SANTA CATALINA ESTATES PROPERTY OWNERS ASSOCIATION Inc.
BY-LAWS
Article 1- Name
Section 1.
The name shall be Santa Catalina Estates Property Owners Association, Inc., hereinafter referred to as the Corporation.
Article II- Purposes
Section 1.
The purpose of the Corporation is to represent the members by enforcing the CCRs, supporting or opposing public policies, statutes, ordinances, regulations, variances and other public acts which impact on the community and engaging in all other acts permitted by law that benefit the membership.
Article III-Administrative Policy
Section 1.
Donations or gifts to the Corporation may be accepted for the purpose designated by the donor, provided such designation is within the purposes of the Corporation as set forth in Article II. If the purpose of a donation or gift to the Corporation is not designated, then the Corporation may use such donation or gift for any purpose specified in Article II.
Section 2.
A 2/3 vote of members present at a duly scheduled General Meeting of the membership shall be required to amend the By-Laws. Written notice of not less than 32 days from the date of mailing shall be given to the members prior to a vote to change the By-laws. Such notice shall include
the text of all proposed changes.
Section 3.
All meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order except as otherwise provided in these By-Laws.
Article IV-Membership
Section 1.
The membership of the Corporation shall consist of the legal owners of property in Santa Catalina Estates. There shall be only one membership for each numbered lot.
Section 2.
Verification shall be made through legal proof of ownership.
Section 3.
Only those members whose dues are current shall be eligible to vote.
Section 4.
The right to hold elective office, membership on the Board and/or to serve on a committee shall be limited to members whose dues are current.
Section 5.
Any Officer, Director or Committee member may be removed from office, directorship or committee membership for cause by a 2/3 vote of members attending any meeting provided, however, that the officer, director or committee member sought to be removed shall have received a copy of written charges at least 60 days prior to the date of the meeting and shall be afforded an opportunity to be heard by the members either in person or by proxy or by presentation of written evidence. Non attendance at 3 consecutive Board meetings without justification may constitute cause for removal of officers and Directors from office. ..
Section 6.
Resignation from any office or from membership on the Board of Directors or from membership on any committee shall be in writing addressed to the Secretary of the Corporation who shall transmit copies of such resignation to all members of the Board. Vacancies between Annual Meetings shall be filled by the Board.
Section 7.
Any member shall have the right to notify the Board of Directors in writing of claims of violations of the CCRs. The Board shall investigate all such written notices and take appropriate action including notification to the member furnishing the notice of such action taken by the Board. No investigation shall be conducted absent written notice from a member.
Article V- Dues
Section 1.
The Corporation dues of members shall be decided for the following calendar year at the last general meeting of preceding calendar year on recommendation from the Board by majority vote of members present, but in no event shall be less than $25 per year.
Section 2
Dues shall be payable on or before January 1st of each year.
Article VI- Officers
Section 1.
Officers shall be President, Vice President, Secretary and Treasurer.
Section 2
Officers shall be elected by majority vote of members present at the Annual Meeting for a term of one year.
Section 3.
All Officers shall serve as Directors.
Section 4.
The President shall serve as Chairman and shall preside at all meetings of members and of the Board of Directors. The President shall select committees and designate Chairs of Committees with the approval of the Board. The President shall implement all resolutions adopted by the membership and the Board of Directors. The President shall sign all agreements and other instruments in the name of the Corporation. The President shall have such other powers and duties as are prescribed from time to time by the membership and the Board of Directors.
Section 5.
The Vice President shall act as President in the absence of the President and shall have such other powers and duties as are prescribed from time to time by the membership and the Board of Directors.
Section 6.
The Secretary shall maintain current addresses of members, issue Notices, notify members of their election or appointment to become officers, directors or committee members of chairs of committees, keep a roster of all committees, be responsible for mailings to the legal owners, members, Board of Directors and committees, record all proceedings of all meetings of members and Directors, retain copies of all correspondence to or from the Corporation, and carry out such additional duties as are prescribed from time to time by the membership and the Board of Directors.
Section 7.
The Treasurer shall have charge of all corporate books and financial books and records, collect all dues and other payments or donations to the Corporation, pay all lawful bills of the Corporation, deposit and invest all funds of the Corporation, keep accurate books of account, render annual financial reports and interim financial reports as requested by the Board and carry out such additional duties as are prescribed from time to time by the membership and the Board of Directors.
Article VII- Board of Directors
Section 1.
The Board of Directors shall consist of up to 13 members including the officers. Efforts shall be made to include at least 2 members from each numerical subdivision of Santa Catalina Estates. The election of Directors for the following term shall be at the Annual meeting and Directors and Officers shall assume their duties immediately upon election. The Directors shall serve for a term of one year.
Section 2.
Subject to policies adopted by the membership, the direction and management of the Corporation shall be the responsibility of the Board of Directors.
Section 3.
A majority of Directors serving in office shall constitute a quorum.
Section 4.
All Officers and Directors shall serve without compensation but shall be reimbursed for any expenses authorized by the Corporation and incurred on its behalf.
Section 5.
All Officers and Directors shall be held harmless by the Corporation from any liability incurred in connection with the lawful performance of their duties.
Section 6.
The Board shall verify the membership and shall audit the membership records.
Section 7.
The Board shall audit the Annual Financial report and shall cause copies of the report to be made available at the Annual meeting.
Section 8.
The Board of Directors shall meet at least 4 times during each calendar year. Meetings may be called by the President or by request of 3 members of the Board. Written notice of not less than 3 days shall be given except in emergencies. Notice may be given by fax or e-mail.
Section 9.
Board meetings shall be open to members wishing to attend but notice of Board meetings shall not be required to be given to the general membership
Article VIII- Meetings of Members
Section 1.
Regular meetings of the general membership shall be held at least once a year as designated by the Board Members shall be notified of meetings post marked at least 10 days prior to the date of the meeting.
Section 2.
Special meetings must be called by the President upon receipt of written request, signed by at least 10 members in good standing. The request shall set forth clearly the purpose for which the meeting is desired. The order of business shall conform to a written agenda, a copy of which shall be sent to the membership together with the notification of the meeting.
Section 3.
All officers' reports and committee reports shall be submitted in writing to the meeting, and shall be reproduced verbatim in the meeting minutes. All recommendations contained in committee reports shall have the status of seconded motions; these recommendations may be amended by the membership and said recommendations shall be put to a vote by the membership in the regular course of business before adjournment of the meeting
Section 4.
All motions, amendments thereto, and actions thereon shall be recorded in the minutes. Minutes of the previous meeting shall be made available to the membership at the following general meeting.
Section 5.
A quorum at general meetings shall consist of 20 members in good standing.
Article IX- Elections
Section 1.
A nominating committee of not less than 3 members chosen from the membership shall be appointed by the President and ratified by the Board, at least 4 weeks prior to the Annual Meeting. The Nominating Committee shall present at least one name for each vacancy in the Board of Directors properly allocated where possible to the subdivisions of the estates as provided in the By-Laws. Membership shall be sent a copy of the ballot together with a notice of the Annual Meeting. Nominations will be permitted from the floor.
Article X-Fiscal Year
Section 1.
The fiscal year shall be the calendar year.