall repay all amounts advanced if it is ultimately determined by17
final judicial decision (after expiration or exhaustion of any appeal rights) that the Indemnitee is18
not entitled to be indemnified for such expenses. In addition, whether the Association pays for19
the reasonable expenses or reimburses an Indemnitee, the Indemnitee must first provide the20
Association with a written affirmation of the Indemnitee’s good faith belief that he or she has21
met the standard of conduct contained in A.R.S. §10-3830 (General Standards for Directors)22
and/or A.R.S. §10-3851 (Authority to Indemnify), or that the proceeding involves conduct for23
which liability has been eliminated pursuant to A.R.S. §10-3202(B)(1) (Articles of24
Incorporation).25
8.5 Settlement of Claims. Neither the Association nor the Indemnitee will26
unreasonably withhold consent to any proposed settlement. The Association shall not be27
obligated to indemnify the Indemnitee for any amounts incurred in settlement, if settlement is28
made without the Association’s prior written consent. The Association shall not enter into any29
settlement that would impose any penalty or limitation on the Indemnitee without the30
Indemnitee’s prior written consent.31
8.6 Insurance and Other Indemnification. The Board of Directors shall have the32
power to cause the Association: (A) to purchase and maintain, at the Association’s expenses,33
insurance on behalf of the Association and on behalf of others to the extent that power to do34
so has been or may be granted by statute; and (B) to give other indemnification to the extent35
permitted by law.36
22
8.7 Effect of Repeal. In order that Officers and Directors may rely on the1
indemnification promised by this Article VII, no repeal or amendment of this Article VII shall2
reduce the right of the Indemnitee to payment of expenses or indemnification for acts of the3
Indemnitee taken before the date of repeal or amendment.4
ARTICLE IX.5
MISCELLANEOUS6
9.1 Fiscal Year. The fiscal year of the Association shall be the calendar year unless7
the Board establishes a different fiscal year by resolution. [N ew S ection that reflectscurrent8
practiceofA ssociation]9
9.2 Conflicts. If there are conflicts between the provisions of the Declaration and10
any other of the Governing Documents, the provisions of the Declaration shall prevail. If there11
are conflicts between the provisions of the Articles of Incorporation and these Bylaws, the12
Articles shall prevail. [N ew S ection]13
9.3 Books and Records. All financial and other records of the Association shall be14
made reasonably available for examination by any Member or any person designated by the15
member in writing as the Member’s representative. The Association shall have ten (10)16
business days to fulfill a request for examination, which must be made in writing. Books and17
records kept by or on behalf of the Association and the Board may be withheld from disclosure18
to the extent set forth in A.R.S. §33-1805 or any other pertinent statute. [R eplacesand19
expandsA rticleX ofcurrentBylaw s.]20
9.4 Notices. [N ew S ection] Except as otherwise provided in the Declaration or these21
Bylaws, all notices, demands, bills, statements, or other communications under the Declaration22
or these Bylaws shall be in writing and shall be deemed to have been duly given if delivered23
personally or if sent by United States mail, first class postage prepaid:24
9.4.1 If to a Member, at the address which the Member has designated in25
writing and filed with the Secretary or, if no such address has been designated,26
at the address of the Lot of such Member; or27
9.4.2 If to the Association, the Board, or the managing agent, at the principal28
office of the Association or of the managing agent, or at such other address as29
shall be designated by notice in writing to the Members pursuant to this Section.30
9.5 Amendment. These Bylaws may be amended by the affirmative vote of two-31
thirds (2/3rds) of the Members present in person or by absentee ballot at any Annual or Special32
Meeting of Members, provided a quorum is present. These Bylaws shall not be amended to33
23
contain any provisions that would be contrary to or inconsistent with the Declaration or the1
Articles. Any provisions or purported amendment or modification to these Bylaws that is2
contrary to or inconsistent with the Declaration or the Articles shall be void to the extent of the3
inconsistency. [R eplacesand revised A rticle X IofcurrentBylaw sto com ply w ith S ections10-4
11021 and10-11003 ofA rizonaN on-P rofitCorporationsA ct]5
CERTIFICATION
The undersigned President of GREEN VALLEY DESERT HILLS NO. 2, INC., an Arizona
nonprofit corporation does hereby certify that the foregoing Bylaws constitute the official
Bylaws of said Association, as duly adopted by the Association on the _____ day of
____________, 2016.
IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of said
Association this _____ day of __________, 2016.
By: _______________________________________Its: President
ATTEST:
_______________________________________Secretary