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AMENDED BY-LAWS OF COWELL HOMEOWNERS ASSOCIATION, INC. NOTE: This document is for information purposes only. Contact the business office for an official copy of this document.
ARTICLE V BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE ARTICLE V BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE *
ARTICLE VI NOMINATION AND ELECTION OF DIRECTORS ARTICLE VII MEETINGS OF DIRECTORS
ARTICLE VIII POWERS AND DUTIES OF THE BOARD OF DIRECTORS ARTICLE IX OFFICERS AND THEIR DUTIES
ARTICLE X ARCHITECTURAL CONTROL
ARTICLE XI ASSESSMENTS AND CHARGES ARTICLE XIV AMENDMENTS OF THE BY-LAWS ARTICLE XV INSPECTION OF BOOKS AND ACCOUNTS
AMENDED BY-LAWS
The name of the corporation is COWELL HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the "Association." The principal office of the corporation shall be located at 4465 Larwin Avenue, Concord, California, 94521, but meetings of Members and Directors may be held at such places within the State of California, County of Contra Costa, as may be designated by the Board of Directors.
"Articles" shall mean the Articles of Incorporation of Cowell Homeowners Association, Inc., as they may be amended from time to time, and as filed with the Office of the Secretary of State of California. "Association" shall mean Cowell Homeowners Association, Inc., its successors, and assigns. "Board of Directors" or "Board" shall mean the Board of Directors of Cowell Homeowners Association, Inc. "Common Area" shall mean all real property owned by the Association or t e common use and enjoyment of the Owners. "Declaration" shall mean the Declaration of Covenants, Conditions and restrictions of Cowell Homeowners Association, Inc., recorded in the Office of the County Recorder of Contra Costa County, California, and any amendments thereof. "Development" shall mean all that certain real property described in the Declaration and such additions thereto as may hereafter be brought within the jurisdiction of the Association. "Lot" shall mean any plot of land shown upon any recorded subdivision map of the Development, with the exception of the Common Area. "Member" shall mean each person or entity who is a record Owner of a fee or undivided fee interest in any Lot within the Development, except any such person or entity who holds an interest in a Lot merely as security for the performance of an obligation. "Owner?' shall mean the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Development, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. "Rules" shall mean the rules and regulations governing the use, occupancy and management of the Development or any part thereof as adopted and published by the Board of Directors from time to time.
Every owner of a Lot within the area described in the Cowell Declaration shall be a Member of the Association and shall possess one Membership for each Lot owned. Section 2. Membership Transfer. A transfer fee in the, amount of $25.00 is payable to the Association coincident with transfer of any 'Membership. Such transfer fee is payable by the purchaser of the Lot wherein the transfer of Membership is occurring. Section 3. Fees, Dues, and Assessments. Except as otherwise provided herein, no initiation fees, costs, or dues shall be assessed against any Member as a condition to his exercise of the rights or Membership, except such assessments, levies, and charges as are authorized by the Cowell Declaration, the Articles of Incorporation, or these By-Laws. Each Member shall be entitled to vote in the manner set forth in the Cowell Declaration as long as his Association Membership is considered in good standing. Co-owners of a Lot shall determine by consent of the majority of co-owners how to cast the vote. Any Member who should fail to pay any assessment, duly levied upon him by the Association within sixty (60) days following transmittal of notice thereof in the manner provided under Article XI of these By-Laws is deemed not to be in good standing.
The annual meeting of the Members shall be held each year during the month of September
on a day to be determined, which day shall not be a legal holiday. Special meetings of the Members may be called at any time by the President or by the Board of Directors or upon the written request of Members entitled to cast at least five percent (5%) of the total voting power of the Membership. Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least (ten) 10 but not more than (ninety) 90 days before such meeting, to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. The presence at any meeting, in person or by proxy, of Members entitled to cast fifty-one percent (51%) of the votes of the Membership shall constitute a quorum for any action, except as otherwise provided in the Articles, the Declaration, or these By-Laws. However, if such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, to a date not less than (forty-eight) 48 hours nor more than thirty (30) days from the date of the adjourned meeting, without notice other than announcement at the meeting, at which meeting the quorum requirements shall be the presence in person or by proxy of at least twenty-five percent (25%) of the Members of the Association entitled to vote.
Section 5. Proxies and Ballots. In order to be accepted as valid at any meeting, proxies shall have been granted within eleven (11) months prior to the meeting unless the Members granting such proxies shall have specified therein the length of time for which such proxy is to continue in force, in which case, the proxy shall be valid until the time of expiration set forth therein insofar as the same does not exceed a maximum time provided by law. All proxies shall be in writing, signed by the Member or his duly authorized attorney and delivered to the Secretary of the corporation or his designee. For purposes hereof, a written ballot, placed in a plain envelope which envelope is placed in another envelope and signed thereon by the person casting such ballot and delivered to the Secretary of the corporation or his designee and which is otherwise submitted in accordance with the terms and conditions of these By-Laws, shall be deemed to constitute a proxy. The Board of Directors shall be authorized to adopt rules and regulations permitting the filing of absentee ballots providing such ballots otherwise comply with the terms and conditions of these By-Laws. Section 6. Action Without a Meeting.
ARTICLE V
The Board of Directors shall have the exclusive right and responsibility to perform all of the obligations and functions of the Association as set forth in the Cowell Declaration and the Articles of Incorporation and shall possess all of the rights of the Association in connection therewith.
The affairs of this Association shall be managed by a Board of seven (7) Directors, who shall be Members of the Association. The number of Directors may be changed by an amendment to the By-Laws duly adopted by the Members of the Association. Section 3. Election and Term of Office. At each annual meeting of the Association, the Members shall elect the number of Directors necessary to succeed those whose terms are then expiring, for terms of two (2) years each. Four (4) Directors shall be elected in each calendar year which ends with an odd digit and three (3) Directors to be elected in each calendar year that ends with an even digit. At all elections of Directors, cumulative voting shall be required, subject to the procedural prerequisites set forth in Section 7615(b) of the California Corporations Code. Each Director shall serve until the expiration of his or her term and thereafter until a successor is elected, or until the earlier death, resignation, or removal of a Director. Any Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association; provided, however, that no Director may be removed prior to expiration of his term (unless the entire Board is removed) when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such Director, if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all Memberships entitled to vote were voted), and the entire number of Directors authorized at the time of the affected Director's most recent election were then being elected. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office. 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. A vacancy shall exist in the Board of Directors in the event of the death, resignation, or removal of any Director, or if the authorized number of Directors is increased, or if the Members fall to elect the full authorized number of Directors. A reduction in the authorized number of Directors shall not cause removal of a Director prior to the expiration of his term. The Board of Directors shall have the right to declare an office of a Director vacant, if the Director is found to be of unsound mind by a Court, convicted of a felony, if within sixty (60) days within notice of election, he falls to accept such office, either In writing or by attending a meeting as a Director, or if he is absent from three (3) consecutive Board meetings.
Any vacancy occurring on the Board of Directors may be filled by a vote of the majority
of the remaining Directors, though they are less than a quorum of the Board, or by a sole
remaining Director. A Director so chosen shall serve until the next annual meeting and
election of his successor. Section 8. Indemnification of Directors, Officers, and Employees. Except to the extent prohibited by then-applicable law, this corporation shall
reimburse, indemnify, and hold harmless each present and future director, officer, and
employee of this corporation and each person who, at the request of this corporation acts
as a director, officer, or employee of any other corporation in which this corporation has
an interest from and against all loss cost, liability, and expense which may be imposed
upon or reasonably incurred by him, including reasonable settlement payments in connection
with any claim, action, suit, or proceeding, or threat thereof, made or instituted in
which he may be involved or be made a party by reason of his being or having been a
director, officer, or employee of this corporation or by reason of any action alleged to
have been taken or omitted by him in such capacity if a disinterested majority of the
Board of Directors of this corporation (or if a majority of the Board of Directors is not
disinterested, then independent legal counsel) determines in good faith that such person
was acting in good faith (a) within what he reasonably believed to be the scope of his
authority or employment and (b) for a purpose which he reasonably believed to be in the
best interests of the corporation.
ARTICLE VI
Nomination for election to the Board of Directors shall be made by a Nominating Committee or by filing a Statement of Candidacy with the Association Secretary.
The Secretary of the Association shall cause notice of each candidacy and a brief biographical statement of each candidate, however selected, to be included in the notice of the annual meeting. Election to the Board of Directors shall be by secret written ballot or by proxy. 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 is permitted if Directors are elected at a Members meeting rather than by Written Ballot pursuant to By-Law Article IV, Section 6.
ARTICLE VII
Regular meetings of the Board of Directors shall be held monthly without notice, at such, place, day, and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. 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. Written notice of the time and place of each meeting o the Board o Directors, setting forth any special business to be considered, shall be posted at a prominent place or places within the Common Area and shall be communicated to Members of the Board of Directors not less than four (4) days prior to a regular meeting, and seventy-two (72) hours prior to a special meeting, provided however that notice of a meeting need not be given to any Director who has signed a waiver of notice or a written consent to holding of the meeting. Regular and Special meetings of the Board of Directors shall be open to all Members of the Association, provided however, that Association Members who are not Directors may not participate in any deliberation, discussion or vote, unless expressly so authorized by the vote of a majority of a quorum of the Board of Directors. The Board of Directors may, with the approval of a majority of a quorum of the Directors, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session. The Board of Directors may meet in executive sessions not open to the general Membership to discuss and act on confidential matters such as, but not limited to, personnel or legal subjects. Section 6. Action Taken Without a Meeting. The Directors shall have the right to take any action without a meeting, which they could take at a meeting, by obtaining the written approval of all the Directors of such action. Any action so approved shall have the same effect as though taken at a duly called and noticed meeting of the Directors. Any action taken pursuant to the approval of a majority of the Directors shall be as valid as though taken at a meeting duly held after regular call and notice if, either before or after the action, each Director signs a written waiver of notice, approval of minutes of a meeting, or consent to the action so taken. All such waivers, approvals and consents shall be filed with the official records and minutes of the proceedings of the Board. Section 7. Telephonic Meeting. A Directors meeting may be held by telephone communication provided that all Directors can hear each other Director. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE VIII
The Board of Directors shall have the power to:
It shall be the duty of the Board of Directors to:
ARTICLE IX Section 1. Enumeration of Offices. The Officers of this Association shall be a President and Vice-President, who shall at all times be Members of the Board of Directors, a Secretary, and a Chief Financial Officer, and such other officers as the Board of Directors may, from time to time, by resolution create. Section 2. Election of Officers. The election of officers shall take place at the first meeting o the Board of Directors, following each annual meeting of the Members. 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 by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 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. The offices of Secretary and Chief Financial Officer may be held by- the same person. No person shall simultaneously hold more than one of any of the other offices, except in the case of special offices created pursuant to Section 4 of this Article.
The duties of the officers shall be as follows:
ARTICLE X
Section 1. Architectural Control Committee. The Architectural Committee shall consist of a minimum of three Members of the Association who shall be appointed from time to time by the Board of Directors of the Association. A Member of the Board of Directors shall be appointed by the Board of Directors to serve as Chairman of the Architectural Committee. The Board shall from time to time adopt and publish regulations implementing the Architectural Control provisions of the Cowell Declaration relative to architectural control. The Board shall provide each Member of the Association with a copy of such regulations.
ARTICLE XI
The Board of Directors shall determine the amount of all charges, fees, dues, and assessments provided for in the Cowell Declaration and in these By-Laws and shall levy such charges, fees, dues, and assessments in the manner therein and herein provided. The annual assessment provided for in the Cowell Declaration shall be due and payable by Members to the Association in equal quarterly installments on or before the first day of each quarter or in such other manner as the Board of Directors shall determine. Each installment of regular or special assessments shall become delinquent if not paid within thirty (30) days after its due date. There shall accrue with each delinquent installment a late charge which is the larger of ten percent (10%) of the delinquent installment or $10.00 together with interest at the legal maximum (12% effective 1/l/88) calculated thirty (30) days from the due date to and including the date full payment is received by the Association. The Association may collect such other amounts for attorneys' fees and costs as are provided in the Cowell Declaration or by law.
The Board of Directors may establish and maintain such committees as may be provided in the Cowell Declaration or as it may provide by resolution with such powers and authority as may be conferred by the Board and pursuant to such Declaration. The Board of Directors may employ a manager, secretaries, engineers, auditors, attorneys, technical consultants, or any other employees or assistants provided for by these By-Laws, the Articles of Incorporation, the Cowell Declaration, or as authorized by the Board of Directors and may pay all expenses necessary or incidental to the conduct in carrying on of the business of the corporation.
ARTICLE XIII
FISCAL YEAR
The fiscal year of the corporation shall be the calendar year, unless the Board shall determine, upon the advice of qualified counsel, that another fiscal year shall be adopted.
ARTICLE XIV
These By-Laws may be amended at a regular o special meeting of the Members by a vote of a majority of the Members present in person or by proxy or by written ballot as provided in By-Law Article IV, Section 6.
ARTICLE XV
The books of account, records, minutes of the Association, and Members List, including addresses and telephone numbers of each Member to the extent available shall be at all times during reasonable business hours open to inspection for reasonable purposes upon written request of any Member.
Section 2. Financial Statements.
Subject to the limitations contained in the Cowell Declaration, the Board of Directors may from time to time make, publish, and enforce rules governing the use of the properties over which the Association has jurisdiction and the conduct of the users thereof and establish and collect fines for the violation thereof. No fine for a violation of any rule shall exceed $100.00. Excepting for non-payment of any assessment, no suspension of voting power or right to use Common Area facilities for a violation of any rule shall exceed (ninety) 90 days after an opportunity to be heard is provided before the Board of Directors. A current record of all rules, as amended from time to time, and a record of the amount of the fines for the violation thereof shall be kept by the Secretary of the Association and shall be available to any Member at any reasonable time for review. Section 2. Checks, Drafts, and Notes. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the Association requiring signature for transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution by the Board of Directors. The Board of Directors, except as prohibited by the By-Laws, Articles Incorporation, and the Cowell Declaration, may authorize any officer or officers, agent or agents, to enter into any contract or to execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless authorized by the Board of Directors, no officer or agent shall have any power or authority to bind the Association to any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.
I, the undersigned, do hereby certify:
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of this Association on the . .day of . ., 1989.
. . Secretary
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