1 BYLAWS 2 3 OF 4 5 EL ENCANTO ESTATES HOMEOWNERS ASSOCIATION, INC. 6 7 8 ARTICLE I 9 10 Name and Place of Business 11 12 Section 1. 13 14 Name. 15 16 The name of the corporation is EL ENCANTO ESTATES HOMEOWNERS 17 ASSOCIATION, INC., hereinafter referred to as the "Association". 18 19 Section 2. 20 21 Place of Business. 22 23 The principal office shall be located in Tucson, Arizona, at the 24 home of the president of the Association or at such other location 25 as may be designated by the board of directors from time to time, 26 but meetings of members and directors may be held at such places 27 within Pima County, Arizona as may be designated by the board of 28 directors. 29 30 31 ARTICLE II 32 33 Scope and Purposes of Association 34 35 Section 1. 36 37 General Purposes. 38 39 The general purpose of the Association, as successor of the El 40 Encanto Estates Neighborhood Association, Inc., an Arizona corporation, 41 is to promote the general welfare of El Encanto Estates, a legal 42 subdivision of Pima County, Arizona, according to the map or plat 43 thereof recorded in Book 5 of Maps and Plats at page 35 in the Pima 44 County Recorder's Office, Arizona, hereinafter referred to as "El 45 Encanto Estates", and its environs. 46 47 Section 2. 48 49 Specific Purposes. 50 51 The specific purposes of this Association shall include, without 52 limitation, the following: 53 54 (a) 55 56 to promote the social welfare of El Encanto Estates and its environs; 57 58 (b) 59 60 to receive, own and administer Association property, including 61 easements and rights of way; 62 63 (c) 64 65 to provide for the acquisition, construction, management and 66 maintenance of Association property; 67 68 (d) 69 70 to encourage the residents of El Encanto Estates to maintain 71 buildings, grounds and properties to the standards appropriate to 72 a high quality residential area; 73 74 (e) 75 76 to enforce any and all restrictions as to the use of lots and 77 improvements situated thereon within El Encanto Estates as set forth 78 in any Declaration of Establishment of Conditions and Restrictions 79 or similar instrument which is in effect or as may be adopted 80 pertaining to El Encanto Estates, 81 or as set forth in Code of Ordinances of the City of Tucson, Arizona; and 82 83 (f) 84 85 to carry on and maintain any and all services which shall be desired 86 by the members of the Association. 87 88 89 ARTICLE III 90 91 Membership; Voting; Meetings of Members 92 93 Section 1. 94 95 Membership Qualification. 96 97 All owners and part owners of record title (including contract 98 purchasers under a recorded contract for sale but excluding contract 99 sellers) of one or more lots in El Encanto Estates shall qualify 100 for the number of memberships as the number of lots so owned. The 101 board of directors shall be empowered to determine all issues 102 relating to membership in the Association in any manner consistent 103 with the Articles of Incorporation and the Bylaws. 104 For these Bylaws, the definition of a "lot" is a parcel listed in 105 the Pima County Assessor property data. 106 107 Section 2. 108 109 Membership. 110 111 All persons who qualify for membership and whose dues are currently 112 paid shall be members. Only members shall have the right to vote. 113 Those persons holding more than one membership by virtue of ownership 114 of more than one lot shall be entitled to vote for the number of 115 lots owned and for which dues are currently paid. Memberships are 116 not transferable and may not be pledged or alienated in any way. 117 Upon the sale of a lot, the seller shall cease to be a member, 118 unless the seller shall own another lot in El Encanto Estates for 119 which dues are currently paid. 120 121 Section 3. 122 123 Dues. 124 125 Dues shall be Fifty Dollars ($50.00) per year per lot, or such other 126 amount as the board of directors may from time to time determine. 127 128 Section 4. 129 130 Voting. 131 132 Except as otherwise prescribed for electing members of the board 133 of directors, members shall be entitled to cast one vote for each 134 lot in El Encanto Estates owned and for which dues are currently paid; 135 provided, however, if a lot is 136 owned by two or more persons, or entities, they shall designate one 137 among their number to exercise voting rights and, if requested by 138 the secretary of the Association, shall make such designation in a 139 writing delivered to the secretary of the Association. 140 141 Section 5. 142 143 Meetings. 144 145 (a) 146 147 Annual Meeting. 148 149 The annual meetings of the members of the Association for the 150 election of officers and directors and the transaction of such other 151 business of the Association as may be brought before it shall be 152 held in October of each year at such place 153 as the board of directors may designate. 154 155 (b) 156 157 Special Meetings. 158 159 Special meetings of the Association may be called at any time by 160 the president or by the board of directors or upon written request 161 of one-fourth (1/4) of the members. Special meetings shall be held 162 at such time and at such place as may be designated in the notice 163 thereof. 164 165 (c) 166 167 Meetings Notices. 168 169 Notices of each meeting of the members of the Association, whether 170 annual or special, shall be given by the secretary of the 171 Association or such person authorized to call the meeting, orally 172 or mailed to each member at such member's last known post office 173 address, or the address supplied by such member to the Association for the 174 purpose of notice, or if none, to the address of the member's lot, 175 not fewer than seven (7) days prior to the date of the meeting. The 176 notice of each special meeting shall contain the purpose for which 177 it is to be conducted. Any member may waive notice to any meeting. 178 179 (d) 180 181 Quorum. 182 183 The presence at the meeting in person or by proxy of one-tenth 184 (1/10) of the members shall constitute a quorum for any action 185 unless otherwise provided in the Articles of Incorporation or these 186 Bylaws. If, however, such quorum shall not be present or represented 187 by proxy at any meeting, the members who are present shall have the 188 power to adjourn the meeting from time to time, without notice other 189 than announcement at such meeting, until a quorum shall be present 190 or represented. 191 192 (e) 193 194 Proxies. 195 196 At all meetings of members, each member may vote in person or by 197 proxy. All proxies shall be in writing and filed with the secretary. 198 Every proxy shall be revocable, and cease automatically upon 199 disqualification of the member. 200 201 202 ARTICLE IV 203 204 Board of Directors; Selection; Term of Office 205 206 Section 1. 207 208 Number. 209 210 The number of directors of the Association shall be determined, 211 from time to time, by the board of directors, but in no event shall 212 there be fewer than five (5) directors. 213 214 Section 2. 215 216 Qualification. 217 218 Only members who are natural persons may be elected or appointed 219 to the board of directors. Any person whose membership terminates 220 or lapses may not remain a member of the board of directors and 221 shall be deemed to have resigned as of the time the membership 222 terminates or lapses. 223 224 Section 3. 225 226 Election and Term of Office. 227 228 The members of the board of directors shall be elected at the annual 229 meeting of the membership by the members. At least twenty (20) days 230 prior to the annual meeting the existing board of directors shall 231 select a nominating committee comprised of such number as it shall 232 designate. The nominating committee shall make nominations for 233 vacancies on the board of directors. The nominating committee shall 234 present to the secretary of the Association at least ten (10) days 235 before the annual meeting the nominees for the board of directors. 236 The secretary of the Association shall include the names of the 237 nominees with the notice of the meeting. Nominations for directors 238 may be made by any member from the floor of the meeting. Members 239 may vote for directors in person or by proxy with votes to be cast 240 in the manner set forth in Article III, Section 4, above, but shall 241 be entitled to cast as many votes as there are number of directors 242 to be elected, one vote per nominee. Each director duly elected 243 shall serve until the earlier of the next annual meeting of the 244 members and the time at which his/her successor shall have qualified. 245 Any director may serve one or more terms, whether or not in succession. 246 247 Section 4. 248 249 Removal; Resignation; Vacancies; Leave of Absence. 250 251 Any director may be removed from the board, with or without cause, 252 by the majority vote of the other directors present personally or 253 voting by proxy, at a regular meeting, or a special meeting called 254 for such purpose. Further, any director, at any time, may resign 255 from the board by giving written notice to the board, the president 256 or the secretary. Such resignation shall take effect on the date 257 of receipt of such notice, or at any later time specified therein, 258 and unless otherwise specified therein, the acceptance of such 259 resignation shall not be necessary to make it effective. Failure 260 to be a member or lapse of membership shall be deemed to be a 261 resignation from the board. In the event of death, resignation, 262 removal or disqualification of a director, his/her successor shall 263 be selected and appointed by the remaining directors and shall serve 264 the unexpired term of the director so replaced. 265 Any director may take leave of absence from the board by giving notice 266 to the board, the president or the secretary. 267 268 Section 5. 269 270 Compensation. 271 272 No director shall receive compensation for any service he/she may 273 render to the Association. However, any director may be reimbursed 274 for his/her actual expenses incurred in the performance of his/her 275 duty. 276 277 Section 6. 278 279 Meetings. 280 281 282 (a) 283 284 Annual Meeting. 285 286 The annual meeting of the board of directors shall be held in Tucson, 287 Arizona, immediately following the annual meeting of the members. 288 289 (b) 290 291 Regular Meetings. 292 293 Regular meetings of the board of directors of the Association shall 294 be held in Tucson, Arizona, at such times as the board of directors 295 shall determine. 296 297 (c) 298 299 Special Meetings. 300 301 Special meetings of the board of directors shall be held when called 302 by the president or by fifty percent (50%) or more of the directors. 303 Said meetings shall be held in Pima County, Arizona. 304 305 306 Section 7. 307 308 Notice/Waiver of Notice. 309 310 A notice of the time and place of the annual, regular or special 311 meetings (including, in the case of special meetings, the purpose 312 or purposes for which the meeting is called) shall be made by the 313 secretary or such person calling the meeting, orally or in writing, 314 at least three days prior to the meeting. Any members of the board 315 of directors may waive notice of any meeting. Attendance at a meeting 316 by a director shall be deemed waiver of notice to the meeting unless 317 the director's attendance is to object to the holding of the meeting 318 without proper notice. 319 320 Section 8. 321 322 Quorum. 323 324 A majority of the directors shall constitute a quorum for the 325 transaction of business by the board of directors. Any meeting at 326 which a quorum is not present may be adjourned from time to time 327 until the meeting shall be regularly constituted, at which time any 328 business may be transacted which might have been transacted at the 329 meeting as originally noticed. The directors present at a duly 330 organized meeting may continue to transact business until adjournment, 331 even if a quorum is no longer remaining due to the withdrawal of 332 directors from such meeting. 333 A director on leave of absence shall not be counted among the directors in 334 determining a quorum. 335 336 Section 9. 337 338 Manner of Acting. 339 340 The act of the majority of the directors present at a meeting at 341 which a quorum is present shall be the act of the board of directors. 342 The directors shall have the right to take any action in the absence 343 of a meeting which they could take at a meeting by obtaining the 344 written approval of a majority of the directors. 345 Any action so approved shall 346 have the same effect as if so taken at a meeting of the directors. 347 348 349 ARTICLE V 350 351 Powers and Duties of the Board of Directors 352 353 Section 1. 354 355 Powers and Authority of the Board. 356 357 The board of directors shall have all the powers of an Arizona 358 non-profit corporation, subject only to such limitations upon the 359 exercise of such powers as are expressly set forth in the Association's 360 Articles of Incorporation and these Bylaws and to perform any and 361 all acts which may be necessary or proper for or incidental to the 362 exercise of any of the expressed powers of the Association. Without 363 in any way limiting the generality of any of the foregoing provisions, 364 the board of directors shall have the power and authority at any 365 time to do the following: 366 367 (a) 368 369 Delegate specific powers to any committees, including an executive 370 committee, designated by the board of directors; 371 372 (b) 373 374 Adopt and publish rules and regulations governing the maintenance 375 and control of the Association's property, including, without 376 limitation, the easements and rights of way; 377 378 (c) 379 380 Suspend the voting rights of a member during any period in which 381 such member shall be in breach of the provisions of these Bylaws 382 and/or any rules and regulations promulgated by the board of directors 383 until such default or breach is cured; 384 385 (d) 386 387 Encumber the property of the Association up to the amount of 388 $5,000.00, unless a greater amount is approved by the membership; 389 390 (e) 391 392 Exercise for the Association all powers, duties and authority vested 393 in or delegated to the Association and/or any declaration of 394 establishment of covenants, conditions and restrictions or similar 395 instrument as may be in effect with respect to El Encanto Estates; 396 397 (f) 398 399 Declare the office of a director of the board of directors to be 400 vacant in the event such director shall be absent from three (3) 401 consecutive regular meetings; and 402 403 (g) 404 405 Employ managers, independent contractors, or such other employees 406 or agents as the board deems necessary, and to prescribe their 407 duties. 408 409 410 Section 2. 411 412 Duties. 413 414 It shall be the duties of the board of directors to: 415 416 (a) 417 418 Cause to be kept a complete record of all of its acts and corporate 419 affairs; 420 421 (b) 422 423 Supervise all officers, agents and employees of the Association, 424 and to see that their duties are properly performed; 425 426 (c) 427 428 Procure and maintain adequate insurance in such amounts and of such 429 types as deemed prudent by the board; 430 431 (d) 432 433 If the board shall so determine, cause easements and/or other 434 property within the El Encanto Estates to be maintained and to own 435 or hire equipment for such purpose; 436 437 (e) 438 439 Carry out any other or further duty imposed on the Association or 440 its board of directors by the Articles of Incorporation and these 441 Bylaws. 442 443 444 ARTICLE VI 445 446 Officers and their Duties 447 448 Section 1. 449 450 Officers. 451 452 The officers of the Association shall be a president, who shall act 453 as chairman of the board of directors, one or more vice presidents, 454 a secretary, and a treasurer, all of whom shall be members of the 455 board of directors and if designated by the board of directors, an 456 assistant secretary and assistant treasurer. The board of directors 457 in its discretion may designate additional officers. All officers 458 must be members. Termination of membership shall be deemed to be a 459 resignation as an officer of the Association. 460 461 Section 2. 462 463 Election and Term of Office. 464 465 The officers of the Association shall be elected at the annual 466 meeting of the board of directors, or at such other times as the 467 directors may determine. The election of the officers shall be by 468 majority vote of the board of directors. The term of each office 469 shall be for one year and each officer shall hold office for the 470 term thereof unless he/she shall sooner die, resign, become 471 disqualified or be removed by a majority vote of the directors and 472 until the successor of such officer is qualified. 473 474 Section 3. 475 476 Special Appointment. 477 478 The board may elect such other officers as the affairs of the 479 Association may require, each of whom shall hold office for such 480 period, have such authority, and perform such duties as the board 481 may, from time-to time, determine. 482 483 Section 4. 484 485 Resignation and Removal. 486 487 Any officer may be removed from office with or without cause by a 488 majority vote of the board at a regular meeting, or at a special 489 meeting called for such purpose. Any officer may resign at any 490 time, by giving written notice to the board, the president or the 491 secretary. Such resignation shall take effect on the and unless 492 otherwise specified therein, the acceptance of such resignation 493 shall not be necessary to make it effective. Failure to be a member 494 or lapse of membership shall be deemed to be a resignation from 495 office. 496 497 Section 5. 498 499 Vacancies. 500 501 A vacancy in any office may be filled by appointment by the board. 502 The officer appointed to such vacancy shall serve for the remainder 503 of the term of the officer he/she replaces. 504 505 Section 6. 506 507 Multiple Offices. 508 509 The offices of secretary and treasurer may be held by the same 510 person. No person shall simultaneously hold more than one of any 511 of the other offices, except in the case of special offices created 512 pursuant to Section 3 of this Article. 513 514 Section 7. 515 516 Duties. 517 518 The duties of the officers are as follows: 519 520 (a) 521 522 President. 523 524 The president shall be the principal officer of the Association 525 and, subject to the control of the board of directors, shall in 526 general, supervise and control all of the business and affairs of 527 the Association. The president shall sign, with such other officer 528 as the directors designate, if any, all instruments which the board 529 of directors has authorized to be executed, except in cases where 530 the signing and execution thereof shall be expressly delegated by 531 the board of directors or by these Bylaws to some other officer 532 or agent of the Association or as shall be required by law to be 533 otherwise signed or executed. 534 535 (b) 536 537 Vice President. 538 539 The vice president shall perform such duties as may be delegated 540 to him/her by the board of directors. In the case of the temporary 541 absence of the president or in the case of his/her temporary inability 542 to act, the vice president, or if there is more than one vice 543 president, the senior vice president, shall perform and be vested 544 with all of the powers and duties of the president during such 545 temporary absence or temporary inability. In the case of the permanent 546 or extended absence or inability of the president to act, the office 547 shall be declared vacant by the board and a successor chosen by the 548 board. 549 550 (c) 551 552 Secretary. 553 554 The secretary shall report the votes and keep the minutes of all 555 meetings and proceedings of the board and of the members; 556 if a corporate seal of the Association exists, the secretary shall keep 557 and affix it, as required, on 558 any papers; serve notice of the meetings of the board and of the 559 members; keep appropriate current records showing the members of 560 the Association together with their addresses and voting entitlements, 561 and shall perform such other duties as are required by the board. 562 563 (d) 564 565 Treasurer. 566 567 The treasurer shall have charge of and custody of and be responsible 568 for all monies, securities and property of the Association and shall 569 keep account of all monies received and disbursed by the Association, 570 and shall deposit all monies and valuables in the name and to the 571 credit of the Association in such banks and depositories as the 572 board of directors may designate. 573 574 (e) 575 576 Assistant Secretary. 577 578 The assistant secretary, if one is so designated, shall perform 579 such duties as may be delegated by the board of directors. In the 580 case of the temporary absence of the secretary or in the case of 581 his/her temporary inability to act, the assistant secretary shall 582 perform and be vested with all of the powers and duties of the 583 secretary during such temporary absence or temporary inability. In 584 the case of the permanent or extended absence or inability of the 585 secretary to act, the office shall be declared vacant by the board 586 and a successor chosen by the board. 587 588 (f) 589 590 Assistant Treasurer. 591 592 The assistant treasurer, if one is so designated, shall perform 593 such duties as may be designated by the board of directors. In the 594 case of the temporary absence of the treasurer or in the case of 595 his/her temporary inability to act, the assistant treasurer shall 596 perform and be vested with all of the powers and duties of the 597 treasurer during such temporary absence or temporary inability. In 598 the case of the permanent or extended absence or inability of the 599 treasurer to act, the office shall be declared vacant by the board 600 and a successor chosen by the board. 601 602 603 ARTICLE VII 604 605 Committees 606 607 The board of directors may appoint committees as it shall deem 608 appropriate in carrying out its purposes as provided by the Articles 609 of Incorporation and these Bylaws, including without limitation, 610 an executive committee. The President shall appoint the chairman 611 of any such committee and may appoint the members thereof or authorize 612 the chairman to do so. The chairman of each such committee shall 613 make reports of its activity to the board of directors at such 614 times, in such manner and in such places as the board shall direct. 615 616 617 ARTICLE VIII 618 619 Finances 620 621 Section 1. 622 623 Fiscal Year. 624 625 The Association's fiscal year shall be October 1st through September 626 30th of the next year. 627 628 Section 2. 629 630 Accounts. 631 632 All receipts of the Association shall be deposited in accounts 633 maintained by the treasurer and all disbursements by the Association 634 shall be made through accounts maintained by the treasurer. 635 636 Section 3. 637 638 Number of Signatures. 639 640 All disbursements of funds shall 641 be signed by the treasurer, or by one or more persons 642 or officers as designated by the board of directors. 643 644 645 ARTICLE IX 646 647 Corporate Seal 648 649 The Association, if the board of 650 directors determines, may have a seal, 651 which if existing, is shown to the right 652 of this Article. 653 654 655 ARTICLE X 656 657 Books and Records 658 659 The books, records and papers of the Association shall at all times, 660 during reasonable business hours, be subject to inspection by any 661 member who shall be provided copies of any such instruments or 662 documents. 663 664 665 ARTICLE XI 666 667 Indemnification/Insurance 668 669 To the fullest extent permitted by Arizona Revised Statutes Section 670 10-1005(C) and any successor provision, every director, officer or 671 committee member of the Association who is employed, appointed or 672 acts as such by the Association shall be indemnified by the 673 Association, and every other person serving as a director, officer, 674 committee member, employee, volunteer or direct agent of the 675 Association, or otherwise acting on behalf of, and at the request 676 of the Association, who is named as a plaintiff or defendant in 677 threatened, pending or completed litigation, may be indemnified, 678 in the discretion of the board, by the Association. Such indemnification 679 shall include without limitation, all expenses and liabilities, 680 including attorneys' fees, reasonably incurred by or imposed upon 681 such person in connection with any proceeding to which he/she may 682 be a party, or in which he/she may become involved, by reason of 683 his/her being or having served in such capacity on behalf of the 684 Association or any settlement thereof, whether or not he/she is a 685 director, officer or committee member or serving in such other 686 specified capacity at the time such expenses are incurred; provided 687 however, in the case of a proceeding threatened or brought in the 688 right of the Association, the indemnity shall exclude judgments, 689 fines and settlements except to the extent a court of competent 690 jurisdiction shall determine that the indemnity is proper as to a 691 settlement. Such indemnification shall be available only if such 692 officer, director, member of a committee or other person acted, or 693 failed to act, in good faith and in a manner he/she reasonably 694 believed to be in or not opposed to the best interests of the 695 Association and, with respect to a criminal proceeding, he/she had 696 reasonable cause to believe his/her conduct was lawful. 697 698 The right of indemnification hereinabove provided shall not be 699 exclusive of any rights to which any director or officer of the 700 Association may otherwise be entitled at law. 701 702 The Association shall have the power to purchase insurance on behalf 703 of any person who is or was a member, director, officer, employee 704 or agent of the Association against any liability asserted against 705 him/her or incurred by such person in any such capacity or arising 706 out of such person's status, whether or not the Association would 707 have the power to indemnify such person against such liabilities 708 under this Article. 709 710 ARTICLE XII 711 712 Dealings with Directors, Officers or Committee Members 713 714 Section 1. 715 716 Permitted Dealings With Directors, Officers and Committee Members. 717 718 No contract or business transaction between the Association and one 719 or more of its directors, officers, chairman or committee members 720 or a corporation, partnership, association or other organization 721 in which a corporation director, officer, chairman or committee 722 member is a director, officer or employee or in which he/she has 723 a financial interest, shall be void or voidable solely for this 724 reason, or solely because the director, officer, chairman or committee 725 member is present at or participates in the meeting of the board 726 or committee thereof which authorized the contract or business 727 transaction or solely because his or their votes are counted for 728 such purposes, if: 729 730 (a) 731 732 The material facts as to his/her relationship or interest in the 733 contract or business transaction are disclosed or are known to the 734 membership, the board or committee, and the membership, board or 735 committee in good faith authorized the contract or business transaction 736 by the affirmative votes of a majority of the disinterested members, 737 directors or committee members which may be less than a quorum; or 738 739 (b) 740 741 The contract or transaction is fair as to the Association as of the 742 time it is authorized, approved or ratified by the board or committee 743 thereof. 744 745 746 Section 2. 747 748 Determining Quorum. 749 750 Common or interested members, directors or committee members may 751 be counted in determining the presence of a quorum at a meeting of 752 the membership, board or of a committee which approves the contract 753 or business transaction. 754 755 756 ARTICLE XIII 757 758 Amendments 759 760 These Bylaws may be altered, amended or repealed and new bylaws may 761 be adopted by the concurrence of two-thirds of the entire number 762 of the board of directors of the Association at its annual meeting, 763 any regular meeting, or at any special meeting called for that 764 purpose, or by two-thirds vote of the membership present at the 765 annual meeting or at a special meeting called for that purpose.