 > Documents > Legal > By-Laws
ByLaws
BYLAWS
OF
CANYON CREEK
HOMEOWNERS ASSOCIATION
ARTICLE I
NAME AND LOCATION
The name of the corporation is CANYON CREEK HOMEOWNERS
ASSOCIATION, hereinafter referred to as the "Association". The principal
office of the Association shall initially be located at 5100 Campus Drive,
Newport Beach, California 92660, but meetings of members and directors may
be held at such places within the State of California, County of Orange as
may be designated by the Board of Directors in accordance with these ByLaws.
The principal office of the Association may be changed at any time by the
Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. "ARTICLES" means the Articles of Incorporation
of the Association, as they may be amended from time to time.
Section 2. "ASSOCIATION" means CANYON CREEK HOMEOWNERS
ASSOCIATION, a California non-profit corporation.
Section 3. "COMMON AREA" means the portions of the Project
owned by the Association and described as follows:
Lots A, E and F of Tract No. 9355 as recorded on August
31, 1977 in Book 415, pages 15 to 18, inclusive, in the Official Records of
the Orange County Recorder, orange County, California; and All streets
located upon the Real Property.
Section 4. "DWELLING STRUCTURE" means the residential
structure located or to be located upon a lot.
Section 5. "DECLARANT" means CANYON CREEK, a joint
venture, and shall include the successors and assigns of Declarant, if such
successors and assigns should acquire more than one (1) undeveloped or
partially developed lot within the Project from Declarant for the purpose of
development.
Section 6. "DECLARATION" means the Declaration of
Restrictions applicable to the Project recorded in the Office of the Orange
County Recorder, and all amendments thereof.
Section 7. "GOVERNING DOCUMENTS" means the Declaration,
the Articles, the ByLaws, and the rules and regulations for the members as
established from time to time.
Section 8. "LOT" means any one of lots 1 through 128 of
Tract No. 9355, as recorded August 31, 1971, in the Official Records of the
Orange County Recorder, Orange County, California and which lot is located
within the Project.
Section 9. "MEMBER" means those persons and entities
entitled to membership in the Association as provided in the Declaration.
Whenever "member" or "membership" is used in these ByLaws for the purpose of
determining quorums, percentages, or minimum or maximum numbers for voting
as specified in these ByLaws, all persons and entities who are members
because of their joint ownership of a particular lot shall be counted as
one.
Section 10. "OWNER" means the record holder or holders of
title, if more than one, of a fee simple interest in a lot in the Project.
"Owner" shall include contract sellers, but shall exclude persons or
entities having an interest merely as security for the performance of an
obligation. Whenever "owner'' is used in these ByLaws for the purpose of
determining quorums, percentages, or minimum or maximum numbers for voting
as specified in these ByLaws, all the owners of a particular lot shall be
counted as one.
Section 11. "PROJECT" means the following portions of the
Real Property, and all improvements located and to be located thereon: lots
1 through 13, lots 22 through 26, Lots A, E and F and all Streets.
Section 12. "REAL PROPERTY" means all of Tract No. 9355 as
recorded on August 31, 1977, in Book 415, pages 15 through 18, inclusive, of
the Official Records of the Orange County Recorder, Orange County,
California.
Section 13. "STREETS" means all of the Real Property, with
the exception of lots 1 through 128 and Lots A through G.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meetings. The first annual
meeting of the Association shall be held on the Project or as close thereto
as practicable within forty-five (45) days after the closing of the sale of
the lot which represents the fifty-first (51st) percentile interest
authorized for sale under the first
public report for the Project; provided, however, that in no event shall the
first meeting of the Association be held later than six (6) months after the
first closing of a sale of a lot in the Project. Thereafter, regular
meetings of the Association shall be held annually commencing one (1) year
after the first meeting at such reasonable time, place (either at the
Project itself or at another meeting place located as near as is possible
and practical to the Project), and date (not exceeding thirty (30) days
before or after the anniversary date of the first meeting), as may be
designated by the Board of Directors. Unless unusual conditions exist,
meetings shall not be held outside of the county in which the Project is
situated.
Section 2. Special Meetings. Special meetings
of the members may be promptly called at any time by the President of the
Association, by a majority of a quorum of the Board of Directors, by the
written request to the Board of Directors of members having twenty-five
percent (25%) or more of the total voting power of the Association, or by
such a written request of members having fifteen percent (15%) or more of
the voting power residing in members other than the Declarant.
Section 3. Notice of Meetings. Except as may
otherwise be provided in the Articles or the Declaration, written notice of
each meeting of the members shall be given by or at the direction of the
secretary or persons authorized to call the meeting by mailing a copy of
such notice, postage prepaid, not less than ten (10) days (except in
emergency situations) nor more than forty-five (45) days before such meeting
to each member entitled to vote thereat. The notice shall be addressed to
the member's address last appearing on the books of the Association or
supplied by such member for the purpose of notice. Each member shall provide
written notice of his address and any changes thereof to the Association.
The notice shall specify the place, day and hour of the meeting, and, in the
case of a special meeting, the nature of the business to be undertaken.
Section 4. Quorum. Except as may otherwise be
provided in the Articles or the Declaration, the presence at any meeting of
the owners of twenty-five percent (25%) of the lots, either in person or by
proxy, shall constitute a quorum for the transaction of business at such
meeting. in the absence of a quorum at a meeting, a majority of the owners
present in person or by proxy may adjourn the meeting to another time, but
may not transact any other business. An adjournment for lack of a quorum
shall be to a date not less than five (5) days and not more than thirty (30)
days from the original meeting date, and the quorum for such resumed meeting
shall be the presence of twenty-five percent (25%) of the total voting power
of the Association.
Section 5. Proxies. At all meetings of
members, each vote entitled to be cast may be cast 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.
Section 6. Action Taken Without a Meeting. Any
action which may be taken at a meeting of the members may be taken without a
meeting if authorized by a writing signed by all of the members entitled to
vote at a meeting for such purpose, and the writing is filed with the
secretary of the Association.
ARTICLE IV
BOARD OF DIRECTORS; SELECTION; TERM OF
OFFICE
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; provided, however, that all directors who are
elected after conversion of Class B membership to Class A must be members of
the Association.
Section 2. Term of Office. Directors shall
serve for terms of one (1) year. Directors shall be elected at the first
annual meeting of members and at each annual meeting thereafter.
Section 3. Removal. The entire Board of
Directors or any individual director may be removed from the Board by the
majority vote (by secret written ballot) of the owners entitled to vote at
an election of directors. However, unless the entire Board of Directors is
removed, an individual director shall not be removed if the number of votes
cast against the resolution for his removal exceeds the quotient arrived at
when the total number of owners entitled to vote is divided by one plus the
authorized number of directors. If any one or all directors are so removed,
new directors may be elected at the same meeting. Except in the case of an
election where only one director is elected, in the event that at an
election no member of the Board of Directors could have been elected solely
by the votes of owners other than Declarant (through the cumulating of all
of their votes), the elected director having received the smallest number of
votes shall be eliminated (and if more than one elected director shall fall
in that category, one of the elected directors shall be eliminated by lot),
and nominations and elections of a director shall be forthwith accomplished
with only owners other than Declarant being entitled to vote in such
election. A director who has been elected to office solely by the votes of
owners other than Declarant in the manner set forth in the preceding
sentence may be removed from office prior to the expiration of his term of
office only by the vote of at least a simple majority of the voting power of
owners other than Declarant.
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.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
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
each 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, except that nominees for directors must be members of the
Association after termination of Class B membership.
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 of votes shall be elected. Cumulative
voting shall be prescribed for all elections in which more than two (2)
positions on the Board are to be filled.
ARTICLE VI
MEETINGS OF BOARD OF DIRECTORS
Section 1. Regular Meetings. Regular meetings
of the Board of Directors shall be held monthly at a time and place within
the Project or as close thereto as practicable fixed by resolution of the
Board. Notice of the time and place of such meeting shall be posted at a
prominent place or places within the Common Area.
Section 2. Special Meetings. A special meeting
of the Board of Directors may be called by written notice signed by the
President of the Association or by any two members of the Board other than
the President. 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 members of the Board and posted in the manner for notice of
regular meetings not less than seventy-two (72) hours prior to the scheduled
time of the meeting.
Section 3. Open Meetings. Regular and special
meetings of the Board shall be open to all members of the Association;
provided, however, that Association members who are not on the Board may not
participate in any deliberation or discussion unless expressly so authorized
by the vote of a majority of a quorum of the Board. The Board may, with the
approval of a majority of a quorum of the Board, 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. The nature of any and all business to be
considered in executive session shall first be announced in open session.
Section 4. Quorum. A majority of the number of
the directors shall constitute a quorum for the transaction of business.
Every act or decision done or made by a majority of the directors present at
a duly held meeting at which a quorum is present shall be regarded as the
act of the Board.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF
DIRECTORS
Section 1. Powers. The Board of Directors
shall have power to:
(a) enforce all applicable provisions of these
ByLaws, the Articles, the Declaration, and all other related instruments or
documents with respect to the ownership, management, or control of the
Project, and in so doing exercise for the Association all powers, duties and
authority vested in or delegated to the Association and not reserved to the
membership by other provisions of these ByLaws, the Articles, or the
Declaration;
(b) adopt and publish rules and regulations
governing the use of the Common Area and facilities, and the personal
conduct of the owners and their guests thereon, and to establish monetary
penalties or other appropriate discipline for the infractions thereof or for
violations of other governing documents; provided, however, that monetary
penalties or other appropriate discipline shall not be imposed upon an owner
until after written notice and a reasonable opportunity for a hearing before
the Board of Directors has been given to such owner;
(c) suspend the voting rights and right to use
of the recreational facilities of a member (i) during any period in which
such member shall be in default in the payment of any assessment levied by
the Association, or (ii) for infraction of published rules and regulations
of the Association or violation of provisions of other governing documents
(said suspension not to exceed sixty (60) days per infraction or violation);
provided, however, that such voting rights or right to use of the
recreational facilities may not be suspended until after written notice and
a reasonable opportunity for a hearing before the Board of Directors has
been given to such member;
(d) declare the office of a director to be
vacant in the event such director 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 the Board shall deem necessary, and
to prescribe their duties;
(f) pay all taxes, assessments, and other
charges which are or could become a lien on the Common Area or some portion
thereof;
(g) pay for pest control, state franchise
taxes, and other costs and expenses with respect to the Association, and
street cleaning, and other necessary charges, costs and expenses with
respect to the Common Area;
(h) enter into management or service contracts
for the furnishing of goods or services for the Common Area or the
Association or the Exclusive Use Area as defined in the Declaration;
provided, however, that such contracts must be terminable by the Association
for cause upon thirty (30) days, notice, and further provided that no such
contract shall have a duration of more than one (1) year except that
contracts in connection with the Common Area not otherwise permitted by this
Section may be entered into with a public utility company if the rates
charged for the materials or services are regulated by the Public Utilities
Commission provided, however, that the term of such contract shall not
exceed the shortest term for which the supplied will contract at the
regulated rate and except that contracts in connection with the Common Area
or the Association may be entered into for prepaid casualty and/or liability
insurance policies of not to exceed three (3) years duration provided that
the policy permits for short term cancellation by the insured; and
(i) delegate its powers to officers, agents or
employees of the Association, to such extent and in such manner as the Board
of Directors may from time to time reasonably determine.
Section 2. Duties. It shall be the duty of the
Board of Directors to:
(a) cause to be kept a complete record of all
its acts and corporate affairs and to present a statement thereof to the
members at the annual meeting of the 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;
(b) supervise all officers, agents and
employees of this Association, and to see that their duties are properly
performed;
(c) as more fully provided in the Declaration,
to:
(1) fix the amount of
the annual assessments against each lot;
(2) send written
notice of each assessment to every owner subject thereto;
(3) foreclose the lien against
any property for which assessments are not paid and received by the
Association, or to bring an action at law against the owner personally
obligated to pay the same; and
(4) pay taxes
assessed against the Common Area or other property owned by the Association;
(d) issue, or cause an appropriate officer to
issue, upon demand by any person, a certificate setting forth whether or not
any assessment has been paid. A reasonable charge may be made by the Board
for the issuance of these certificates. A properly executed certificate of
the Association as to the status of assessments on a lot is binding upon the
Association as of the date of its issuance;
(e) cause to be prepared a balance sheet and
operating (income) statement for the Association, and cause copies thereof
to be distributed to each member of the Association within sixty (60) days
of accounting dates as follows:
(1) a balance sheet
as of an accounting date which shall be the last day of the month closest in
time to six (6) months from the date of closing of the first sale of a lot
to a member of the Association and an operating statement for an accounting
period from the aforesaid date of first closing to the aforesaid accounting
date; and
(2) a balance sheet as of the
last day of the Association's fiscal year and an operating statement for
said fiscal year.
The operating statement for the
first six (6) months accounting period referred to in (1) above shall
include a schedule of assessments received or receivable itemized by lot and
by the name of the person or entity assessed. At such time as the gross
income of the Association for any fiscal year exceeds $75,000.00, an
external audit by an independent public accountant shall be required for the
fiscal-year financial statements (other than a budget);
(f) obtain and continue in effect a master
policy of insurance (covering the Common Area and personal property owned by
the Association) and liability insurance, including fire insurance for full
extended coverage (in an amount not less than one hundred percent (100%) of
the insurable value (based on current replacement value)), and vandalism,
malicious mischief, and public liability insurance. If necessary, the
Association shall obtain and maintain appropriate worker's compensation
coverage.
The Association shall also obtain
and continue in effect fidelity bond coverage (if available) for any person
or entity handling funds of the Association, including, but not limited to,
employees of any manager or managing agent. Such fidelity bond coverage
shall name the Association as obligee.
All of the foregoing shall be in
form and amounts satisfactory to the Board, but without prejudice to the
right of the owner of a lot to obtain individual insurance.
(g) cause the Common Area to be maintained.
Section 3. Restrictions. The Board of Directors
shall be prohibited from taking any of the following actions, except with
the vote or written assent of a majority of the voting power of both classes
of membership of the Association:
(a) incurring aggregate expenditures for
capital improvements to the Common Area in any fiscal year in excess of five
percent (5%) of the budgeted gross expenses of the Association for that
fiscal year;
(b) selling during any fiscal year property of
the Association having an aggregate fair market value greater than five
percent (5%) of the budgeted gross expenses of the Association for that
fiscal year; and
(c) paying compensation to members of the
Board of Directors or to officers of the Association for services performed
in the conduct of the Association's business; provided, however, that the
Board may cause a director or officer to be reimbursed for expenses incurred
in carrying on the business of the Association.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of officers. The
officers of this Association shall be a president, vice-president,
secretary, treasurer, and such other officers as the Board may from time to
time by resolution create. The president and vice-president must at all
times be members of the Association.
Section 2. Election of Officers. The election of
officers shall take place at the 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 one (1) year unless he shall sooner resign, or shall be removed,
or otherwise disqualified to serve.
Section 4. 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.
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 by giving written notice to the Board, the
president or the secretary. Such resignations shall take effect on the date
of receipt of such notice, or at any later time specified therein. 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:
President
The president shall preside at all meetings of the Board
of Directors; see that orders and resolutions of the Board are carried out;
and sign documents and written instruments on behalf of the Association.
Vice-President
The vice-president shall act in the place and stead of the
president in the event of his absence, inability or refusal to act, and
shall exercise and discharge such other duties as may be required of him by
the Board.
Secretary
The secretary shall record the votes and keep the minutes
of all meetings and proceedings of the Board and of 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 perform such other duties as may be required by
the Board.
Treasurer
The treasurer (or at the option of the Board of Directors,
a professional Managing Agent) shall receive and deposit in appropriate bank
accounts all monies of the Association, and shall disburse such funds as
directed by resolution of the Board of Directors; and keep proper books of
account; cause to be prepared an annual pro forma operating statement
(budget) which shall be distributed to each member of the Association and to
all holders of first mortgages on the lots not less than sixty (60) days
before the beginning of the fiscal year; and cause to be prepared a balance
sheet as of the last day of the Association's fiscal year and an operating
statement for said fiscal year, copies of which documents shall be delivered
to each Association member and to all holders of first mortgages on the lots
within ninety (90) days after the close of the fiscal year.
ARTICLE IX
COMMITTEES
The Association shall appoint a Nominating Committee, as
provided in these ByLaws. In addition, the Board of Directors shall appoint
other committees as deemed appropriate in carrying out its purpose.
ARTICLE X
BOOKS AND RECORDS
The membership register, books of account, and minutes of
meetings of the members, of the Board of Directors, and of committees of the
Board of Directors shall be made available for inspection and copying by any
member of the Association (or by his duly appointed representative) for a
purpose reasonably related to such member's interest as a member. The place
where said items shall be available for inspection shall be the principal
office of the Association or such other place as the Board of Directors may
prescribe. The member desiring to make the inspection shall give at least
forty-eight (48) hours notice to the custodian of the records desired to be
inspected. The hours and days of the week when an inspection may be made are
Monday through Friday (except legal holidays) from 9:00 A.M. to 3:00 P.M.
Each member requesting copies of documents shall pay the cost of reproducing
the copies upon receipt thereof. 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.
ARTICLE XI
ASSESSMENTS
As more fully provided in the Declaration, each owner is
obligated to pay to the Association annual and special assessments which are
secured by a continuing lien upon the lot against which the assessment is
made. If any assessment is not paid and received by the Association within
fifteen (15) days after the due date, a late charge of an amount not less
than $5.00 and not more than $25.00 (the exact amount to be determined by
the Board in its discretion for each fiscal year, and to be applied
uniformly to all owners during such fiscal year) shall be assessed for each
month or fraction thereof from the due date until the assessment and all
late charges are paid. The Association may bring an action at law against
the owner personally obligated to pay the same, or foreclose the lien
against the lot. All late charges, costs of suit, and reasonable attorneys'
fees and expenses incurred in any such action shall be added to the amount
of such assessment. No owner may waive or otherwise escape liability for the
assessments provided for herein by nonuse of the Common Area or abandonment
of his lot.
ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having
within its circumference the words: CANYON CREEK HOMEOWNERS ASSOCIATION.
ARTICLE XIII
AMENDMENTS
Section 1. These ByLaws may be amended, at a regular
or special meeting of the members, by a vote of fifty-one percent (51%) of
the voting power of each class of members present in person or by proxy.
These ByLaws may also be amended by the written consent of fifty-one percent
(51%) of each class of members.
Section 2. In the case of any conflict between the
Articles and these ByLaws, the Articles shall control. In the case of any
conflict between the Declaration and these ByLaws, the Declaration shall
control. In the case of any conflict between the Articles and the
Declaration, the Declaration shall control.
Section 3. No bylaw can be amended by a percentage
of votes less than the percentage of votes required to effect the purpose of
such bylaw.
ARTICLE XIV
MISCELLANEOUS
The fiscal year of the Association shall begin on the
first day of January and end on the 31st day of December of every year,
except that the first fiscal year shall begin on the date of incorporation.
IN WITNESS WHEREOF, we, being all of the directors of
CANYON CREEK HOMEOWNERS ASSOCIATION, have hereunto set our hands this 24th
day of October , 1979.
|