AMENDED AND RESTATED BYLAWS OF LA VIDA ASSOCIATION
an Arizona non-profit corporation
TABLE OF CONTENTS
ARTICLE 1. INTRODUCTION
1.1 SCOPE
1.2 PRINCIPAL OFFICE
ARTICLE II DEFINITIONS
ARTICLE III MEMBERSHIP
3.1 MEMBERS
ARTICLE IV MEETINGS OF MEMBERS
4.1 ANNUAL MEETINGS
4.2 SPECIAL MEETINGS
4.3 NOTICE OF MEETINGS
4.4 QUORUM FOR MEMBERS MEETINGS
4.5 PROCEDURES FOR MEETINGS
ARTICLE V VOTING
5.1 VOTING RIGHTS
5.2 VOTING PROCEDURE
5.3 PROXIES
ARTICLE VI BOARD OF DIRECTORS
6.1 NUMBER
6.2 ELECTION OF THE BOARD OF DIRECTORS
6.3 TERM OF OFFICE
6.4 PLACE OF MEETINGS
6.5 REGULAR MEETINGS
6.6 SPECIAL MEETINGS NOTICE
6.7 QUORUM
6.8 ATTENDANCE BY PHONE
6.9 ORGANIZATION
6.10 ACTION BY DIRECTORS WITHOUT A MEETING
6.11 RESIGNATIONS
6.12 REMOVAL OF DIRECTORS
6.13 VACANCIES ON THE BOARD
6.14 COMPENSATION
6.15 NON-LIABILITY OF OFFICIALS AND INDEMNIFICATION
ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS
7.1 AUTHORITY OF THE BOARD
7.2 POWERS
7.3 DUTIES
ARTICLE VIII OFFICERS
8.1 SELECTION
8.2 PRESIDENT
8.3 VICE PRESIDENT
8.4 SECRETARY
8.5 TREASURER
8.6 BONDING
8.7 REMOVAL
8.8 VACANCIES
8.9 SPECIAL APPOINTMENTS
ARTICLE IX COMMITTEES
9.1 ORGANIZATION OF COMMITTEES
ARTICLE X ELECTION COMMITTEE
10.1 PURPOSE AND TERM OF COMMITTEE
10.2 SELECTION OF MEMBERS TO ELECTION COMMITTEE
ARTICLE XI PROCEDURE FOR AMENDMENT
11.1 AMENDMENT
11.2 PRIOR BYLAWS SUPERSEDED
ARTICLE XII GENERAL PROVISIONS
12.1 CONFLICTING PROVISIONS
12.2 DESIGNATION OF FISCAL YEAR
12.3 BOOKS AND RECORDS
AMENDED AND RESTATED BYLAWS OF
LA VIDA ASSOCIATION an Arizona non-profit corporation
ARTICLE I.
INTRODUCTION
1.1 Scope.
These Bylaws shall govern the operation of La Vida Association (the �Association�), an Arizona nonprofit corporation created pursuant to the Articles of Incorporation under the provisions of Title 10, Chapter 25 of the Arizona Revised Statutes. The use of all property in La Vida, a Horizontal Property Regime for the benefit of the
Members is governed by the Declaration of Covenants, Conditions and Restrictions, recorded on January 21, 1981, Docket 6451, page 346,et seq., records of Pima County, Arizona, and as amended from time to time (the Declaration�). All references to the Declaration shall include any amendments.
1.2 Principal Office.
The principal office of the Association shall be located in Pima County, Arizona. Meetings of Members and Directors may be held at any place within the State of Arizona, County of Pima which is designated by the Board of Directors.
ARTICLE II.
DEFINITIONS
Capitalized terms used in these Bylaws without definition shall have the
meanings specified for such terms in the Declaration or as indicated below:
2.1 �Condominium� means the Horizontal Property Regime known as La Vida.
2.2 "Eligible Votes" means the total number of votes entitled to be cast by Members as of the record date for determining the Members entitled to vote at a meeting
or with respect to any other lawful action including, but not limited to, action by written ballot or written consent.
2.3 �Condominium Documents� means the Declaration, these Bylaws and any rules and regulations adopted by the Board.
ARTICLE III.
MEMBERSHIP
3.1 Members. Each Owner of a Unit, by virtue of being an Owner, shall automatically be a Member of the Association. When more than one person or entity holds an ownership interest in any Unit , each such person or entity is a Member. Membership in the Association is subject to the following restrictions and qualifications:
3.1.1. Transfer of Title. The transfer of title to any Unit automatically transfers the Membership to the new Owner.
3.1.2. Members must be in �Good Standing�. A Member must be in good standing with the Association. This means that the Member must be current in the payment of assessments due to the Association, and any other sums which are due to the Association, before such Member is entitled to the rights and privileges of Membership, including the right to use the Common Elements, the right to vote on any Association matter, and the right to serve on the Board of Directors.
3.1.3. Privileges of Members. The privileges of Members shall be to vote (in accordance with Article V), to hold office, and to enjoy or benefit from the Common
Elements, subject to the Condominium Documents.
ARTICLE IV.
MEETINGS OF MEMBERS
4.1 Annual Meetings. Beginning in 2007, the Annual Meeting of the Members shall be held within the first 90 days of each calendar year, at a date, time, and place designated by the Board of Directors.
4.2 Special Meetings.
Special meetings of the Members may be called at any time by the President or by the Board, or upon written demand signed by Members having at least 25% of the Eligible Votes. The Members� meeting demand must be delivered to any corporate officer with a statement describing the purpose(s) for which the meeting is to be
held. The meeting shall be scheduled by the Board within the ensuing 45 days. The close of business on the day before delivery of the demand for a special meeting shall be the record date for the purpose of determining whether the demand for the special meeting has been signed by Members having at least 25% of the Eligible Votes.
4.3 Notice of Meetings.
4.3.1. Time Requirement for Notice.
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 or hand delivering a copy of the notice to each Member, at least 15 but not more than 30 days before such meeting.
4.3.2. Contents of Notice and Mailing Address for Member. The notice of the meeting must be addressed to the Member at the address which is reflected in the Association�s books and records, or which is supplied by the Member to the Association for the purpose of such 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.
4.3.3. Notice if Meeting is Adjourned to Another Time. When a meeting is adjourned to another time or place, it is not necessary to send another notice to the Members of the adjourned meeting if the time and place of the meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Association may transact any business which might have been transacted at the original meeting. However, if the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each Member.
4.3.4. Waiver of Proper Notice by Member.
By attending a meeting, a
Member waives any right he/she may have to object to the meeting on the basis that the meeting was not noticed in accordance with the Bylaws or statutes of the State of Arizona, except when he/she attends the meeting for the express purpose of objecting to the transaction of any business or because the meeting is not lawfully called or convened.
4.4 Quorum for Members� Meetings.
Except as otherwise provided in the Articles, the Declaration or the Bylaws, the presence in person or by proxy of Members entitled to cast at least one-tenth of the votes in the Association shall constitute a quorum at any meeting of the Members. If a quorum is not present at any meeting, the Members who are entitled to vote at the meeting can vote to adjourn the meeting in accordance with
the applicable provisions of Section 4.3.
4.5 Procedures for Meetings. The President shall preside over all meetings of the Members. If the President is not present, then the Vice President shall preside over the meeting. The Secretary (or his or her designee) shall attend each meeting of the Members and take and prepare minutes reflecting the actions taken at the meeting. If the Secretary
(or his or her designee) is not present, then the Chair of the meeting shall appoint another person or officer to act as the recording secretary and to perform the functions of the Secretary. The presiding officer may designate the Association�s Attorney as the presiding
officer at any meeting of Members at his or her discretion.
ARTICLE V.
VOTING
5.1 Voting Rights.
Each Member shall have one vote for each Unit owned. When more than one Person or entity holds an interest in any Unit, all such Persons shall be Members. The voting for such Unit shall be exercised as such Persons among themselves determine, but in no event shall more than one vote be cast with respect to any Unit. If any Owner or Owners casts a vote representing a certain Unit, it will thereafter be conclusively presumed for all purposes that such Owner or Owners were acting with the authority and consent of all other Owners of the same Unit. In the event that more than the allocated votes are cast for a particular Unit, none of the votes shall be counted and all of the votes shall be deemed void.
5.1.1. Voting by Members in Good Standing.
At any meeting of the Association, the Members in good standing, as defined in Section 3.1.2, shall be entitled to vote on each matter brought before the membership. A majority of the votes cast by the Members at such meeting, provided there is a quorum, shall be the act of the membership, except as otherwise provided in the Declaration, the Articles of Incorporation, these Bylaws or by statute.
5.1.2. Election of Board of Directors.
Voting for the members of the Board of Directors shall take place by mail-in ballot, by voting in person or by proxy at the Annual Meeting, or a special meeting called for the express purpose of electing the Board of Directors, in accordance with these Bylaws, and the results shall be made known upon the tabulation and certification of the election by the Election Committee.
5.2 Voting Procedure.
A Member�s vote may be cast in person or by proxy. Except as otherwise provided in the Declaration or these Bylaws, decisions and resolutions of the Members require approval of a majority of Eligible Votes.
5.2.1. Mail-in Ballots.
5.2.1.1. Mail-in Ballots in Place of Voting at Members� Meetings.
The Board may authorize mail-in ballots in place of voting at a meeting (including an Annual Meeting), on any election or vote on any issue it deems appropriate, including the election of Directors.
5.2.1.2. Procedure for Mail-in Ballots.
When mail-in ballots are authorized by the Board, said ballots shall be prepared and mailed to the Members at least 10 days but not more than 30 days prior to the date of the election or vote on an issue, and must specify the time and date by which the ballot must be delivered to the Association in order to be counted. Ballots received after this date shall not be counted.
5.2.1.3. Election Committee Tabulates & Counts.
The determination of eligibility and tabulation of votes shall proceed under the supervision of the Election Committee.
5.2.1.4. Requirements for Mail-in Ballots.
Any solicitation by the Association for mail-in ballots must specify the number of responses needed to meet the quorum requirement and the percentage of affirmative Members� votes necessary to approve each matter (other than election of Directors).
5.2.2. Voting Procedures.
5.2.2.1. Supervision by Election Committee.
Voting shall proceed under supervision of the Election Committee. The Election Committee shall be in attendance at all times during voting tabulation and during check-in at any meeting of Members, and the Committee designee(s) shall determine whether a Member is in good standing; shall issue all of the official ballots and shall witness the placing of the ballots into the ballot boxes or the opening of mail-in ballots.
5.2.2.2. Procedure for Tabulating Votes.
Ballot boxes or mail-in ballots shall remain sealed until the voting is closed, at which time they shall be opened and the votes tabulated. In the event of a tie vote, there shall be another vote solely for the purpose of breaking the tie. Upon completion of the tabulation of ballots, the results shall be certified to the Board of Directors by the Election Committee and announced to the Membership either at a meeting or, if mail-in ballots are used in the absence of a meeting, by written notification to the Members.
5.3 Proxies.
A Member may designate a proxy to cast his or her vote at any Association meeting. Proxies shall be submitted on the Association�s form. A proxy form shall be sent to each Member with all notices of Annual or Special Meetings. A proxy designation may be made annually for a calendar year, and shall remain in effect for that year or until the Member notifies the Association�s Secretary of its revocation or the appointment of a replacement proxy.
ARTICLE VI.
BOARD OF DIRECTORS
6.1 Number.
The Board of Directors of the Association shall consist of not less than three nor more than five persons, all of whom must be Members in good standing, as defined in Section 3.1.2. Co-owners of Units shall not be entitled to serve on the Board of Directors at the same time. If a Member is an entity, any of its officers, trustees or partners are eligible to be a member of the Board of Directors. All Directors shall have all of the rights, remedies, privileges and authority accorded to Directors of the Association by the Declaration, these Bylaws, and by applicable law.
6.2 Election of the Board of Directors. Directors shall be elected by a secret written ballot in accordance with Article V of these Bylaws. The candidates receiving the
highest number of votes up to the number of Directors to be elected. Cumulative voting is not permitted. The Board shall establish procedures for the annual election of Directors and may delegate to the Election Committee, the task of nominating prospective candidates for the annual election.
6.3 Term of Office.
Except as otherwise stated in this Section, Directors shall be elected for a term of three years. In order to assure staggered terms so that the entire Board is not replaced in any one year, the Board may adopt reasonable rules and regulations governing the Election Committee�s procedures for the upcoming election, including a modification of terms for some of the newly-elected Directors so that staggered terms will be restored.
6.4 Place of Meetings.
The Board may hold its meetings at any place designated by the Board of Directors.
6.5 Regular Meetings.
Regular meetings of the Board will be held at least quarterly without notice to the Directors, other than announcement at the close of the previous meeting, and with notice to Association Members in accordance with applicable law. Notice to Members of a meeting of the Board is not required if emergency circumstances require action by the Board before notice can be given. Any such action will be reviewed at the next regular Board meeting and entered into the minutes of said meeting. The failure of any Member to receive actual notice of a Board meeting does not affect the validity of any action taken at that meeting.
6.6 Special Meetings Notice. Special meetings of the Board shall be held whenever called for in writing, by the President of the Association or by any two members of the Board of Directors other than the President. The notice of any special meeting of the
Board of Directors shall state the time, place and purpose of the meeting. Notice of any special meeting shall be sent to each Director either by U.S. mail, electronic mail (e-mail),
facsimile, or any other form of recorded communication; by telephone; or delivered personally not later than three business days prior to the scheduled time of the meeting. Notice of special meetings of the Board also shall be given to the Association Members in
accordance with applicable law*1. Notice to Members of a meeting of the Board is not
required if emergency circumstances require action by the Board before notice can be given. A written waiver of notice, whether given before or after the meeting to which it relates, shall be the equivalent of giving notice to the Directors who sign the waiver.
Attendance of a Director at a special meeting of the Board shall constitute a waiver of
notice of such meeting, except when he/she attends the meeting for the express purpose of objecting to the transaction of any business or because the meeting is not lawfully called or convened.
*1 As of the date of these Bylaws, A.R.S. �33-1248 requires 48 hours advance notice to 1 Members of meetings of Board by newsletter, conspicuous posting or any other reasonable means as determined by the Board.
6.7 Quorum.
A majority of the Board, present in person, at any meeting of the Board shall constitute a quorum for the transaction of business at such meeting. Except as
otherwise stated in these Bylaws, and except as provided for by law, the vote of a majority of the Directors present at any meeting where a quorum is present shall be the act of the Board. In the absence of a quorum, a majority of the Directors present at the meeting may adjourn the meeting to another time or place.
6.8 Attendance by Telephone. Any Director may attend a meeting of the Board by telephone, so long as he/she can hear and by heard by all other Directors and Members in attendance. Any Director attending via telephone will be counted as present for quorum purposes.
6.9 Organization.
At each meeting of the Board, the President, or if he/she is not present, then the Vice President, or if he/she is not present, then a Director chosen by a majority of the Directors present, shall act as the Chair and preside over such meeting. The Secretary, or if he/she is not present, any person which the Chair appoints, shall act as the Secretary and keep the minutes. The Board shall meet as soon as possible after the Annual Meeting to elect officers.
6.10 Action by Directors Without a Meeting.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all of the members of the Board of Directors consent, in writing, to such action. Such consents shall be announced at and filed with the minutes of the next Board meeting. Any action by written consent has the same force and effect as any vote of the Directors. Action without a meeting may be taken only when it is not possible to assemble a quorum for a meeting and Board action is required for Association business.
6.11 Resignations.
Any Director may resign at any time by giving notice of his/her resignation to the Board of Directors. Any resignation becomes effective at the time specified in the notice. If the time is not stated in the notice, it shall take effect immediately upon its receipt by the President or the Secretary. Unless otherwise specified in the notice, the acceptance of such resignation is not necessary to make it effective. In the event that
any Director is absent from three consecutive Board meetings, without being excused by the Board for good cause, he/she shall be deemed to have resigned from office and his/her successor shall be appointed to fill the unexpired term.
6.12 Removal of Directors. The Members, by a majority vote of Members entitled to vote and voting on the matter at a meeting of the Members called pursuant to these Bylaws, at which a quorum is present, may remove any Director from the Board with or without cause. For purposes of calling for removal of a Director by the Members, the following apply:
6.12.1. Petition by Members. On receipt of a petition that calls for removal of a Director and that is signed by the Members entitled to cast at least 25% of the votes in the Association, the Board shall call and provide written notice of a special meeting of the Association as prescribed by these Bylaws.
6.12.2. Special Meeting.
The special meeting shall be called, noticed and held within 30 days after the Board�s receipt of the petition.
6.12.3. Lawsuit pertaining to Removal.
If a civil action is filed regarding the removal of a Director, the prevailing party in the civil action shall be awarded its reasonable attorney fees and costs.
6.12.4. Requirement to Retain Documents.
The Board shall retain all documents and other records relating to the proposed removal of any Director for at least one year after the date of the special meeting and shall permit Members to inspect those documents and records pursuant to these Bylaws and applicable law.
6.12.5. Limitation on Removal Petition.
A petition that calls for the removal of the same Director shall not be submitted more than once during each term of office for that member.
6.13 Vacancies on the Board.
6.13.1. Vacancy Resulting from Removal.
At any duly convened special meeting of the membership at which any Director is removed, a successor or successors shall be elected to fill the vacancy thus created.
6.13.2. Vacancy Due to Other Causes.
Any vacancy on the Board of Directors, other than through removal by the membership, may be filled by the vote of a majority of the remaining Directors even if the remaining Directors do not constitute a quorum. Any Director appointed or elected to fill a vacancy shall hold office for the unexpired term of the vacancy that has been filled.
6.13.3. Voting to Fill
Vacancy.
When one or more Directors resign from the Board, effective at some date in the future, a majority of the Directors, including those who have submitted their resignation, may vote to fill the vacancy with the term of the newly-appointed Directors scheduled to begin on the date the resignation becomes
effective.
6.13.4. If There are No Remaining Directors.
If a vacancy occurs because of the death or resignation of a Director, or for any other reason, leaving the Association with no Directors in office, then any Member may call a special meeting of Members solely for the purpose of electing Directors.
6.13.5. Vacancy at Beginning of Term.
If a Director fails to assume his/her position because of death, disability or declination prior to the beginning of the term to which he/she was elected, then the person who received the next highest number of votes shall succeed to that position. If there were no unelected candidates, the other Directors shall fill the vacancy in accordance with Section 6.13.2.
6.14 Compensation.
No Director shall receive compensation for any service he/she may render to the Association. However, any Director may be reimbursed for his/her actual expenses incurred in the performance of his/her duties.
6.15 Non-Liability of Officials and Indemnification.
The Association shall indemnify, to the fullest extent permitted by law, every officer, director and committee member, against any and all expenses, including attorneys' fees, reasonably incurred or imposed upon, any such person, in connection with any action, suit or other proceeding (including settlement of any suit or proceeding if approved by the then Board of Directors) to which he/she may be made a party by reason of being or having been an officer or
director. This provision shall not be deemed to include travel expenses to attend Association meetings or legal proceedings and shall only include reasonable actual expenses. Neither officers, directors, nor committee members shall be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful
misfeasance, malfeasance, misconduct or bad faith. The officers, directors and committee members shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers, directors or committee members may also be Members of the Association). The Association shall indemnify and forever hold each such officer, director and committee member, free and harmless against any and all liability to others on account of each such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any of the rights to which any officer, director or committee member, or former officer, director or committee member, may be entitled. The Association shall, as a common expense, maintain adequate general liability and Officer's and Director's Liability insurance, which also includes committee members, to fund this obligation.
ARTICLE VII.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
7.1 Authority of the Board. The Board of Directors has all the powers of an Arizona non-profit corporation, subject only to such limitations upon the exercise of such powers as are expressly set forth in the Condominium Documents. The Board has the power to do any and all lawful things which may be authorized, required or permitted to be done by the Association under and by virtue of the Condominium Documents and applicable law, and to do and perform any and all acts which may be necessary or proper for or incidental to, the exercise of any of the express powers of the Association.
7.2 Powers.
Without being limited to the generality of Section 7.1, the Board of Directors has the power to:
7.2.1. Hold and administer the assets and direct, control, manage and supervise business and affairs of the Association.
7.2.2. Enforce all applicable provisions of the Condominium Documents.
7.2.3. Make and publish rules and regulations within the authority set forth in applicable law, the Articles of Incorporation, these Bylaws, and the Declaration, and
7.2.4. Establish penalties (including but not necessarily limited to fines,
probation and/or suspension of membership or voting privileges) for the infraction thereof.
7.2.5. Employ or terminate the services of any independent contractor, a
managing agent or such other personnel and employees as the Board deems necessary, and to prescribe their duties.
7.2.6. As more fully provided in these Bylaws and the Declaration to:
7.2.6.1. Establish and collect assessments and other charges from each Member.
7.2.6.2. Perfect and foreclose a lien against any property for which assessments are not paid, or to bring an action at law against the Member personally obligated to pay the same.
7.2.7. Contract for goods and/or services for the Common Elements for which the Association is responsible, and protect the legal interests of the Association.
7.2.8. When permitted by law, represent the Association before any and all governmental or quasi-governmental agencies, offices, groups or bodies in conjunction with any matters bearing upon or affecting the quality of life and property values of the Association�s Members, including but not necessarily limited to all planning and zoning, fire protection, street lighting, public utility and similar regulatory agencies.
7.3 Duties. It is the duty of the Board of Directors to:
7.3.1. Cause a complete record to be kept of all its acts and affairs and to present a summary thereof to the Members at the Annual Meeting of the Members, or at
any special meeting when a written request is made for such summary by 10% of the Members.
7.3.2. Supervise all officers, agents and employees of this Association, and ensure that their duties are properly performed.
7.3.3. Procure and maintain adequate liability and hazard insurance as required by the Declaration, and, in its discretion, errors and omissions insurance on behalf
of its officers, directors, and committee members.
7.3.4. Provide for the operation, care, upkeep and maintenance of all of the
Common Elements and to borrow money on behalf of the Association when required for the improvement, operation, upkeep and maintenance of the Common Elements, or for any other purpose.
7.3.5. Approve the annual operating budget for the Association which shall include, but not necessarily be limited to the following: Estimated revenue and expenses, and the annual cash reserves available for replacement and major repairs of the Common Elements.
7.3.7. Comply with applicable state law*2 with respect to periodic audit, review or compilation of the Association�s financial records, at the discretion of the Board. If the services of a certified public accountant are retained, he or she shall be appointed by the Board and paid by the Association.
*2 Currently, A.R.S. �33-810 requires the Board to provide for an annual financial audit, review or compilation of the Association�s financial records.
7.3.8. Provide to all Members copies of any revisions to the Condominium Documents.
7.3.9. Provide to each new Member, one copy of the current Condominium Documents. Additional copies may be purchased by the Member.
7.3.10. Perform any other duties or functions which are required in the Condominium Documents or applicable law.
ARTICLE VIII.
OFFICERS
8.1 Selection.
The officers of the Association shall be a President, Vice President,
Secretary and Treasurer, each of whom shall be a Director. At the first Board meeting held after the Annual Meeting each year, the Directors shall elect the officers of the Association, who shall serve during that calendar year and until their successors are chosen. Officers are not prohibited from succeeding themselves in office.
8.2 President.
The President shall be the Chair of the Board of Directors and shall preside at and conduct all meetings of the Board and the Members. He/She shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and agreements; and shall co-sign all promissory notes.
8.3 Vice President.
The Vice President has such powers and performs such duties as the President or the Board may from time-to-time prescribe and shall perform such other duties as may be prescribed by these Bylaws. At the request of the President, or in case of his/her absence or inability to act, the Vice President shall perform 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.
8.4 Secretary. The Secretary (or his or her designee) shall record the votes and
keep the minutes of all meetings and proceedings of the Board and of the Members; provide notice of meetings of the Board and of the Members; keep appropriate current
records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board. The Secretary (or his or her designee) shall ensure that all the proceedings of the membership, and the Board of Directors, are recorded in one or more books kept for that purpose. The Secretary (or his or her designee) is the custodian of all contracts, deeds, documents, all other indicia of title to properties owned by the Association and of its corporate records (except accounting records). Upon
request, the Secretary (or his or her designee) shall make the records of the Association which are not in the custody of the Treasurer, available for inspection, at all reasonable times to any Director or Member. All records of the Association shall be kept and maintained at the Association�s principal office.
8.5 Treasurer.
The Treasurer is responsible for supervising all of the funds and securities of the Association, official records, documents, ledgers and accounts involving the financial business of the Association. All financial records and documents shall be kept and maintained at the Association�s principal office. The Treasurer shall assure that the Association�s funds are deposited to the account of the Association in such bank(s) which are federally insured and/or shall use said funds to purchase U.S. Treasury Notes,
Certificates of Deposits or other obligations of the Federal Government or agencies thereof, as designated by the Board of Directors. The Treasurer (or his or her designee) shall
prepare the annual operating and capital budget for the Association, which shall include, but not be limited to, the following: estimated revenue and expenses and the annual cash reserves available for replacement and major repairs of the Association�s facilities. The
Treasurer also shall issue financial statements when required, and perform such other duties as ordinarily pertain to that office. The Board of Directors may appoint an Assistant Treasurer who shall, in the absence or incapacity of the Treasurer, have the powers, duties and the responsibilities of the Treasurer. The Treasurer shall sign all checks and
promissory notes of the Association.
8.6 Bonding.
At the Board�s discretion, all officers, Directors, Committee Chairs and members and employees, who are in any way involved in the handling of Association funds, and the paid managerial personnel of the Association shall be bonded or insured in a sum to be determined by the Board of Directors.
8.7 Removal.
Any officer may be removed from office by the majority vote of the Directors at any regular or special meeting called for that purpose, whenever, in the Board�s judgment, the best interests of the Association will be served by the removal. The removal of a person as an officer does not constitute a removal of that person from the Board of Directors, unless he/she is removed from the Board by the Members or Directors, as set forth herein.
8.8 Vacancies.
If any office becomes vacant by removal, death, resignation, retirement, disqualification, or any other cause, the majority of the Directors may elect an officer from the Directors to fill that vacancy, and such officer shall hold office until the election of his/her successor.
8.9 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. No such officers shall receive compensation for duties performed, but may receive reimbursement of actual expenses.
ARTICLE IX.
COMMITTEES
9.1 Organization of Committees.
The Board, by majority vote, shall appoint such committees as the Directors deem necessary to properly and effectively carry on the affairs of the Association. Any committee member may be removed from a committee, with or without cause by a majority vote of the Board, provided a quorum is present.
ARTICLE X.
ELECTION COMMITTEE
10.1 Purpose and Term of Committee.
The Election Committee shall oversee all elections and votes of the Association. The Board of Directors may delegate to the Election Committee, the task of establishing nominees for the annual election of members of the Board. The Election Committee may delegate to the managing agent the task of counting or otherwise handling the ballots in any vote or election.
10.2 Selection of Members to Election Committee.
The Election Committee shall
consist only of Members in good standing, as defined in Section 3.1.2, to be chosen as
follows:
10.2.1. The President, with approval of a majority of the Board of Directors shall appoint the members of this Committee.
10.2.2. The President shall call the first meeting of the Election Committee, by giving written notice to each member of the Committee at least seven days prior to the date of that meeting.
ARTICLE XI.
PROCEDURE FOR AMENDMENT
11.1 Amendment. These Bylaws may be amended at a regular or special meeting or by mail ballot, by the lesser of: a majority of Owners; or 2/3rds of the Eligible Votes submitted, provided the quorum requirement is met.
11.2 Prior Bylaws Replaced. These Bylaws amend, restate, and replace all prior Bylaws of the Association, and all prior amendments thereto.
ARTICLE XII.
GENERAL PROVISIONS
12.1 Conflicting Provisions In the case of any conflict between the Articles and
the Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and the Bylaws, the Declaration shall control.
12.2 Designation of Fiscal Year.
The fiscal year of the Association shall begin on the 1st day of January and end on the last day of December of every year.
12.3 Books and Records.
The Condominium Documents together with the books and records of account and membership, and minutes of Association and Board meetings
shall be available for inspection by any Member during reasonable business hours by appointment with the Secretary. Copies of the Condominium Documents may be
purchased by Members at a reasonable cost. The Association may charge a reasonable fee for production and photocopying of books and records requested by a Member.
These Amended and Restated Bylaws were approved by at least two-thirds of the votes cast by Members of La Vida Association by a duly-held mail vote.
LA VIDA ASSOCIATION, an Arizona non-profit
corporation
By:
Its: President
ATTEST:
Secretary