TABLE OF CONTENTS Title
Article I Name, Status and Purpose
Section 1 Name of Corporation
Section 2 Corporation Is Non Profit
Section 3 Specific Purpose
Article II Principal Office
Section 1 Location of Principal Office
Article III Membership
Section 1 Members of the Association
Section 2 Term of Membership
Section 3 Multiple Ownership of Lots
Section 4 Furnishing Evidence of Membership
Article IV Membership Voting
Section 1 Single Class of Membership
Section 2 Member Voting Rights
Section 3 Eligibility to Vote
Section 4 Manner of Casting Votes
Section 5 Proxies
Section 6 Action by Written Ballot Without a Meeting
Section 7 Majority Vote of Members Represented at Meeting Required
Article V Membership Meetings
Section 1 Place of Meeting
Section 2 Annual Meeting
Section 3 Special Meetings
Section 4 Notice of Members’ Meeting
Section 5 Quorum Requirements
Section 6 Adjourned Meeting
Section 7 Waiver of Notice or Consent by Absent Members
Section 8 Record Dates for Member Notice, Voting and Giving Consents
Article VI Membership Rights
Section 1 Use and Enjoyment of Common Areas by Members and Family
Section 2 Association Rules and Regulations
Article VII Board of Directors
Section 1 General Association Powers
Section 2 Number and Qualification of Directors
Section 3 Term of Office
Section 4 Nomination of Directors
Section 5 Election of Officers
Section 6 Vacancies on Board of Directors
Article VIII Board Meetings
Section 1 Place of Meetings
Section 2 Annual Meeting of Directors
Section 3 Other Regular Meetings
Section 4 Special Meetings of the Board
Section 5 Attendance of Members
Section 6 Quorum Requirements
Section 7 Waiver of Notice
Section 8 Adjournment
Section 9 Action Without a Meeting
Section 10 Compensation
Article IX Duties and Powers of the Board
Section 1 Specific Powers
Article X Committees
Section 1 Committees of Directors
Section 2 Beach Parcels Committee
Section 3 Meetings and Actions of Committees
Article XI Officers
Section 1 Officers
Section 2 Election of Officers
Section 3 Subordinate Officers
Section 4 Removal of Officers
Section 5 Resignation of Officers
Section 6 Vacancies
Section 7 President
Section 8 Vice President
Section 9 Secretary
Section 10 Chief Financial Officer
Article XII Association Dues and Finances
Section 1 Description of Dues to Which Owners are Subject
Section 2 Checks
Section 3 Accounts and Records
Article XIII Miscellaneous
Section 1 Inspection of Books and Records
Section 2 Corporate Seal
Section 3 Amendment or Repeal of Bylaws
Section 4 Notice Requirements
Section 5 Indemnification of Corporate Agents
Section 6 Construction and Definitions
Certificate of Secretary
ARTICLE I – Name, Status and Purpose
Section 1. Name of Corporation. The name of this corporation shall be Homewood Homeowners Association. The corporation shall be referred to in these Bylaws as the "Association."
Section 2. Corporation is Non-Profit. This corporation has been formed pursuant to the California Non-Profit Corporation Law as a mutual benefit corporation.
Section 3. Specific Purpose. The specific and primary purpose of this Association shall be: to own, repair, maintain and manage certain parcels of real property located adjacent to Lake Tahoe which are more particularly described in exhibit A (the "Beach Parcels"); (b) to preserve the residential environment within those certain real estate subdivisions located in the Homewood area of the County of Placer, State of California, which are more particularly described in Article III, section 1(a) of these Bylaws; (c) to enforce the Rules and Regulations adopted by the Board of Directors, from time to time; (d) to enhance and promote the use and enjoyment of the Beach Parcels by the Members in common; and (e) to provide more effective representation for the interests of all Members in matters of local concern.
ARTICLE II – Principal Office
Section 1. Location of Principal Office. The principal office of the Association will be located at such place within the State of California as the Board may, from time to time, designate by resolution.
ARTICLE III - Membership
Section 1. Members of the Association.
(a) Residential Lot Owners. Every owner of a residential Lot ("Lots") within any of the subdivisions listed in this subparagraph (a) is eligible for membership in the Association. Although membership in the Association is voluntary, the right of membership in the Association, should the Lot owner elect to join, shall be appurtenant to, and may not be separated from, ownership of a Lot within the following subdivisions located within the unincorporated area of Lake Tahoe, commonly referred to as Homewood, California:
(i) Lakeside on Lake Tahoe;
(ii) San Souci;
(iii) Saunders & Taylor Tract; and
(iv) That portion of McKinney Tract extending from South Street to the northern boundary of Ski Run Boulevard. '
Collectively, the properties described in (i) through (iv) above shall be referred to in these Bylaws as the “Subdivisions”.
(b) Commercial Lot Owners. In addition to the persons who are eligible for membership by virtue of their ownership of residential Lots within the Subdivisions, the Board of Directors, in its sole discretion, may admit to membership any owner of a Lot or parcel within the vicinity of the Subdivisions which is not used for residential purposes if the Board determines that the applicant’s interests are compatible with the purposes, goals and objectives of the Association and its residential members and that no conflicts of interest will be created which may harm the best interests of the Association. Any memberships which are extended to non-residential property owners shall not be appurtenant to the owner’s parcel or transferable to successors in interest of such parcel. Upon acceptance to membership of an owner of a nonresidential parcel, that owner’s parcel shall be included in any reference to “Lots” in these Bylaws for so long as the non-residential owner maintains his or her membership in good standing.
Section 2. Term of Membership. Each Owner who is a Member shall remain a Member until he or she either: (i) no longer owns any Lot within any Subdivision; (H) advises the Association in writing of the Owner’s withdrawal from membership; or (iii) fails to pay any dues duly imposed by the Board in accordance with article XII of these Bylaws prior to the delinquency date established for payment and the Owner’s membership is suspended.
Section 3. Multiple Ownership of Lots. If more than one person owns a Lot, all of said persons shall be deemed to be one Member for purposes of voting and the payment of dues; provided, however, that each such Owner-Member shall have equal rights to use and enjoy the Association’s Beach Parcels. In the case of multiple ownership of a Lot, unless the Secretary of the Association is given written notice to the contrary and is given a copy of the instrument or court order allocating voting rights differently, only one of such multiple Owners shall be entitled to vote the membership. The Secretary of the Association shall be notified in writing of the Owner designated by his or her Lot co-Owners as having the sole right to vote the membership on their behalf. If such notification does not occur, the Secretary shall be entitled to accept the vote of any of the multiple Owners; provided, however, that if more than one multiple Owner attempts to vote a membership, the Secretary may refuse to count any ballot” pertaining to said Lot.
Section 4. Furnishing Evidence of Membership. A person shall not be entitled to exercise the rights of a Member until such person has advised the Secretary in writing that he or she is qualified to be a Member under section 1 above. If there is any question regarding the status of title to a Lot or the Member’s status as an owner of a Lot, the secretary may request that the Member furnish evidence of such qualification in the form of a copy of a recorded grant deed (certified by the Office of the Placer County Recorder) or a currently effective policy of title insurance. Exercise of membership rights shall be further subject to the rules regarding Record Dates for Notice, Voting, Actions by Written Ballot and Suspension of Rights set forth in article V, section 8, of these Bylaws.
ARTICLE IV – Membership Voting
Section 1. Single Class of Membership. Except as provided in Article XIII, section 3 (regarding voting on Bylaw amendments) the Association shall have one class of voting membership, namely, the record Owners of Lots within the Subdivisions.
Section 2. Member Voting Rights. On each matter submitted to a vote of the Members, whether at a meeting of the membership called and held pursuant to the provisions of these Bylaws or in a vote conducted by written ballot (section 6, below), each Owner/Member shall be entitled to cast one vote with respect to any matter requiring a vote of the Members, regardless of the number of Lots owned by such Owner/Member. If more than one person owns a Lot, said persons shall, nevertheless, constitute a single Member for voting purposes and shall thus have a single vote which shall be exercised as provided in article III, section 3, of these Bylaws.
Section 3. Eligibility to Vote. The persons entitled to vote at any meeting of Members shall be those persons who are Members in good standing as of the record date determined in accordance with section 8 of article V hereof. To be in good standing, a Member must be current in the payment of all dues and not be subject to any suspension of membership rights. Disciplinary proceedings which may result in a suspension of voting or other membership rights shall be conducted in accordance with the minimum due process requirements set forth in section 7341 of the California Corporations Code.
Section 4. Manner of Casting Votes. Voting may be by voice or by ballot, provided that any election of directors shall be conducted by secret written ballot. Members otherwise eligible to vote may do so in person or by proxy in accordance with section 5 of this article IV.
Section 5. Proxies.
(a) General Statement of Proxy Rights. Any Member entitled to vote may do so either in person or by one or more agents authorized by a written proxy signed by the Member and filed with the Secretary of the Association. Any proxy shall be for a term not to exceed eleven (11) months from the date of issuance. Proxy forms shall be dated to assist in verifying their validity.
(b) Revocation of Proxies. Any proxy issued hereunder shall be revocable by the person executing such proxy at any time prior to the vote pursuant thereto by: (i) delivery to the Secretary of a written notice of revocation; (ii) a subsequent proxy executed by the Member executing the prior proxy and presented to the meeting; or (Hi) as to any meeting, by attendance at such meeting and voting in person by the Member executing the proxy. The dates contained on the forms of any proxies issued by the same Member presumptively determine the order of execution, regardless of the postmarks contained on the envelopes in which the proxies are mailed. A proxy shall be deemed revoked when the Secretary receives actual notice of the death or judicially declared incompetence of the Member issuing the proxy, or upon termination of such Member's status as an Owner of a Lot, as provided in article III, section 1, above.
(c) Requirements For Proxies Issued in Connection With Significant Actions. Any proxy given with respect to any of the matters described in this subparagraph (c) shall be valid only if the proxy form sets forth a general description of the nature of the matter to be voted on. The matters subject to this requirement are: (i) removal of directors without cause; (ii) filling of vacancies on the Board; (iii) approval of contracts or transactions between the Association and one or more of its directors, or between the Association and a corporation, firm or association in which one or more of its directors has a material financial interest; (iv) amendment of the Articles of Incorporation or these Bylaws; (v) sale, lease, exchange, transfer or other disposition of all or substantially all of the Association’s assets otherwise than in the regular course of the Association’s activities; (vi) merger of the Association or an amendment to an agreement of merger; or (vii) voluntary dissolution of the Association.
(d) Use of Proxies in Election of Directors. If an election of directors is scheduled to take place at a meeting, rather than by written ballot, any proxy issued in connection with the meeting shall set forth the names of all candidates for election whose names have been placed in nomination, together with space for a write-in candidate. If the issuer of the proxy indicates a voting preference, the proxy holder shall vote the proxy as indicated. If the Member issuing the proxy has marked the proxy form "withhold" or has otherwise marked the proxy in a manner indicating that the authority to vote for the election of directors is withheld it shall not be voted either for or against the election of a director. If any proxy issued in connection with the election of directors is marked so as to direct the proxy holder to vote the proxy for a specified candidate or candidates, the proxy holder shall vote in accordance with the direction of the proxy issuer. If an election of directors is conducted by written ballot, proxy voting shall not be permitted.
(e) Amendments of Proxy Rights. No amendment of the Association's Articles of Incorporation or these Bylaws repealing, restricting or expanding proxy rights may be adopted without approval by the affirmative vote of a majority of the voting power of Members represented and voting at a duly held meeting at which a quorum is present, or the affirmative vote of a majority of the voting power of Members who cast votes by written ballot in accordance with article IV, section 6, hereof.
(f) Memberships Held In More Than One Name. Where two (2) or more persons constitute a Member, any proxy with respect to the vote of such Member may be signed by either/any of such persons; provided, however, that any proxy must represent the vote of an entire membership interest.
Section 6. Action by Written Ballot Without a Meeting.
(a) Definition of Written Ballot. A "written ballot" is a ballot which is mailed or otherwise distributed to every Member entitled to vote on the matter and which complies with the requirements of this section. The term "written ballot" does not include a ballot distributed to Members at a meeting for purposes of conducting a vote of the Members at such meeting.
(b) Written Ballots. Generally. Any matter or issue requiring the vote of the Members, including the election of directors, may be submitted to the Members for approval by written ballot without the necessity of calling a meeting of the Members, so long as the requirements for action by written ballot set forth in this section are satisfied. The determination to seek Member approval for Association action in this fashion shall be made by a majority vote of the Board or by Members possessing 25 percent of the total voting power of the membership signing a written request and delivering this request to the president, vice president or secretary of the Association. Once the determination is made to seek Member approval by written ballot, the Board shall establish a record date (see article V, section (8)(a)(iii), hereof) for purposes of determining those Members eligible to cast written ballots.
(c) Balloting Time Requirements.
(i) Director Elections. In the case of written ballots used in the election of directors, the ballots shall be mailed to all Members who are eligible to vote not more than 35 days prior to the date set for the election, but no less than 20 days prior to such date. Typically, the date of the election (i.e., the final date for the return of written ballots) shall be scheduled to coincide with the annual membership meeting. If the Member elects to return his or her written ballot by mail or personal delivery to the address set forth in the solicitation materials for return of the ballots prior to the meeting at which the director election will be held, the written ballot must be received no later than the close of business on the last business day prior to the scheduled meeting date. If the Member elects to return his or her written ballot in person at the meeting, the ballot must be tendered to the persons who are conducting the election prior to conclusion of the time scheduled on the meeting agenda for receipt of ballots and conclusion of the election process.
(ii) Other Matters. In the case of any other matter or issue submitted to the Members for approval by written ballot, the Board shall distribute the written ballot to every Member entitled to vote on the matter at least 30 days prior to the final date the written ballots must be received in order to be counted.
(iii) Extension of the Balloting Period. The time fixed for the return of written ballots may only be extended if the Board so notifies the Members on the face of the ballot or in the balloting materials originally sent to Members and then for not more than two successive periods of thirty days each. Notwithstanding the foregoing, if a meeting which is scheduled to coincide with culmination of a director election is adjourned without concluding the election process, the time fixed for the return of written ballots in the director election shall be extended to the date the adjourned meeting is reconvened.
(d) Content of Written Ballots.
(i) Written Ballots Used for Voting in Director Elections. Written ballots used in any election of directors shall set forth the names of the candidates whose names have been placed in nomination at the time the ballot is issued (see article VII, section 4). The ballot form shall also provide a space where the Member can designate a vote for another (write-in) candidate.
(ii) Written Ballots Used for Voting on Other Matters. Any written ballot distributed to the Members to vote on any issue other than the election of directors shall set forth the proposed action and provide an opportunity to specify approval or disapproval of the proposal.
(iii) Specification of Time for Return of Written Ballot. . All written ballots shall state the time by which the ballot must be received in order to be counted (see subparagraph (c), above).
(e) Requirements for Valid Member Action by Written Ballot. Membership approval by written ballot shall only be valid if: (i) the number of votes cast by ballot within the time established for return of the ballots equals or exceeds the quorum (as specified in article V, section 5) that would have been required to be present at a membership meeting if a meeting had been convened to vote on the proposal; and (ii) the number of affirmative votes equals or exceeds the number of affirmative votes that would have been required to approve the action at such a meeting.
(f) Solicitation Rules.
(i) Solicitation Rules. Generally. Written ballots shall be solicited in a manner consistent with the requirements of article V, section 4, pertaining to the issuance of notices of Members' meetings. All solicitations of written ballots shall: (A) indicate the number of responses needed to meet the quorum requirement for valid action; (B) the time by which the written ballot must be received by the Association in order to be counted; and (C) in the case of any written ballot distributed to vote on matters other than the election of directors, the percentage of affirmative votes necessary to approve the measure submitted for membership approval.
(ii) Director Elections. In addition to the requirements of subparagraph (i), above, solicitation materials accompanying written ballots distributed in director elections shall advise the Members that if they are unable to attend the meeting that is scheduled to conclude the election process, their ballots may be returned by mail or personal delivery to the President of the Association at an address specified in the solicitation materials.
(g) Additional Balloting Procedures. If deemed necessary by the Board, the balloting shall be conducted in accordance with such additional procedures, not inconsistent with the provisions of this section, as may be prescribed by a firm of public accountants of good repute who may also be retained to supervise the secrecy and conduct of the balloting process.
(h) Notification of Results of Balloting Process. Upon tabulation of the written ballots, the Board shall notify the Members of the outcome of the vote within 30 days following the close of the balloting process and tabulation of the ballots. In the case of an election of directors, the Board shall also notify those Members present at the meeting of the results of the election immediately upon conclusion of the balloting process. If the number of written ballots cast with respect to any matter is insufficient to satisfy the minimum quorum requirements for valid action, the Board shall so notify the Members.
(i) Prohibition of Revocation. Once cast, a written ballot may not be revoked
(j) Conduct of Informational Meetings. Use of the written ballot procedures set forth herein shall not preclude the Association from also conducting informational meetings of the Members or from scheduling a membership meeting to coincide with the culmination of the balloting period. In the case of director elections, the balloting period shall culminate with the annual meeting, or any special meeting, at which the election is scheduled to be held (see subparagraph (c)(i), above).
Section 7. Majority Vote of Members Represented at Meeting Required. If a quorum is present, the affirmative vote of the majority of the voting power of Members represented at the meeting, entitled to vote and voting on any matter (other than the election of directors) shall be the act of the Members, unless the vote of a greater number is required by California's Non-Profit Corporate Law or by the Articles of Incorporation, Bylaws or Declaration of the Association. In any election of directors, the candidates receiving the greatest number of votes, up to the number of vacancies on the Board to be filled, shall be elected, provided, however, that Article VII, section 5(b) shall govern the director elections in 1992 and 1993.
ARTICLE V – Membership Meetings
Section 1. Place of Meeting. The meetings of the Members shall take place at a home within one of the Subdivisions or at such other reasonable place within the County of Placer and at such time as may be designated by the Board in the notice of the meeting. Notwithstanding the foregoing, if a general membership meeting is ever required during any month when most Members are not likely to be present at Homewood, California, meetings may be scheduled at any reasonable location in Northern California.
Section 2. Annual Meeting. There shall be an annual meeting of the Members in August of each year. The date, time and location of such meeting shall be set forth in the notice issued pursuant to article V, section 4, Notice of Members' Meetings.
Section 3. Special Meetings
(a) Persons Entitled to Call Special Meetings. A majority of the Board, the President or five percent (5 %) or more of the Members may call special meetings of the Members at any time to consider any lawful business of the Association.
(b) Procedures for Calling Special Meetings Requested by Members. If a special membership meeting is called by Members other than the Board of Directors or President, the request shall be submitted by such Members in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the President, any Vice President or the Secretary of the Association. The officer receiving the request shall cause notice to be promptly given to the Members entitled to vote, in accordance with the provisions of section 4 of this article V, that a meeting will be held, and the date, time and purpose for such meeting, which date shall be not less than thirty-five (35) nor more than ninety (90) days following the receipt of the request. If the notice is not given within the twenty (20) days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing or affecting the time when a meeting of Members may be held when the meeting is called by action of the Board of Directors or the President.
Section 4. Notice of Members' Meetings.
(a) Requirement That Notice Be Given. Notice of all regular and special meetings of the Members shall be mailed, in writing, to each Member who is eligible to vote at the meeting as of the record date for notice established in accordance with section 8 of this article V.
(b) Time Requirements for Notice. The notice of membership meetings shall be given in the manner specified in subparagraph (e) of this section, not less than 10 nor more than 90 days before the date of the meeting. If notice is given by mail and the notice is not given by first-class, registered or certified mail, the notice shall be given not less than 20 days (nor more than 90 days) before the meeting.
(c) Minimum Requirements Regarding Content of Notice. The notice of any membership meeting shall specify the place, date, and hour of the meeting and: (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may in that can be transacted; or (ii) in the case of a regular meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the Members; but any proper matter may be presented at the meeting for such action so long as a quorum is present. The notice of any meeting at which directors are to be elected shall include the names of all those individuals who are nominees at the time the notice is given to the Members. If it is anticipated that less than one-third of the Members are likely to attend the meeting in person or by proxy, additional notice requirements apply. See section 5 of this article.
(d) Specification of Certain Significant Actions. If action is proposed to be taken at any membership meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice or consent states the general nature of the proposal(s):
(i) Removing a director without cause;
(ii) Filling vacancies on the Board of Directors under those circumstances where a vote of the Members is required pursuant to article VII, section 6 of these Bylaws;
(iii) Amending the Articles of Incorporation of the Association or these Bylaws in any manner requiring approval of the Members;
(iv) Approving a contract or transaction between the Association and one or more of its directors, or between the Association and any corporation, firm or association in which one or more of its directors has a material financial interest;
(v) Voting upon any election to voluntarily terminate and dissolve the Association.
(e) Manner of Service. Notice of any meeting of Members shall be given by first-class mail, telegraphic or other written communication, charges prepaid, addressed to each Member either at the address of that Member appearing on the books of the Association or the address given by the Member to the Association for the purpose of notice. If no address appears on the Association's books and no other has been given, notice shall be deemed to have been given if either: (i) notice is sent to that Member by first-class mail or telegraphic or other written communication to the Association's principal office; or (ii) notice is published at least once in a newspaper of general circulation in the County. Notice shall be deemed to have been given at the time the notice is delivered to the Member personally or deposited in the mail (postage prepaid) or sent by telegram or other means of written or electronic communication to the Member as specified above.
(f) Affidavit of Mailing. An affidavit of the mailing or other means of giving any notice of any Members' meeting may be executed by the secretary or the assistant secretary of the Association, and if so executed, shall be filed and maintained in the minute book of the Association. Such affidavit shall constitute prima facie evidence that proper notice was given.
Section 5. Quorum Requirements.
(a) Minimum Quorum Percentage. Twenty percent (20%) of the voting power of Members, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of the Members; provided, however, that if any regular meeting is actually attended, in person or by proxy, by less than one-third (1/3) of the voting power of Members (but a quorum is present) the only matters upon which action can be validly taken are those matters which have been generally described in the notice of the meeting issued pursuant to section 4 of this article V.
(b) Effect of Departure of Members From a Meeting. The Members present at a duly called or duly held meeting at which a quorum is initially present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.
Section 6. Adjourned Meeting. Any Members' meeting, annual or special, whether or not a quorum is present, may be adjourned to another time and/or place (but not for more than forty-five (45) days) by the vote of the majority of Members represented at the meeting, either in person or by proxy. Unless there is an absence of a quorum (in which case, no other business may be transacted at that meeting, except as provided in section 5(b) above), the reconvened meeting may take any action which might have been transacted at the original meeting. When a Members' meeting is adjourned to another time or place, notice need not be given of the new meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Notwithstanding the foregoing, if after adjournment a new record date is fixed for notice or voting, a notice of the rescheduled meeting must be given to each Member who, on the record date for notice of the meeting, is entitled to vote thereat.
Section 7. Waiver of Notice or Consent by Absent Members.
(a) Waivers and Consents. Generally. If decisions are made by the Members at a meeting where a quorum is present, but for which proper notice was not given to all Members for whatever reason, the decisions made at that meeting will be valid if, either before or after the meeting, each person entitled to vote who was not present at the meeting (in person or by proxy) consents to the meeting by signing: (i) a written waiver of notice; (ii) a consent to holding the meeting; or (Hi) an approval of the minutes. The waiver of notice need not specify the purpose or general nature of business to be transacted at such meeting unless action is taken or proposed to be taken on matters specified in section 4(b) of this article V, in which case the waiver of notice must state the general nature of the matter. All such waivers, consents or approvals shall be filed with the Association records or be made part of the minutes of the meeting.
(b) Effect of Members' Attendance At Meeting. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person attends the meeting for the sole purpose of objecting, at the beginning of the meeting, to the transaction of any business due to the inadequacy or illegality of the notice. Attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting which are required to be described therein pursuant to section 4(b) of this article V, if that objection is expressly made at the meeting.
Section 8. Record Dates for Member Notice, Voting and Giving Consents.
(a) Record Dates Established By Board. For the purpose of determining which Members are entitled to receive notice of any meeting, vote, act by written ballot without a meeting or exercise any rights in respect to any other lawful action, the Board of Directors may fix, in advance, a "record date" and only Members of record on the date so fixed are entitled to notice, to vote or to take action by written ballot or otherwise, as the case may be, notwithstanding any transfer of any membership on the books of the Association after the record date, except as otherwise provided in the Articles of Incorporation, by agreement, or in the California Non-Profit Corporation Law.
The record dates established by the Board pursuant to this subparagraph (a) must conform to the following requirements: (i) in the case of determining those Members entitled to notice of a meeting, the record date must not be more than ninety (90) nor less than ten (to) days before the date of the meeting; (ii) in the case of determining those Members entitled to vote at a meeting, the record date must not be more than sixty (60) days before the date of the meeting; (iii) in the case of determining Members entitled to cast written ballots, the record date must not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and (iv) in the case of determining Members entitled to exercise any rights in respect to other lawful action, the record date must not be more than sixty (60) days prior to the date of such other action.
(b) Failure of Board to Fix a Record Date. If the Board, for any reason, fails to establish a record date, the following rules shall apply:
(i) Record Date for Notice of Meetings. The record date for determining those Members entitled to receive notice of a meeting of Members shall be the business day preceding the day on which notice is given or, if notice is waived, the business day preceding the day on which the meeting is held.
(ii) Record Date for Voting. The record date for determining those Members entitled to vote at a meeting of Members shall be the day of the meeting, or in the case of an adjourned meeting the day of the adjourned meeting.
(iii) Record Date for Action by Written Ballot Without Meeting. The record date for determining those' Members entitled to vote by written ballot on proposed Association actions without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written ballot is mailed or solicited. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.
(iv) Record Date for Other Lawful Action. The record date for determining those Members entitled to exercise any rights in respect to any other lawful action shall be Members at the close of business on the day on which the Board adopts the resolution relating thereto or the sixtieth (60th) day prior to the date of such other action, whichever is later.
(v) "Record Date" Means as of Close of Business. For purposes of this paragraph (b), a person holding a membership as of the close of business on the record date shall be deemed the Member of record.
ARTICLE VI – Membership Rights
Subject to the provisions hereof and the provisions of the Declaration, the Members shall have the following rights:
Section 1. Use and Enjoyment of Association Properties by Members and Family. Each Member and the members of his or her immediate family, guests and invitees shall be entitled to the use and enjoyment of all Properties owned by the Association, including the Beach Parcels.
Section 2. Association Rules and Regulations. The right of any person to use and enjoy the Association properties shall, at all times, be subject to the rules, limitations and restrictions set forth herein. The Board shall have the right to impose monetary penalties or to temporarily suspend the use and enjoyment of any Association properties for the failure of a Member to pay any assessments when due hereunder, or to comply with any other rule or regulation imposed upon such Member, his tenants or guests, pursuant to the Articles of Incorporation or these Bylaws.
ARTICLE VII – Board of Directors
Section 1. General Association Powers. Subject to the provisions of the California Non-Profit Corporation Law and any limitations contained in the Articles of Incorporation or these Bylaws requiring certain actions to be approved by the Members, the business and affairs of the Association shall be vested in and exercised by, the Association's Board of Directors. Subject to the limitations expressed in article X, section 1, the Board may delegate the management of the activities of the Association to any person or persons or committee, provided that notwithstanding any such delegation, the activities and affairs of the Association shall continue to be managed and all Association powers shall continue to be exercised under the ultimate direction of the Board.
Section 2. Number and Qualification of Directors. The Board of Directors shall consist of seven (7) individuals who shall be Owners of Lots whose memberships are in good standing. To be in good standing the candidate must be current in the payment of all Association dues and the candidates membership in the Association must not be subject to any suspension.
Section 3. Term of Office.
(a) 1992 and 1993 Terms. Those directors elected to office at the annual membership meetings held in 1992 and 1993 shall serve for one year terms or until the next annual membership meeting, whichever first occurs.
(b) Post-1993 Terms. Following the 1992 election, each director, including a director elected to fill a vacancy or elected at a special meeting of members, shall hold office for a term of two years and until a successor director has been elected and qualified.
Section 4. Nomination of Directors.
(a) Nominating Committee. At least sixty (60) days prior to the date of any election of directors, the President shall appoint a nominating committee to select qualified candidates for election to those positions on the Board of Directors held by directors whose terms of office are then expiring. The nominating committee shall consist of a chairman, who shall be a member of the Board of Directors, and two (2) or more Members of the Association who mayor may not be Board members. The nominating committee shall make its report at least forty-five (45) days before the date of the election, and the Secretary shall forward to each Member, with the notice of meeting required by article V, section 4, a list of the nominees. If the election is conducted by written ballot pursuant to Article IV, section 6, this information shall be presented in the solicitation materials accompanying the ballot. The sixty (60) and forty-five (45) day time requirements of this paragraph (a) shall not apply to the 1992 election.
The nominating committee shall make as many nominations for election to the Board as it shall, in its discretion, determine but not less than the number of vacancies on the Board to be filled. In selecting nominees, the committee shall use its best efforts to recruit candidates who own property in each of the subdivisions listed in Article III, section 1(a) in order to assure that a diversity of views and interests are reflected in the Board. In the case of nominations for election in 1992 and 1993, the Nominating Committee shall select nominees who satisfy the requirements of section 5(b), below.
(b) Nominations From The Floor. At any meeting at which directors are elected, any Member present at the meeting, in person or by proxy, may place names in nomination
Section 5. Election of Directors.
(a) Elections. Generally. At each annual meeting of the Members, the Members shall elect persons to those positions on the Board of Directors held by directors whose terms of office are then expiring. Members shall be entitled to cast votes for any candidate regardless of the Subdivision in which the Member's or candidate's Lot is located and, except as otherwise provided in subparagraph (b), below, the candidates who receive the highest number of votes, up to the total number of director positions to be filled, shall be elected to office. The persons thus elected as directors shall be selected from among those persons nominated pursuant to section 4 above; however, if for any reason an annual meeting is not held or the directors are not elected at any annual meeting, the directors may be elected at any special meeting held for that purpose. The directors thus elected shall take office immediately following their election and shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
(b) Special Rules for 1992 and 1993 Elections. For the fiscal years 1992 and 1993 at least four (4) of the seven (7) director positions shall be held by persons who are Owners of Lots abutting the shoreline of Lake Tahoe. Therefore, in connection with the 1992 and 1993 elections, the nominating committee shall propose four (4) candidates from among the Owners of lakefront Lots ("Lakefront Candidates") and at least three additional candidates. For these two elections only, the four Lakefront Candidates who receive the greatest number of votes within their class shall be elected to four (4) of the directorships and the remaining three (3) seats shall be filled by the other candidates who receive the greatest number of votes.
Section 6. Vacancies on Board of Directors.
(a) Events Creating Vacancies. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following: (i) the death, resignation or removal of a director pursuant to subparagraphs (d) and (e) hereof; (H) an increase of the authorized number of directors; or (iii) the failure of the Members, at any meeting of Members at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting.
(b) Resignation of Directors. Any director may resign from office by tendering a written notice of resignation to the President, the Secretary or the Board of Directors. Resignations shall be effective upon receipt of said notice, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
(c) Removal of a Director By Board Action. The Board of Directors shall have the power and authority to remove a director and declare his office vacant if he has: (i) been declared of unsound mind by a final order of court; (H) been convicted of a felony; (Hi) been found by a final order or judgment of any court to have breached any duty under sections 7230-7236 of the California Non-Profit Mutual Benefit Corporation Law (relating to the standards of conduct of directors); or (iv) if the director fails to attend three (3) consecutive regular meetings of the Board of Directors which have been duly noticed in accordance with California Law.
(d) Removal of a Director By Action of the Members. Except as otherwise provided in subparagraph (c), above, a director may only be removed from office prior to expiration of his term by the affirmative vote of a majority of the Members represented in person or by proxy at a duly held meeting of the Members or by written ballot conducted in accordance with article IV, section 6, hereof.
e) Filling_ of Vacancies. Vacancies on the Board of Directors shall be filled by a majority vote of the remaining directors though less than a quorum or by a sole remaining director unless the vacancy is created through removal of a director by action of the Members, in which case the vacancy shall be filled by the affirmative vote of a majority of the Members represented in person or by proxy at a duly held meeting of the Members or by written ballot conducted in accordance with article IV, section 6 hereof. Furthermore, the Members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. For fiscal years 1992 and 1993 any vacancy in a directorship held by a lakefront Owner (see section 5(b), above) shall be filled by a person who is also a lakefront Owner.
(f) Reduction In Authorized Number. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
ARTICLE VIII – Board Meetings
Section 1. Place of Meetings; Meetings By Conference Telephone.
(a) Meetings. Generally. Regular and special meetings of the Board of Directors may be held at any place within any of the Subdivisions that has been designated from time to time by resolution of the Board and stated in the notice of the meeting. Notwithstanding the above provisions of this section 1, a regular or special meeting of the Board may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting.
(b) Conference Telephone Meetings. In addition to the foregoing, any Board meeting, whether regular or special, may. be conducted by conference telephone so long as all directors participating in the meeting can hear each other. Prior to conducting a conference telephone meeting the notice requirements of section 4, below, must be satisfied. Directors participating in the call shall be deemed to be present at a meeting of the Board.
Section 2. Annual Meeting_ of Directors. Immediately following each annual meeting of Members, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of this meeting shall not be required.
Section 3. Other Regular Meetings. Other regular meetings of the Board shall be held without call at such time as shall, from time to time, be fixed by the Board of Directors and communicated to the Board members. Ordinarily, regular meetings shall be conducted at least bi-annually; provided, however, that regular meetings can be held as infrequently as every six (6) months if the Board's business does not justify more frequent meetings. Notice of the time and place of regular meetings shall be communicated to the Board members not less than seventy-two (72) hours prior to the meeting; provided, however, that notice need not be given to any Board member who has signed a written waiver of notice or consent to holding the meeting as more particularly provided in section 7"of this article VIII.
Section 4. Special Meetings of the Board.
(a) Who May Call a Special Meeting. Special meetings of the Board of Directors for any purpose may be called at any time by the President or any two (2) directors.
(b) Notice of Special Meetings.
(i) Manner of Giving. Notice of the time and place of special meetings of the Board shall be posed in the manner prescribed for regular meetings and given to each director by one of the following methods: (A) by personal delivery of written notice; (B) by first-class mail, postage prepaid; (C) by telephone communication, either directly to the director or to a person at the director's home or office who would reasonably be expected to communicate such notice promptly to the director; or (D) by telegram, charges prepaid. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the Association. Notice of a meeting need not be given to any director who signed a written waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at commencement of the meeting, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the Association records or made a part of the minutes.
(ii) Time Requirements. Notices sent by first-class mail shall be deposited into a United States mailbox at least ten (10) days before the time set for the meeting. Notices given by personal delivery, telephone or telegraph shall be delivered, telephoned or given to the telegraph company at least forty-eight (48) hours before the time set for the meeting.
(iii) Notice Contents. The notice shall state the time, place and purpose of the special meeting.
Section 5. Attendance by Members. All meetings of the Board shall be open to Members of the Association; provided, however, that non-director Members may only participate in deliberations or discussions of the Board when expressly authorized by a vote of a majority of a quorum of the Board.
Section 6. Quorum Requirements. A majority of the authorized number of directors shall "constitute a quorum for the transaction of business, except to adjourn as provided in section 8 of this article VIII. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Non-Profit Corporation Law, especially those provisions relating to: (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest; (b) appointment of committees; and (c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors below a quorum, if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 7. Waiver of Notice. The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if: (a) a quorum is present; and (b) either before or after the meeting, each of the directors not present, individually or collectively, signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the Association records or made a part of the minutes of the meeting and shall have the same force and effect as a unanimous vote of the Board. The requirement of notice of a meeting shall also be deemed to have been waived by any director who attends the meeting without protesting before or at its commencement about the lack of notice.
Section 8. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place or may adjourn for purposes of reconvening 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; provided, however, that adjournment to executive session can only be effected by approval of a majority of a quorum of the Board. The nature of any matter to be considered in executive session must first be announced in open session. If the meeting is adjourned for more than twenty-four (24) hours, notice of adjournment to any other time or place shall be given prior to the time of the adjourned meeting to the directors who are not present at the time of the adjournment. Except as hereinabove provided, notice of adjournment need not be given.
Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board of directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as an unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 10. Compensation. Directors, officers and members of committees shall not be entitled to compensation for their services as such, although they may be reimbursed for such actual expenses as may be determined by resolution of the Board of Directors to be just and reasonable.
ARTICLE IX – Duties and Powers of the Board
Section 1. Specific Powers. Without prejudice to the general powers of the Board of Directors set forth in article VII, section 1, the directors shall have the power as well as the obligation to:
(a) Exercise all powers vested in the Board under the Articles of Incorporation, these Bylaws, and under the laws of the State of California.
(b) Appoint and remove all officers of the Association and other Association employees, if any; prescribe any powers and duties for such persons that are consistent with law, the Articles of Incorporation and these Bylaws.
(c) Appoint such agents and employ such other employees, including attorneys and accountants, as it sees fit to assist in the operation of the Association and to fix their duties and to establish their compensation.
(d) Adopt and establish rules and regulations governing the use of the Association's Beach Parcels and the personal conduct of the Members and their guests thereon ("Rules and Regulations"), and take such steps as it deems necessary for the enforcement of such Rules and Regulations; provided, however, that the following rules for use and enjoyment of the Beach Parcels cannot be amended or rescinded without a vote of the Members in accordance with Article XIII, section 3 and for purposes of that vote, class voting by subdivision shall be required:
(i) There shall be no vehicular access to the Beach Parcels, with the exception of access for emergency purposes;
(ii) No fires of any kind, including barbeque fires, shall be permitted on any Beach Parcels;
(iii) No glass containers shall be used on the Beach Parcels;
(iv) When persons take their dogs to the Beach Parcels, the animal must be leashed or otherwise under the direct control of its owner or other responsible person. Any pet wastes deposited in the Beach Parcel area or elsewhere along the beach in front of the Lakeside on Lake Tahoe Subdivision shall be immediately cleaned up by the owner or other responsible person;
(v) No amplified music or loudspeakers shall be used on the Beach Parcels;
(vi) No trash or garbage shall b left on the Beach Parcels or the adjacent access streets;
(vii) Parking along the streets which provide access to the Beach Parcels shall only be allowed in strict compliance with County regulations.
(e) Enforce all applicable provisions of these Bylaws and all other regulations relating to the control, management and use of the Beach Parcels or other Association real property, if other property is acquired.
(f) Contract for and pay premiums for liability and other insurance which may be required from time to time by the Association.
(g) Pay all taxes, special assessments and other assessments and charges which are or would become a lien on any portion of the Beach Parcels.
(h)Delegate its duties and powers hereunder to the officers of the Association or to committees established by the Board, subject to the limitations expressed in section 1 of article X hereof.
(i) Levy and collect dues from the Members of the Association in accordance with Article XII of these Bylaws.
(j) Maintain a full set of books and records showing the financial condition of the affairs of the Association in a manner consistent with generally accepted accounting principles.
(k) Appoint such committees as it deems necessary from time to time in connection with the affairs of the Association in accordance with article X hereof.
(l) Fill vacancies on the Board of Directors or in any committee, except for a vacancy created by the removal of a Board member.
(m) Open bank accounts on behalf of the Association and designate the signatories to such bank accounts.
(n) Bring and defend actions on behalf of the Members collectively or the Association to protect the interests of the Members or the Association, as such, with respect to the operation and preservation of the Beach Parcels, so long as the action is pertinent to the operations of the Association; provided, however, that any action pursuant to this subparagraph (n) must be approved by at least a majority of the Members.
ARTICLE X - Committees
Section 1. Committees of Directors. In addition to the nominating committee appointed and constituted pursuant to article VII, section 4, of these Bylaws and the Beach Parcels Committee described in section 2, below, the Board may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two (2) or more Members (who may also be directors) to serve at the pleasure of the Board. Committees shall have all the authority of the Board with respect to matters within their area of assigned responsibility, except that no committee, regardless of
Board resolution, may:
(a) Take any final action on any matter which, under the Non-Profit Corporation Law of California, also requires approval of the Members.
(b) Fill vacancies on the Board of Directors or on any committee which has been delegated any authority of the Board.
(c) Amend or repeal Bylaws or adopt new Bylaws.
(d) Amend or repeal any resolution of the Board of Directors which, by its express terms, is not so amendable or repeal able.
(e) Appoint any other committees of the Board of Directors or the members of those committees.
(f) Approve any transaction: (i) to which the Association is a party and one or more directors have a material financial interest; or (ii) between the Association and one or more of its directors or between the Association or any person in which one or more of its directors have a material financial interest.
Section 2. Beach Parcels Committee. As a standing committee of this Association the Board shall appoint a Beach Parcels Committee consisting of not less than three (3) nor more than seven (7) Association Members. The purpose of the Beach Parcels Committee shall be to assist the Board in effectively managing and regulating use and enjoyment of the Association's Beach Parcels by Members and their guests, as well as the general public to the extent that public access is required by law. At least two members of the Beach Parcels Committee shall be Members who are Owners of Lots in the Lakeside on Lake Tahoe subdivision and the Board shall endeavor to appoint to one or both of such two committee positions an Owner of a Lot immediately adjacent to one of the access roads to the Beach Parcels.
Section 3. Meetings and Actions of Committees. Meetings and actions of committees shall be governed by and held and taken in accordance with the provisions of article IX of these Bylaws, concerning meetings of directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the Association records. The Board of Directors may adopt rules not inconsistent with the provisions of these Bylaws for the government of any committee.
ARTICLE XI - Officers
Section 1. Officers. The officers of the Association shall be a President, a Vice President, a Secretary and a Chief Financial Officer. The Association may also have, at the discretion of the Board, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of section 3 following. One person may hold two (2) or more offices, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as President.
Section 2. Election of Officers. The officers of the Association, except such officers as may be appointed in accordance with the provisions of sections 3 and 5 following, shall be chosen annually by majority vote of the Board at its first regular meeting following the annual meeting of the Members or the election of directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.
Section 3. Subordinate Officers. The Board may appoint, and may empower the President to appoint, 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 are provided in the Bylaws and as the Board may, from time to time, determine.
Section 4. Removal of Officers. Any officer may be removed, either with or without cause, by the Board at any regular or special meeting, or by any officer upon whom such power of removal may be conferred by the Board; provided, however, that no such officer shall remove an officer chosen by the Board.
Section 5. Resignation of Officers. Any officer may resign at any time by giving written notice to the Board or to the President or to the Secretary. Any such resignation shall take effect at 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. Any resignation is without prejudice to the rights, if any, of the Association under any contract to which the officer is a party.
Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.
Section 7. President. The President shall be elected by the Board from among the directors. He shall be the chief executive officer of the Association and shall, subject to the control of the Board, have general supervision, direction and control of the affairs and officers of the Association. He shall preside at all meetings of the Board and shall have the general power and duties of management usually vested in the office of president of a corporation, together with such other powers and duties as may be prescribed by the Board or the Bylaws.
Section 8. Vice President. The Vice President shall be elected by the Board from among the directors. In the absence or disability of the President, the Vice President shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. He shall have such other powers and perform such other duties as from to time may be prescribed by the Board or the Bylaws.
Section 9. Secretary. The Secretary shall keep or cause to be kept at the principal office or such other place as the Board may order, a book of minutes of all meetings of directors and Members, with the time and place of holding same, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of Members present in person or by proxy at Members' meetings and the proceedings thereof. The Secretary shall keep or cause to be kept appropriate current records showing the Members of the Association, together with their addresses. He shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws or by law to be given, and he shall keep the seal of the Association in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.
Section 10. Chief Financial Officer. The Chief Financial Officer, who shall be known as the Treasurer, shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements and other matters customarily included in financial statements. The books and records shall at all reasonable times be open to inspection by any director or Member. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board. He shall disburse the funds of the Association as may be ordered by the Board, shall render to the President and directors whenever they request it an account of all of his transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. If required by the Board, the Treasurer shall give the Association a bond in the amount of and with the surety or sureties specified by the Board for faithful performance of the duties of his office and for restoration to the Association of all its books, papers, vouchers, money and other property of every kind in his possession or under his control on his death, resignation, retirement or removal from office.
ARTICLE XII – Association Dues and Finances
Section 1. Description of Dues to Which Owners Are Subject. Owners of Lots within the Subdivisions who elect to become Members of the Association shall be obligated to pay annual dues reasonably imposed by the Board of Directors. Typically, the Association's Treasurer shall prepare and circulate among all directors a draft budget for the forthcoming fiscal year. The Board shall then meet in January of each year for purposes of preparing a final budget setting forth the anticipated revenues and expenses of the Association for the year. The total expenses shall be divided equally among all Owners who are Members of the Association as of the end of the immediately preceding calendar year and written notice of the amount of the dues shall be mailed to each Member by February 1. of each year. Members shall have thirty (30) days following the date that the dues notice is mailed in which to pay their dues. If some Members decline to pay their dues and the short-fall is not covered by dues from new Members, a supplemental dues assessment may be levied against current Members.
Furthermore, in the event the Association should incur any extraordinary cost or expense not contemplated in the annual budget, the Association Board shall be entitled to levy, and the Members shall be obligated to pay, a special dues assessment in an amount (allocated equally among the Members) necessary to defray the extraordinary expense. Special dues assessments shall be due and payable sixty (60) days after the notice imposing the assessment is mailed to the Members.
Any dues imposed by the Association shall be a personal obligation of the assessed Member and, in the event of a default in the payment thereof, may be recovered in an action at law. In no event shall a lien be imposed against an Owner's Lot for nonpayment of any dues or assessments.
Section 2. Checks. All checks or demands for money and notes of the Association shall be signed by the President and Treasurer, or by such other officer or officers or such other person or persons as the Board of Directors may, from time to time, designate. More than two officers can be designated signatories so long as at least two authorized signatures are on all checks.
Section 3. Accounts and Records. The Board shall maintain such accounts at an insured bank or savings and loan association as it deems necessary or appropriate to properly carry out its purposes hereunder. The withdrawal of funds from any such account shall require the signature of a duly authorized officer. All Association books and account shall be maintained in accordance with generally accepted accounting principles.
ARTICLE XIII - Miscellaneous
Section 1. Inspection of Books and Records.
(a) Inspection By Members. All financial records, books of account, minutes (including minutes of meetings of Committees of the Board) and the membership lists of the Association shall at all times during reasonable business hours, be subject to the inspection of any Member or his duly appointed representative at the offices of the Association for any purpose reasonably related to the Member's interest as such. Member's rights of inspection hereunder shall be exercisable on ten (10) days written demand on the Association, which demand shall state the purpose for which the inspection rights are requested. Inspection rights shall be subject to the Association's right to offer a reasonable alternative to inspection within ten (10) days after receiving the Member's written demand (as more particularly set forth in sections 8330 and following of the California Non-Profit Corporation Law).
(b) Inspection By Directors. Every director shall have an absolute right at any reasonable time to inspect all books, records, documents and minutes of the Association and the physical properties owned by the Association. The right of inspection by a director includes the right to make extracts and copies of documents.
Section 2. Corporate Seal. The Association shall have a seal in circular form having within its circumference the words, "Homewood Homeowners Association, Incorporated August 13, 1987, State of California.
Section 3. Amendment or Repeal of Bylaws Except as otherwise expressly provided herein, these Bylaws may only be amended or repealed and new Bylaws adopted by the affirmative vote or written ballot of a majority of the total membership of the Association; provided that these Bylaws shall not be altered or amended in a manner which affects a specific class of Members in a manner which is materially different than the effect of the amendment on other classes of members without the affirmative vote of a majority of all Members and of a majority of the Members in the affected class. For purposes of the preceding proviso, Owners of Lots within a particular Subdivision shall be considered a class of Members.
Section 4. Notice Requirements. Any notice or other document permitted or required to be delivered as provided herein shall be delivered either personally or by first-class mail in accordance with the notice requirements of article V, section 4, hereof.
Section 5. Indemnification of Corporate Agents. Any person who was or is a director, officer, employee or other agent of the Corporation (collectively, “Agents”) may be indemnified by the Corporation for any claims, demands, causes of action, expenses or liabilities arising out of or pertaining to the Agents’ service to or on behalf of the Corporation to the full extent permitted by California Corporations Code section 7237.
Section 6. Construction and Definitions. Unless the context requires otherwise or a term is specifically defined herein the general provisions, rules of construction and definitions in the California Non-Profit Mutual Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, and singular number includes the plural, and the plural number includes the singular.