BYLAWS
OF
COUNTRYSIDE VALLEY HOMEOWNERS ASSOCIATION, INC
ARTICLE I
NAME AND LOCATION
The name of the corporation is
COUNTRYSIDE VALLEY HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the
“Association”. The principal office of the corporation shall be located at 5363
East Pima, Second Floor, in Tucson, Arizona, but meetings of Members and
Directors may be held at such places within the State of Arizona, County of
Pima, as may be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. “Articles” shall mean the
Articles of Incorporation of Countryside Valley Homeowners Association, Inc.,
and amendments thereto which are filed in the office of the Arizona Corporation
Commission.
Section 2. “Association” shall mean and
refer to COUNTRYSIDE VALLEY HOMEODWNERS ACCOCOATION, INC., its successors and
assigns.
Section 3. “Common Area(s)” shall mean all real property,
whether improved or unimproved, designated as Common Areas “A”, “B”, and “C” on
the subdivision plat and owned by the Association for the common use and
enjoyment of the Owners. “Common Property” shall mean the common Areas and the
recreational facilities, if any, including any persona property mow or
hereafter owned by or leased by the Association.
Section 4. “Declaration” shall mean the
Declaration of Covenants, Conditions, and Restrictions of Countryside Valley
Homeowners Association, Inc., recorded in Book at Page
in the
records of the Pima County Recorder, Pima County, Arizona, and any amendments
thereto.
Section 5. “Developer” shall mean and refer
to the U.S. Home Corporation, a Delaware corporation, and its successors in
interest pursuant to an instrument duly recorded conveying its interest as
Developer.
Section 6. “Lot” shall mean any plot of
land shown upon the recorded subdivision plat and all improvements thereon,
with the exception of the Common Areas and recreational facilities.
Section 7. “Member” shall mean and refer t
those persons entitled to membership in the Association as provided in the
Declaration.
Section 8. “Owner” shall mean the record
owner, whether one or more persons or entities, of the fee simple title to any
Lot covered by the Declaration, but excluding those having such interest merely
as security for the performance of an obligation.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. The
first annual meeting of the Members shall be held within one year from the date
of incorporation of the Association, and each subsequent regular annual meeting
of the Members shall be held on the
same day of the same month of each year thereafter, at the hour of 7:00 o’clock
P.M.. If the day for the annual meeting of the Members is a legal holiday, the
meeting will be held at the same hour on the first day following which is not a
legal holiday.
Section 2. Special
Meetings. Special meetings of the Members may be called at any time by the
president or by the Board of Directors, or upon written request of one-forth
(1/4) of the Class A members who are entitled to vote.
Section 3. Notice of Meetings. Except as otherwise provided in the Articles
of Incorporation, the Declaration, or these Bylaws, 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, at least fifteen (15) days before
such meeting to each member entitled to vote thereat. Such notice shall specify
the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. Except as otherwise provided in the Articles
of Incorporation, the Declaration, or these Bylaws, the presence of at least
twenty-five percent (25%) of Members entitled to cast votes, or proxies
entitled to cast votes, shall be required to constitute a quorum for any
action. If, however, such quorum shall not be present or represented at any
meeting, the Members entitled to vote thereat shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. (this section has been
superseded by ARS 33-1812) Proxies.
At all meetings of Members, each Member may vote in person or by proxy.
All proxies shall be in writing and filed with the secretary. Every proxy shall
be revocable and shall automatically cease upon conveyance by the Member of his
Lot.
ARTICLE IV
BOARD OF DIRECTORS, SELECTION AND TERM OF OFFICE
Section 1. Number. The affairs of
this Association shall be managed by a Board of not less than three (3) and not
more than five (5) Directors who need not be Members of the Association.
Section 2. Term of Office. At the first annual meeting the Members shall elect the successors of the initial Board of Directors
as set forth in the Articles of Incorporation Each Director shall serve a one
(1) year term until their successors are elected and qualified; provided that
in the event of failure to hold such meeting or to hold such election at such
meeting, such election may be held at any special meeting of the membership
called for that purpose.
Section 3. Removal. Any director may be removed from the Board,
with or without cause, by a majority vote of the Members of the Association. In
the event of death, resignation or removal of a Director, his successor shall
be selected by the remaining members of the Board and shall serve for the
unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation
for any service he may render to the Association. However, any Director may be
reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a
Meeting. After first obtaining
the written approval of all the Directors, the Directors shall have the right
to take any action in the absence of a meeting which they could take at a
meeting. Any actions so approved shall have the same effect as though taken at
a meeting of the Directors.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the
Board of Directors shall be made by a Nominating Committee. Nominations may
also be made from the floor at the annual meeting. The Nominating Committee
shall consist of a Chairman, who shall be a member of the Board of Directors,
and two or more Members of the Association. The Nominating Committee shall be
appointed by the Board of Directors prior to each annual meeting of the
Members, to serve from the close of such annual meeting until the close of the
next annual meeting and such appointment shall be announced at each annual
meeting. The nominating Committee shall make as many nominations for election
to the Board of Directors as it shall in its discretion determine, but not less
than the number of vacancies that are to be filled. Such nominations may be
made from among the Members or non-members.
Section 2. Election. Election to the Board of Directors shall be
by secret written ballot. At such election the Members or their proxies may
cast, in respect to each vacancy, as many votes as they are entitled to
exercise under the provisions of the Declaration. The persons receiving the
largest number of votes shall be elected. Cumulative voting shall not be
permitted.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors
shall be held monthly without notice, at such place and hour as may be fixed
from time to time by resolution of the Board. If the meeting falls upon a legal
holiday, then that meeting shall be held at the same time on the next day which
is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board of Directors
shall be held when called by the president of the Association, or by any two
Directors, after not less than three (3) days notice to each Director.
Section 3. Quorum. A majority of the number of Directors shall
constitute a quorum for the transaction of business. Every action or decision
done or made by a majority of present the Directors present at a duly held
meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD DIRECTORS
Section 1. Powers. The Board of Directors shall have power to:
A. Adopt and publish rules and regulations
governing the use of the Common Property, and the personal conduct of the
Members and their guests thereon, and to establish penalties for any infraction
thereof;
B. Suspend the voting rights and rights to
use of the recreations facilities (except for rights of ingress and egress
through the Common Areas) during any period in which such Member shall be in
default in the payment of any assessment levied by the Association. Such rights
may also be suspended after notice and hearing, for a period not to exceed
sixty (60) days for infraction of published rules and regulations;
C. Exercise for the Association all powers,
duties and authority vested in or delegated to this Association and not
reserved to the membership by others provisions of these Bylaws, the Articles
of Incorporation, or the Declaration;
D. Declare the office of a member of the
Board of Directors to the vacant in the event such member shall be absent from
three (3) consecutive regular meetings of the Board of Directors;
E. Employ a manager, an independent
contractor, or such other employees as they deem necessary, and to prescribe
their duties; and
F. Enforce the provisions of the Declaration
of Covenants, Conditions and Restrictions; and
G. Enforce the rules and regulations for the
Association as they may be, from time to time, promulgated by the Board.
Section 2. Duties. It shall be the duty of the Board of
Directors to:
A. Cause to be kept a complete record of all
its acts and corporate affairs and to present a statement thereof to the
members at the annual meeting of the Members, or at any special meeting when
such statements is requested in writing by on-fourth (1/4) of the Class A
Members who are entitled to vote;
B. Supervise all officers, agents and
employees of this Association, and to see that their duties are properly
performed;
C. As more fully provided in the Declaration,
to:
(1)
Fix the amount of the annual assessment against each Lot at least thirty (30)
days in advance of each annual assessment period; and
(2)
Send written notice of each assessment to every Owner subject thereto;
D. Issue, or to cause an appropriate officer
to issue, upon demand by any person, a certificate setting forth whether or not
any assessment has been paid off. A reasonable charge may be made by the Board
for the issuance of these certificates. If a certificate states an assessment
has been paid off, such certificate shall be conclusive evidence of such
payment;
E. Procure and maintain adequate liability,
hazard, or other insurance on property owned by the Association in accordance
with the Declaration and Article VIII;
F. Cause all officers or employees having
fiscal responsibilities to be bonded, as it may deem appropriate;
G. Cause the Common Property to be maintained;
and
H. Enforce the
Declaration of Covenants, Conditions and Restrictions.
ARTICLE VIII
INSURANCE
The Board shall make
reasonable efforts to obtain the following types of insurance for the
Association:
Section 1. Hazard Insurance. The insurance policy shall protect against
at least:
A. The loss or damage by fire or other
hazards that are normally covered by the standard extended coverage
endorsement; and
B. All other perils customarily covered for
similar types of projects, including those covered by the standard “All-Risk”
endorsement. The foregoing coverage must cover all of the Common Property
except for those items which are normally excluded from coverage, i.e., land,
foundation, excavation and so on. Fixtures, building service equipment, as well
as personal property and supplies on the Common Property should be covered.
The amount of the
insurance should cover 100% of the replacement cost of the Common Property
facilities. Coverage does not need to include land, foundation, excavations and
other items that are usually excluded from insurance coverage.
The following
additional endorsements shall be obtained:
(1) Agreed Amount and Inflation Guard
Endorsement when obtainable.
(2) If there is a construction code provision
that requires changes to undamaged portions of the buildings even when only
part of the project is destroyed by an insured hazard, then construction Code
Endorsements shall be maintained. Typical endorsements include Demolition Cost
Endorsements, Contingent Liability From Operation of Building Laws Endorsements
and Increased Cost of Construction Endorsement.
Section 2. Flood Insurance. If any part of the Common Property is in a
special flood hazard area, as defined by the Federal Emergency Management
Agency, then the Association should, if economically practical, make reasonable
efforts to maintain a “Master” or “Blanket” policy of flood insurance. The policy should cover any buildings on the
Common Property owned by the Association. If such flood insurance is
maintained, the amount of the current replacement cost of all buildings and
other insurable property located in the flood hazard area; or (2) the maximum
coverage available for the Common Property under the National Flood Insurance
Program.
Section 3. Liability Insurance. The
association shall make reasonable efforts to maintain a comprehensive general
liability insurance policy covering all of the Common Property, public ways and
recreational facilities that are under its supervision. The policy should
provide coverage of at least $1,000,000.00 for the bodily injury and property
damage for any single occurrence.
The liability insurance
should provide coverage for:
(1) bodily injury and property
damage that results from the operation, maintenance or use of the Common
Property and recreational facilities located thereon; and (2) any legal liability
that results from lawsuits related to employment contracts in which the
Association is a party.
The policy should
provide for at least ten days’ written notice to the Association before the
insurer can cancel or substantially modify it.
Section 4. Fidelity Bonds. The Association must have blanket
fidelity bonds for anyone who either handles or is responsible for funds held
or administered by the Association, whether or not they receive compensation
for their services. A management agent that handles funds for the Association
should also be covered by its own fidelity bond.
Except for fidelity
bonds that a management agent obtains for its personnel, all other bonds should
name the Association as an obligee and should have their premiums paid by the
Association.
The fidelity bond
should cover the maximum funds that will be in the custody of the Association
of its management agent at any time while the bond is in force. In addition,
the bond coverage must at least equal the sum of three months assessments on
all units or lots having membership rights in the Association, plus reserve
funds of the Association.
The bond shall include
a provision that calls for ten days’ written notice to the Association or
insurance trustee prior to cancellation or substantial modification of the bond
for any reason.
ARTICLE IX
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Association shall
be a president and one or more vice presidents, who shall at all times be
members of the Board of Directors, a secretary, and a treasurer, and such other
officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at
the first meeting of the Board of Directors following each annual meeting of
the members.
Section 3. Term. The officers of this Association shall
be elected annually by the Board and each shall hold office for one (1) year
unless he shall sooner resign, or shall be removed, or otherwise disqualified
to serve.
Section 4. Special appointments. The Board may elect such other
officers as the affairs of the Association may require, each of whom shall hold
office for such period, have such authority and perform such duties as the
Board may, from time to time, determine.
Section 5. 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 the 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.
Section6. Vacancies. 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 he replaces.
Section 7. Multiple Offices. Any two or more offices may be held by the
same person except the office of president and secretary.
Section 8. Duties. The duties of the officers are as
follows:
A. President. The president shall preside at all meetings of the Board
of Directors; shall see that orders and resolutions of the Board are carried
out; shall sign all leases, mortgages deeds and other written instruments and
shall co-sign all checks and promissory notes;
B. Vice President. The
vice president shall act in the place and stead of the president in the event
of his absence, inability or refusal to act, and shall exercise and discharge
such other duties as may be required of him by the Board;
C. Secretary. The secretary shall record the votes and keep the minutes
of all meetings and proceedings of the Board and of the Members; keep the
corporate seal of the Association and affix it on all papers requiring said
seal; serve notice of meetings of the Board and of the Members; keep
appropriate current records listing the Members of the Association and their
addresses; and shall perform such other duties as required by the Board; and
D. Treasurer. The treasurer shall receive and deposit in appropriate
bank accounts all monies of the Association and shall disburse such funds as
directed by resolution of the Board of Directors; shall sign all checks and
promissory notes of the Association; keep proper books of account; cause an
annual audit of the Association books to be made by a public accountant at the
completion of each fiscal year; and shall prepare an annual budget and a
statement of income and expenditures to be p[resented to the membership at its
regular annual meetings, and deliver a copy of each to the Members.
ARTICLE X
COMMITTEES
The association shall
appoint an Architectural Control Committee as provided in the Declaration, and
shall appoint a Nominating Committee as provided in these Bylaws. In addition,
the Board of Directors shall appoint other committees as deemed appropriate in
carrying out its purpose.
ARTICLE XI
BOOKS AND RECORDS
The books, records and
papers of the Association shall at all times, during reasonable business hours,
be subject to inspection by any Member. The Declaration, the Articles of
Incorporation and Bylaws of the Association shall be available for inspection
by any Member at the principal office of the Association, where copies may be
purchased at reasonable cost.
ARTICLE XII
ASSESSMENTS
As more fully provided
in the Declaration, each Member is obligated to pay to the Association annual
and special assessments which are secured by a continuing lien upon the
property against which the assessment is made. If the assessment is not paid
within thirty (30) days after the due date, the assessment shall be deemed
delinquent and shall bear interest from the date of delinquency at the rate of
twelve percent (12%) per annum. The Association may bring an action at law
against the Owner personally obligated to pay the same or foreclose the lien
against the property, and interest, costs, and reasonable attorneys’ fees of
any such action shall be added to the amount of such assessments. No Owner may
waive or otherwise escape liability for the assessments provided for herein by
nonuse of the Common Property or abandonment of his Lot. The assessment to be
paid by each Owner shall be set by the Board of Directors from time to time, in
accordance with the Declaration.
ARTICLE XIII
CORPORATE SEAL
The Association shall
have a seal in circular form having within its circumference the words
“COUNTRYSIDE VALLEY HOMEOWNERS ASSOCIATION, INC.”
ARTICLE XIV
AMENDMENTS
These Bylaws may be
amended as follows:
1. As long as Developer is a Class B or Class
A Member, these Bylaws may be amended by Developer, except that the Federal
Housing Administration or the Veterans Administration shall have the right of
prior approval of amendments while there is Class B membership; and
2. At a regular or special meeting of the
Members, by a vote of a majority of a quorum of Members present in person or by
proxy, except that Developer shall have the right to approve amendments as long
as it is a Class B or Class A Member, and the Federal Housing Administration or
the Veterans Administration shall have the right of prior approval of
amendments while there is Class B membership.
ARTICLE XV
CONSTRUCTION
In the case of any conflict between
the Articles of Incorporation and these Bylaws, the Articles shall control; and
in the case of any conflict between the Declaration and the Articles or Bylaws,
the Declaration shall control.
ARTICLE XVI
MISCELANEOUS
The fiscal year of the Association
shall begin on the first (1st) day of January and end on the
thirty-first (31st) day of December of every year, except that the
first fiscal year shall begin on the date of incorporation.
The foregoing Bylaws were adopted by
the Board of Directors of the COUNTRYSIDE VALLEY HOMEOWNERS ASSOCIATION, INC.,
as of this ____ day of __________, 1986.
_______________________
John D. Huggins
Secretary