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Kelly Park Homeowners Association BY-LAWS Index:
The name of the corporation is "KELLY PARK HOMEOWNERS ASSOCIATION," hereinafter referred to as the "Association." Principle office of the corporation shall be located at 1359 Del Norte Road, Camarillo, California 93010, but meetings of members and Directors must be held within the properties as described below, or as close thereto as practicable, within the State of California, County of Ventura, as may be designated by the Board of Directors. Section 1. "Association" shall mean and refer to KELLY PARK HOMEOWNERS ASSOCIATION, its successors and assigns, Section 2. "Properties" 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 3. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners. 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, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. -1 - BOOK 4982, PAGE 428 Section 6. "Declarant" shall mean and refer to KELLY PARK, a Limited Partnership, its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development. Section 7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the Recorder of Ventura County. Section 8. "Member" shall mean and refer to chose persons entitled to membership as provided in the Declaration.
Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter at the hour of 7:00 o'clock, P.M. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour of the first day following which is not a legal holiday. Section 2.
Special Meetings. Special meetings of the members shall be called at any time by any two Directors, or
receipt of a written request therefor signed by members representing
not less than 25% of the total voting power of the Association Section 3.
Notice of Meetings. written notice of each meeting of the members shall be given by, or
at the direction
of. the secretary or person authorized to call the meeting, by mailing a copy of such
notice, postage prepaid, except in emergency
situations, at least 10 days but not more than 30 days before
such meeting to each member entitled to vote thereat, addressed
to the member's address last appearing on the books of the
Association, or supplied by such member to the Association for -2- BOOK 4982, PAGE 429 Section 4. Quorum. (a)
The presence at the meeting of
members entitled to cast, or of proxies entitled to cast, not less than
twenty-five (25%) percent of the votes of each class of
membership shall constitute a quorum for any action except as otherwise provided in
the Articles of Incorporation, the Declaration, or these By-Laws. Section 5. Proxies. At all meetings of members each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.
ARTICLE IV Section 1. Number. The affairs of this Association shall be managed by a Board of five (5) directors who need not be members of the Association. Section 2. Term of Office. At the first annual meeting the members shall elect three directors for a term of one year, and two directors for a term of two years, and at each annual meeting thereafter the members shall elect directors to succeed the directors whose terms are expiring for like terms. Section 3. Removal. Any
Director may be removed from
the board with or without cause by a majority vote of the members
of the Association. In the event of death, resignation or removal
of a Director, his successor shall be selected by the remaining Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence -3- BOOK 4982, PAGE 430 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 shall have the same effect as though taken at a meeting of the directors.
ARTICLE V Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The nominating Committee shall consist of a Chairman who shall be a member of the Board of Directors, and two or more members of the association. The Nominating Committee shall be appointed by the Board of Directors prior to such annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members. Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the declaration. The persons receiving the largest number votes shall be elected. Members may cumulate their votes for all elections in which more than two positions on the Board of Directors are to be filled. -4- BOOK 4982, PAGE 431 Section 4. Removal. - Unless the entire Board of Directors is removed from office by the vote of the Association members, an individual director shall not be removed prior to the expiration of his term of office if the number of votes cast against his removal is greater than the quotient arrived at by dividing the total number of votes under cumulative voting procedures by a divider equal to 1 plus the authorized number of directors.
ARTICLE VI Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held within the subdivision at such place and hour as may be fixed from time to time by resolution of the Board. Notice of the time and place of the meeting shall be posted at a prominent place or places within the Common Area. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days written notice to each director signed by the President or by any two directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be sent to all directors and posted in the manner prescribed for notice of regular meetings not less than 72 hours prior to the scheduled time of meeting. Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. Section 4. Conduct of Meetings. Regular and special meetings of the directors shall be open to all members of the -5- BOOK 4982, PAGE 432 Association provided, however, that Association members who are not on the directorate may not participate in any deliberation or discussion unless expressly so authorized by the vote of a majority of the directorate. Section 5.
Adjournment. The Board of Directors may, with
the approval of a majority of a quorum of its members, adjourn a meeting and reconvene in executive session
to discuss and vote
upon personnel matters, litigation in which the Association is or may become involved and orders of business of a similar nature.
ARTICLE VII Section 1.
Powers and Limitations. The Board of Directors shall have power to
(b) Suspend the voting rights and right to use of the recreational
facilities of a member during any period in which
such member shall be in default in the payment of any assessment levied by
the Association. Such rights may also be suspended (c) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, of the Declaration; (d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; (e) Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties, and (f) The Board of Directors shall not during any fiscal year sell property of the Association having an aggregate fair market value greater than 5% of the budgeted gross expenses of the Association for that fiscal year, and -6- BOOK 4982, PAGE 433 (g) Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the right to make extracts and copies of documents. Section 2. Duties. It shall be
the duty of the Board of Directors to -6A- BOOK 4982, PAGE 434 and corporate affairs
and to present a statement thereof to the members at the annual meeting of
members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of
the
Class A members who are entitled to vote;
(1) Fix the amount of the annual assessment
against each Lot at least thirty (30) days in advance of each annual assessment period;
(d) Furnish, or cause an appropriate officer to furnish,
upon demand by any person, a Certificate signed by an officer
of the Association, setting forth whether the assessments on
a specified Lot have been paid. A properly executed Certificate -7- BOOK 4982, PAGE 435 -8- BOOK 4982, PAGE 436
ARTICLE VIII Section 1. Enumeration of Offices. The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create. Section 2. Election of Officers. The election of officers shall take place at he first meeting of the Board of Directors following each annual meeting of the members. Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 4. Special Appointments. The Board may elect other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine. Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the board, the president or the secretary. Such resignation shall take effect on the date of 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. Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. Section 8. Duties. The duties of the officers are as follows: -9- BOOK 4982, PAGE 437 President (a) The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out, shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes. Vice-President (b) The vice-president shall act in the place and stead of the president in the event of his absence, i[1abilicy, or refusal to acc, and shall exercise and discharge such other duties as may be required of him by the Board. Secretary (c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses. and shall perform such other duties as required by the Board. Treasurer (d) The treasurer shall
receive and deposit in
appropriate bank accounts all monies of the Association and
shall disburse such funds as directed by resolution of the The Association shall appoint an Architectural Control Committee, as provided in the Declaration [of CC&Rs], and a Nominating -10- BOOK 4982, PAGE 438 Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose. The books, records and papers of
the Association shall
at all times, during reasonable business hours, be subject to inspection by
any member. The Declaration, the Articles of Incorporation and the By-Laws
of the Association shall be available
for inspection by any member and the holder of any first mortgage As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which he assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 6 percent (6%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, Costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waiver or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot. Notice of delinquency to lender is provided in the Declaration. The Association shall have a seal in circular form having within its circumference the words KELLY PARK HOMEOWNERS ASSOCIATION. -11- BOOK 4982, PAGE 439 Section 1. These By-Laws may be amended at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, except that the Federal Housing Administration and the Veterans Administration shall have the right to veto amendments while there is Class A membership, and subject to the provisions and restrictions contained in the Declaration. Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE XIV Neither the directors nor the officers of the Association Association shall
be personally liable to the Owner for any mistake of judgment or for any other acts or omissions of any
nature whatsoever as such directors and officers except for -12 - BOOK 4982, PAGE 440 or proceeding to be liable for gross negligence or fraud in the performance of his duties as such director or officer, or (ii) any matter settled or compromised, unless, in the opinion of independent counsel selected by or in a manner determined by the Board, there is no reasonable ground for such person being adjudged liable for gross negligence or for such person being adjudged liable for gross negligence or fraud in the performance of his duties as such director or officer.
ARTICLE XV Section 1. Creation of Standards of Maintenance by Association. The Association shall have the right to establish standards of maintenance to be adhered to by the Owners of Properties. Such standards of maintenance shall be established by a vote of a quorum as provided for in the establishment of special assessments for capital improvements. Section 2. Duties of Owner. After the establishment of standards of maintenance by the Association in conformity with the procedures for the establishment of a special assessment, the Owner shall be obligated to adhere to the standards of maintenance established by the Association. Section 3. Notice of
Non-Compliance and Enforcement.
In the event an owner of any Lot in the Properties shall fail to maintain the premises and
the improvements situated thereon in
a manner satisfactory to the Board of Directors, the Association. Section 4. Limitation of Authority. The Association shall not have the right to establish standards of maintenance as to the interior of any dwelling located upon any lot. The standards of maintenance as set forth herein, shall be only to exterior portions of the premises constructed and to landscaping and maintenance of yard areas between the street and the setback line of any residential lot. -13- BOOK 4982, PAGE 441 The fiscal year of the Association shall begin on the first day of January and end on the 3lst day of December of every year, except chat the first fiscal year shall begin on the date of incorporation. 1977 -14 - |
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