AMENDED AND RESTATED BY-LAWS
OF
LA CAÑADA NORTE HOMEOWNERS ASSOCIATION
ARTICLE I
NAME AND LOCATION
The name of the Association is La Canada Norte Homeowners Association. The principal office of the Association shall be located in Pima County, Arizona. Meetings of the Members and Directors may be held at such places within the State of Arizona, County of Pima, as may be designated by the Board of Directors. The address for Association correspondence shall be P.O. Box 641, Sahuarita, Arizona 85629. The association also has an email address of LaCanada1@gmail.com. All official correspondence between Owners and the Association regarding the policies and procedures of the Declaration and By-Laws must be in writing and sent by U. S. mail to the address above or hand delivered to a member of the Board.
ARTICLE II
DEFINITIONS
Section 1. “Association” shall mean and refer to La Canada Norte Homeowners’ Association, its successors and assigns.
Section 2. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the properties recorded in the Office of the Pima County Recorder.
Section 3. “Easement Property” shall mean that property designated as the “Signage ESMT” as shown in the plat.
Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the properties with the exception of the common area.
Section 5. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot which is a part of the properties, but excluding those having such interest merely as a security for the performance of an obligation.
Section 6. “Member” shall mean each Owner of a Lot is a Member of the Association. When more than one Owner holds an interest in any Lot all such persons shall be Members. The vote of any such Lot shall be exercised as such Owners determine; but in no event shall more than one vote be cast with respect to any lot.
Section 7. “Plat” shall mean that plat of La Canada Norte recorded in Book 43 at Page 15 of maps and plats at Pima County Recorder’s Office.
Section 8. “Property” shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 9. “Board” shall mean the Board of Directors of the Association.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. An Annual meeting of the Members shall be held every year in January. Agenda for Annual meetings shall include approval of the Secretary’s minutes of the last Annual meeting, reading of the Treasurer’s report, discussion of old business, discussion of new business, election of one Board Member. The Membership will also solicit names of personnel interested in being an Officer of the Association for consideration by the Board in its replacement of any such Officer in the event an Officer is resigning or is otherwise being replaced by the Board. Officers are President, Vice President, Secretary, Treasurer.
Section 2. Special Meetings. Special meetings of the Members may be called at any time by the President, the Board, or upon written request of the Members representing one fourth (1/4) of the membership.
Section 3. Notice of Meeting. Notice of each meeting of the Members shall be given by, or at the direction of, the Secretary. Such Notice will contain the agenda of the meeting and specify the place, day and hour of the meeting. Notices of all meetings will be sent/delivered to all members at least 15 days before such meeting. Members will advise the Secretary of their preference of delivery of meetings by U. S. mail or email. Unless the Association is otherwise advised by a Member, notices of meeting of Members will be sent by mail addressed to the Member’s address last appearing on the books of the Association, or such address supplied by the Member to the Association in writing.
Section 4. Quorum. The presence at the meeting of Members and proxies equal to one tenth (1/10) of the membership shall constitute a quorum for conducting the business of the Association except that, changes to the Declaration, or By-laws, requires a vote of two thirds (2/3) of the Members in person or proxy. If a meeting of the Members fails to meet the attendance requirement then the President will make an announcement of reschedule and adjourn the meeting.
Section 5. Proxies. Each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Authority of the Board. The Board members must be Members of the Association. The Board manages all affairs of the Association. The Board shall exercise all powers, duties and authority vested in or delegated to this Association.
Section 2. Membership. The Board shall consist of at least three members and no more than 5. Three members are voted to the Board by a majority vote of Members, one at each Annual meeting and shall serve a term of three (3) years. The term of the Board members is staggered thus the Association Membership elects or re-elects one Board member at each Annual meeting. The President and Vice President of the Association shall also serve as members of the Board of Directors during their terms. A Board member elected to the Board by the Membership can also serve as any of the Officers of the Association, thus the number of Board members will vary at different times.
Section 3. Removal. Any Director may be removed from the Board, with or without cause by a vote of one-third (1/3) of the Members of the Association. The Board shall declare the office of a Board member vacant in the event such Board member shall be vacant from three (3) consecutive Board meetings.
Section 4. Vacancy. The Board will fill any vacancy of the Board or of any Officer by appointment of the Board. The person appointed to such vacancy of the Board shall serve for the unexpired term of the Board member and the person appointed to vacancy of such Officer shall remain in office until the next Association annual meeting.
Section 5. Limitation on Liability. The Association shall indemnify the directors from any and all liability arising out of or relating to their function as directors of the Association.
Section 6. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 7. Meetings. A majority of the number of Directors at a meeting shall constitute a quorum for transaction of the Board’s business. Board meetings will be held at such place and hour as may be fixed by resolution of the Board. The Board shall hold meetings as described below.
A. Conduct a Board meeting immediately following each Association annual meeting to perform the following.
(1) Select Officer(s) of the Association as needed to fill any such vacancy based on the recommendations submitted by the foregoing Association annual meeting.
B. Conduct quarterly meetings throughout the year.
C. Conduct special meetings when requested by the President of the Association, or by any two Directors.
D. The Board shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
Section 8. Duties. The duties of the Board are to perform their mission as stated in the
Declaration and Section 1 of this Article and including, but not limited to, the following:
A. The Board will cause to be kept a complete record of all its acts and present a statement thereof at the next annual or special meeting of the Members. Such records and statements shall be retained by the HOA Secretary as perpetual records of reference of actions taken by the Board on behalf of the Association.
B. The Board shall execute written contracts/agreements with service vendors which shall be included with the records Article IV Section 8. A. above.
C. Supervise all officers and see that their duties are properly performed including retention of records.
D. Enforce any of the use restrictions set forth in the Declaration and these By- Laws.
E. Any officers having fiscal responsibilities may be bonded at the discretion of the Board.
F. Determine and authorize all expenditures of the Association in writing.
G. Assess and conduct collection of assessments as more fully described in the Declaration and these By-Laws.
(1) Fix the amount of annual and any special assessment and send notice, or cause to be sent, the assessment to Lot Owners in advance of the due date as directed in the Declaration and these By-Laws.
(2) Foreclose, or cause procedures for foreclosure, on a lien after the due date as deemed necessary, or bring an action of law against the owner personally to pay the same. The Board will advise the Association of any such lien or law action taken at the next Association meeting.
H. Review and approve or disapprove any architectural plan of any changes or improvements on any Lot as set forth in the Declaration and these By-Laws after review by the Architect Control Committee.
I. Provide the Secretary and Treasurer, as requested, any computer program or other item(s) they deem necessary for performing their functions for the Association.
J. Cause the easement properties to be maintained.
ARTICLE V
OFFICERS AND THEIR DUTIES
Section 1. Officers of the Association. The Officers of the Association shall be a President and Vice President, who also serve as members of the Board, a Secretary and a Treasurer, who may or may not be members of the Board, as described in ARTICLE IV, Section 2 above. The office of Secretary and Treasurer are the only offices which may be held simultaneously by the same person.
Section 2. Selection. Officers of the Association are selected by the Board based on recommendation(s) to the Board at an Association annual meeting.
Section 3. Term. The term of Officers of the Association shall be one year, or are removed by the Board as stated in Article IV, Section 3 or based on recommendation to the Board at an annual Membership meeting, with or without cause. It is noted that although the term of the Officers of the Association is one year, They being willing for re-election, Members will normally recommend re-election of the current Officers to the Board, especially that of Secretary and Treasurer, because of the need for continuity of the duties they perform for the Association. Notices of resignation or removal should be in writing.
Section 4. Duties of the Officers. The duties of the Officers are as follows:
A. President. The President shall schedule and preside at all meetings of the Association; insure the duties and actions of the Association are carried out in accordance with the Declaration and By-Laws; and co-sign all checks.
B. Vice President. The Vice President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
C. Secretary. The Secretary shall record attendance and retain the minutes of all meetings and proceedings of the Board, Committees, and of the Members; submit previous minutes of Members meetings for approval; (minutes of the previous Annual Member meetings will also be read at each Annual Member meeting).
(1) Meetings. Serve notice of meetings of the Board and Members as advised by the President.
(2) Records. All records of the HOA Secretary are to be retained as the official permanent records of the Association. All records of the Secretary must be passed to the succeeding Secretary.
(3) Other Duties. Assist Board and Treasurer to schedule/deliver all mailings such as meeting notices, dues statements, minutes to Members, and providing copies of CC&Rs and By-Laws to new Lot owners.
D. Treasurer. The Treasurer shall receive and deposit all monies of the Association; disburse funds as directed by the Board; co-sign all checks; keep books of the bank account; prepare a Treasurer’s Report including income, expenditures, account balances, reserves, and annual budget presented by the Board; and provide copies to the Members of the Association at its regular annual meeting. Detailed duties include:
(1) Accounts Receivable. Post charges including dues, interest penalties, Postage and receipts to Lot accounts. Prepare and send dues statements, reminders, and final notices.
(2) Accounts Payable. Post bills, expense receipts for reimbursement submitted for Board/Officer expenses, prepare checks, post payments to vendor accounts set up for automatic payment by bank
(3) Banking. Reconcile bank statements, credits,/debits, and check register; deposit receivables into HOA bank account; monitor and reconcile bank account via on-line banking.
(4) Reporting. Prepare and present the annual treasurer’s report at the annual Association meeting.
(5) Auditing. Perform periodic review to ensure accounts are accurate.
(6) Title Companies. Complete sale/transfer documents and mail/fax documents to title companies.
(7) Post Office. Mail dues statements, reminders, final notices, title transfer documents, etc; pick up P.O. Box mail on a regular basis (at least weekly); distribute mail to Board, President, or Secretary as appropriate.
(8) E-mail. Monitor HOA’s incoming email and take appropriate action as needed by sending response, passing for action as appropriate, or in case of official business by Owner, advise information must be sent via U. S. mail.
(9) Other Duties. Purchase office supplies including postage stamps; Maintain paper/electronic documentation of all receivables, payables, reports, bank statements, sales transfers and other financial records for HOA, store/maintain all Treasurer’s documentation; Assist Board and/Secretary to send/deliver all mailings such as meetings notices, dues statements, minutes to Members and providing copies of CC&Rs and By-laws to new Lot owners.
ARTICLE VI
COMMITTEES
Section 1. The Board shall appoint an Architectural Control Committee as provided in the Declaration and By-Laws. The Board, or the Members at its annual Association meeting, may appoint other committees as deemed appropriate.
Section 2. Architectural Control Committee. The Architectural Control Committee (ACC) will designate a chairman who will schedule and preside over the ACC meeting. The ACC shall conduct a tour of the Plats/Properties of the Association and take appropriate action regarding any violations of the Declaration or these By-Laws. The ACC will send a notice to the owner of the property advising them of the violation referencing the appropriate Article and Section of the Declaration and/or By-Laws, that prompt attention to the matter should be taken, provides contact information for questions, with an attached Modification/Variance Request Form. The ACC, as well as maintaining a copy for its records, shall forward a copy to the Secretary of all its meetings, violations, modifications/variances, recommendations to the Board and any other actions taken. A separate file will be maintained which contains copies of all requests submitted to the ACC and responses and actions taken by the ACC and/or Board.
ARTICLE VII
BOOKS AND RECORDS
Section 1. Books and Records. All books, records, documents, and papers of the Association shall be available and subject to examination by any Member. Such requests shall be in writing and submitted to the Secretary or President. The Secretary shall schedule examinations during reasonable hours within 10 days of receiving the request.
ARTICLE VIII
ASSESSMENTS
Section 1. Assessments. As more fully provided in the Declaration, each Member is obligated to pay annual assessments, and any special assessments established by the Board. Such assessments are secured by a continuing lien upon the property against which assessment is made. No owner may waive or otherwise escape liability for any assessments.
ARTICLE IX
AMENDMENTS AND CONFLICTS
Section 1. Amendments. These By-Laws may be amended at any annual or special meeting of the Association by a vote of two thirds majority of the Members of the Association, present in person or by proxy. Amendments shall be signed by the President and Secretary of the Association.
Section 2. Conflicts. In the case of any conflict between the Declaration and these By-Laws; the Declaration shall control.
ARTICLE X
ANNUAL ASSESSMENT PERIOD AND FISCAL YEAR
Section 1. Annual Assessment Period. The annual assessment period of the Association is January1 through December 31.
Section 2. Fiscal Year. The fiscal year of the Association shall begin on the first day of November and end on the 31st day of October of every year. The tax year is based on the calendar year, January 1 through December 31.
ARTICLE XI
MISCELLANEOUS
Section 1. Lot owners need to be aware that they are responsible for compliance
With the Declaration and By-Laws of the Association regardless if their property is vacant, leased, rented, or whatever and that any action of violation will be taken against the Lot owner by the Board.
Section 2. Effective Date. These By-Laws shall become effective on the date they are signed by the President and Secretary.