BY-LAWS OF AMERICAN RIVER CANYON MAINTENANCE ASSOCIATION
ARTICLE 1. NAME AND LOCATION.
The name of the corporation is AMERICAN RIVER CANYON MAINTENANCE ASSOCIATION, hereinafter referred to as the "Association". The principal office of the corporation shall be located within the property governed by the Association in Sacramento County, California, but meetings of members and directors may be held at such places within the State of California, County of Sacramento, as may be designated by the Board of Directors, consistent with these By-Laws.
ARTICLE 2. DEFINITIONS.
2.01."Association" means AMERICAN RIVER CANYON MAINTENANCE ASSOCIATION, its successors and assigns.
2.02. "Common Area" means that portion of the Property which is owned and/or maintained by the Association for the common use and enjoyment of the Owners.
2.03. "Declarant" means American River Canyon, a joint venture, and its successors and assigns if such successors or assigns should acquire any undeveloped portion of the Property for the purpose of development.
2.04. "Declaration" means the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the office of the County Recorder of Sacramento County, California.
2. 05. "Lot" means any of the separate plots of land shown upon any recorded subdivision map of the Properties, and which may be separately conveyed to an Owner for residential purpose. Portions of the Common Area shall not be considered Lots.
2.06. "Member" means a person entitled to membership as provided in the Declaration.
2.07. "Owner" means the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
2.08. "Properties", or "Property" means all that certain real property subject to the Declaration of Covenants, Conditions and Restrictions, and more particularly described therein.
ARTICLE 3. MEETINGS OF MEMBERS.
3.01. Place of Meeting. All meetings of members shall be held at a location within the Properties, or if there is no suitable location within the Properties, at the nearest available and appropriate meeting place, specified in the notice calling the meeting.
3.02. Annual Meetings The first annual meeting of the Members shall be held within 45 days after 51% of the Lot sales are closed, or In any event, within six (6) months after the recording of the first sale of a Lot within the Property to an individual Owner. Subsequent regular annual meetings of the Members shall be held on the same day of the same month of each year thereafter, at the hour of 7:30 P.M. If the day for the annual meeting of the members is a legal holiday. the meeting will be held at the same hour on the next day which is not a legal holiday.
3.03. Special Meetings. Special meetings of the Members may be called at any time by a majority of a quorum of the Board of Directors, or upon the written request of the Members who are entitled to vote 15% of all of the votes vested in members other than the Declarant or 25% of the total votes of the entire membership.
3.04. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least ten (10) days (except in emergency situations) before such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
3.05. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, 25% of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these ByLaws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power only to adjourn the meeting to another time not less than five (5) or more than thirty (30) days thereafter without notice other than announcement at the meeting.
3.06. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.
3.07. Voting Rights. The classes of membership and the voting rights of each class shall be as set forth in the Declaration.
ARTICLE 4. ELECTION OF DIRECTORS.
4.01. Election. Election to the Board of Directors shall be by secret written ballot. At each 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 is permitted in every election in which more than two Directors are to be elected. Notwithstanding any other provisions of these By-Laws or of the Declaration, at the first election and at each subsequent election for as long as the Declarant holds a majority of the voting power, one of the three directors shall be specially voted on and elected by the members other than the Declarant.
4.02. Number. The entire Board consisting of three (3) Directors shall be elected at the first meeting of the Association. At each annual meeting thereafter the Members shall elect three directors for a term of one year, or until their successors have been duly elected.
4.03. Removal of Directors. Unless the entire Board of Directors is removed from office by the vote of Association Members, no individual Director shall be removed prior to the expiration of his term if the number of votes cast against his removal is greater than the number arrived at by dividing the total number of votes which could be cast cumulatively by four (4). An individual Director who has been elected solely by votes of members other than the Declarant may be removed from office prior to expiration of his term only by the vote of at least a simple majority of the members other than the Declarant.
AR'I'ICLE 5. MEETINGS OF DIRECTORS.
5.01. Regular Meetings. Regular meetings of the Board of Directors shall be held semi-annually at such place and hour as may be fixed from time to time by resolution of the Board and notice of the time and place thereof shall be posted at a prominent place within the common Area at least 72 hours before the meeting. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
5.02. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two Directors, after not less than three (3) days notice to each Director; such notice shall also be posted at a prominent place within the Common Area at least 72 hours before the time of the meeting, and shall specify the purpose for the special meeting.
5.03. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
5.04. Participation of Members. Regular and special meetings of the Board of Directors shall be open to all Members, but Members who are not Directors may participate in deliberation and discussion only if expressly authorized by a vote of the Board. When approved by a majority of a quorum of the Directors, the Board may adjourn a meeting and reconvene in executive session to discuss and vote on such matters as personnel, litigation and related business, provided the nature of those matters has first been announced in open session.
5.05. 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.
5.06. Action Taken Without A Meeting. The Board shall have the right to take any action in the absence of a meeting by obtaining the written approval of the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
ARTICLE 6. POWERS AND DUTIES OF THE BOARD OF DIRECTORS.
6.01. Powers. The Board of Directors shall have the power to:
(a) Adopt and publish rules and regulations governinq the use of the Common Area and to establish penalties for the infraction thereof;
(b) Impose a monetary penalty and/or suspend the voting rights of a Member during any period in which such Member shall be in default in the payment of an)' assessment levied by the Association, or during any period in which such Member is guilty of an infraction of published rules and regulations, if such member’s infraction has been determined by the Board following notice to the Member and an opportunity to be heard by the Board with respect to the infraction alleged;
(c) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;
(d) Declare the office of a Member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive meetings of the Board of Directors; and
(e) Contract with third parties on behalf of the Association. Provided, however, that contracts for goods or services to be furnished to the Association or the Common Area must meet one of the following criteria: (i) be for a term of one year or less; (ii) be approved by majority vote or assent of members other than the Declarant; (ii i) be with a public utility company whose rates are regulated by the Public Utilities Commission and the contract is for the shortest-term for which the supplier will contract at the regulated rate; or (iv) be a prepaid casualty and/or liability insurance policy which does not exceed three years duration and which permits short rate cancellation by the insured. And provided, further, that no contract, or series of contracts, during any fiscal year shall effect the sale or transfer of Association property having an aggregate fair market value of greater than 5% of the budgeted gross expenses of the Association for that fiscal year, unless such sales contract has been approved by a majority vote of each class of members.
6.02. 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 prior to which such statement has been requested in writing by one-fourth of the Members other than Declarant;
(b) Supervise all officers, agents and employees of the 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 at least thirty (30) days in advance of each annual assessment period;
(2) Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
(3) Foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or bring to action at law against the Owner personally obligated to pay the same;
(d) Issue, or to 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. If a certificate states an assessment has been paid, such certificate shall be conclusive proof of such payment:
(e) Procure and maintain such liability and hazard insurance on the Common Area as it may deem appropriate;
(f) Cause all officers or- employees having fiscal responsibility to be bonded, as it may deem appropriate;
(g) Cause the Common Area, and the landscaped areas within the public cul de sacs to be maintained as mere specifically provided in the Declaration and for the purpose of maintaining the appearance of the community: and
(h) Cause the Association to pay all taxes and assessments which could become a lien on property owned by the Association.
ARTICLE 7. OFFICERS AND THEIR DUTIES.
7.01. Enumeration of Officers. The officers of this Association shall be a president and a vice president, who shall at all times be members of the Board of Directors, a secretary and a treasurer, and such other officers as the Board may from time to time by resolution create.
7.02. 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.
7 .03. Term. Each officer 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.
7.04. 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.
7.05. 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 resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
7.06. 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.
7.07. 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 7.04.
7.08. Duties-. The duties of the officers are as follows:
President: The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all written instruments and shall co-sign all checks and promissory notes.
Vice President: The vice president shall act in the place and stead of the president, 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 the Members; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board.
Treasurer: The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; and prepare or cause to be prepared the following financial statements:
(a) A proforma operating statement (budget) for each fiscal year which shall be distributed not less than sixty (60) days before the beginning of the fiscal year
(b) A balance sheet (as of an accounting date which is 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) and an operating statement for the period from the date of the first closing to the said accounting date which shall be distributed within sixty (60) days after the accounting date. The operating statement shall include a schedule of assessments received and receivable identified by the number of the Lot and the name of the Owner.
(c) A balance sheet as of the last day of the Association's fiscal year and an operating statement for said fiscal year which shall be distributed within ninety (90) days after the close of the fiscal year.
ARTICLE 8. COMMITTEES.
The Board of Directors shall appoint committees as it deems appropriate in carrying out its purposes.
ARTICLE 9. BOOKS AND RECORDS.
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 shall also include the right to make extracts and copies of documents. For any purpose reasonably related to his interest as a member, any member or his duly appointed representative shall also have the right to inspect the books, records and papers 'of the Association (including the membership register, books of account, and minutes of membership, Board of Directors and committee meetings). Such inspection rights shall include the right to copy any materials made available for inspection, but such inspection rights shall be exercised at a reasonable time and are subject to rules to be established by the Board of Directors regarding: hours and days of the week when such inspection may be made, the notice to be given to the custodian of the records by the member desiring to make such inspection, and the payment of costs for reproducing copies of documents requested by a member.
All records of the Association shall be maintained and available for inspection at the office of the Association or at such other place within the Properties as the Board of Directors shall prescribe.
ARTICLE 10. ASSESSMENT.
As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorneys! fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwlse escape liability for the assessments by nonuse of the Common Area or abandonment of his Lot.
ARTICLE 11. SEAL.
The Association shall have a corporate seal, circular in form, with its name inscribed thereon together with the word California and the date of its incorporation.
ARTICLE 12. AMENDMENTS.
12.01. These By-Laws may be amended at a regular or special meeting of the members, by a vote of 51% of the voting power of each class of Members.
12.02. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE 13. MISCELLANEOUS
The regular 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 when the Articles of Incorporation are filed with the Secretary of State.
IN WITNESS WHEREOF, we, being all of the directors of AMERICAN RIVER CANYON MAINTENANCE ASSOCIATION, have hereunto set our hands this 10th day of January , 1979.
William G. Hegg
James R. Fallis
Leslie P. Busick
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