AMENDED BYLAWS OF HOMEWOOD HOMEOWNERS ASSOCIATION
(AMENDED: JULY 15, 1992)
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.
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,
(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.
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.
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.
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
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.
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.
Section 8. Record Dates for Member
Notice, Voting and Giving Consents.
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:
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.
Section 4. Nomination of Directors.
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.
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
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
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
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
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
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.
(i) There shall be no vehicular
access to the Beach Parcels, with the
exception of access for emergency
(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.
(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.
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
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
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.
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