SIERRA SKY-PARK PROPERTY OWNERS ASSOCIATION BY-LAWS
NAME AND OBJECTS
A. The name of this corporation shall be SIERRA SKYPARK PROPERTY OWNERS ASSOCIATION.
B. The objects of this corporatlon shall be to foster and promote the aesthetic development and recreational facilities of the SIERRA SKY-PARK area of Fresno County.
Section 1. Reglar Members. Membership shall be open to all members owning property, regardless of whethrr they live on said property, in the Sierra Sky-Park area, specifically to the owners of property located in the Sierra Sky-Park sub-division.
Section 2. Associate Members. Any person who does not live in the precise area described above may become an associate member of the SIERRA SKY-PARK PROPERTY OWNERS ASSOCIATION as an associate member. An associate member shall have all the rights, privileges, duties and obligations of a regular member, but may not hold office, head any regular committee, or vote.
Section 3. Dues. Annual dues shall be $125 per year, payable at the annual meeting.
Section 4. Voting. Each ownership shall be entitled to one vote regardless of the amount of property owned or the number of lots owned by said ownership.
BOARD OF DIRECTORS AND OFFICERS
Section l. Board of Directors. The Board Of Directors shall consist of seven (7) members (Includlng the officers of the Corporation). The members of the Board shall serve for one (l) year and they shall be elected at the annual meeting of the corporation. The term of office for both Board of Directors and officers shall be one (l) year.
Section 2. Officers. The organization’s orricers shall consist of a President, Vice-President, Secretary and Treasurer, and they shall serve in their respective capacities both with regard to the general meetings of the organization and the meetings of the Board of Directors. One person shall not hold more than one offlie except as Secretary-Treasurer of the corporation.
(a) The Presliont shall preside at all meetings of the corporation and of the Board of Directors and shall have the duties and powers normally appurtenant to the office of Prosident in addition to those specifically specified in the By-Laws .
(b) The Vice-President shall have the powers and exercise the duties of the President in case of the President’s death, absence or incapacity
(c ) The Secretary-Treasurer shall have the combined duties of tho Secretary-Treasurer herein set forth .
(i) The Secretary shall keep a record of all meetings of the organization and of the Board of Dlrectors and of all matters of which a record shall be ordered by the organization. He shall have charge of the correspondence, notify members of meetings, notify officers and Directors of their election to office, keep a roll of the members of the organization with their addresses, and carry out such other duties as are prescribed by these By-Laws.
(ii) The Treasurer shall collect and recelve all monies due or belonging to the organization and receipt therefor. He shall deposit the same in a bank satisfactory to the Board of Diroctors, in the name of the corporation. His books shall at all times be open to inspection of the Board or of any member, and he shall report to them at every meeting the condition of the corporation’s finances; at the annual meeting he shall render an account of all monies expended and received.
(d) The organization’s checks for expenditures shall be signed by the President and Treasurer, or by the Vice-President and Treasurer.
Sectlon 3. Vacancies. Any vacancies occurring on the Board of Dlroctors during the year shall be filled for the unexpired term of office by a majority vote of the then remaining members of the Board of Dlrectors at its first meeting following the creation of such vacancy.
Sectlon 4. Powers of Directors.
A. General Powers of Directors. Tho Board of Directors shall have the management of the business of the corporation, and sbject to the restrictions imposed by law, by the Articles of Incorporation or by these By-Laws, may exercise all of the powers of the corporation.
B. Specific Powers of Directors. Without prejudice to such general powers, it is hereby expressly declared that the directors shall have the following powers, to-wit
(1) To adopt and alter a common seal of the corporation
(2) To make and change regulations not inconsistent with these By-Laws, for the management of the corporatlon’s business and affairs
(3) To appoint and remove, at pleasure, all officers, agents and employees of the corporation, except the President, who shall be re-elected in accordance with Article V, prescribe thelr duties; fix their compensation and requlre from them security for faithful service, if they so deem nocessary, and in their discretion, from time to time, to devolve the powers and duties of any officer upon any other person for the time being.
(4) To appoint and remove or suspend such subordinate officers, agents or factors as they may deem necessary, and determine their duties and fix, and from time to time change, their salaries or remuneration.
(5) To pay for any property purchased by the corporation, either wholly or partly in money, bonds, debentures or other securities of the corporation.
(6) To borrow money and to make and issue notes, bonds and other negotiable and transferable instruments, mortgages, deeds of trust, trust agreements and to do every act and thing necessary to effectuate the same.
(7) To designate from time to time, the time and place of its meetings or to authorize the Presdent so to do. To appoint such committee or committees on any subject within the powers of the corporation’s Articles of Incorporation and to define the powers and duties of such committee.
(8) To select and designate such bank or trust company as they may deem advisable, as official depositary of the funds of the corporation and to prescribe and order the manner in which such deposits shall be made and/or withdrawn
(9) To assess each ownership; however, each decislon of the Board of Directors to assess each ownership must be approved by two-thirds vote of the regular members in good standing determined on the date the Board of Directors decide on assessment.
C. Compensatlon or Directors. Dlrectors shall not receive a salary for their services as directors
Section 5 Committees The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate and appoint such committee or committees on any subject within the powers of the corporation; such committee or committees to have such powers, to exercise such duties or to perform such services as may be prescribed, from time to time, by the Board of Directors
Section 1 General Membership Meetlngs. General meetings of the corporation’s membership shall be held annually on the second Sunday of September of each year. The Secretary shall send a written notice to the membership in advance of all annual meetings.
Section 2 Special Meetings. Special meetings may be called by the President or any officer of the corporation or any member of the Board of Directors or by a request signed by 10% of the members. The business and purpose of the special meeting shall be stated in the meeting notice and be presided over by the President.
Section 3 Board Meetings. The Board of Directors shall meet at least quarterly or more often at the discretion of the President, to conduct the business of the corporationi. A quorum for Board meetings shall be a majority of the Board. Any member of the Board of Directors who misses three (3) consecutlve Board meetings shall automatically be dropped from the Board. After missing two (2) such meetings, he shall be notified by the Secretary of this ruling.
Section 4 Quorum The presence in person of the holders of 40% of the membership at any meeting shall constitute a quorum for the transaction of business. If any meeting, annual or special, cannot be held for lack of a quorum, the same may be adjourned, for a period of not less than 48 hours nor more than 30 days from the time the original meeting was called, at which adjourned meeting the quorum requirement shall be reduced to the presence in person of not less than 25% of the members.
Section 5 Limited Authority of Meetings. When specia1 or general meetings cannot qualify for lack of a quorum, the action of the meeting shall be limited to: (1) discussion of stated agenda (2) taking committee testlmony, (3) appointing committees, (4) preparation of written material to poll the general membership, (5) evaluating results of recent membership polls.
Section 1 Annual Meeting. At the annual meeting, the officers and directors shall ee elected in accordance with this Article. They shall take office immedlately upon the conclusion of the election and each retiring officer or director shall turn over to his successor in office all properties and records relating to that office.
Section 2 Proxies. Proxy votlng will not be permitted at any organization meeting or election.
Section 3 Elections The candidates receiving the greatest number of votes for any office shall be declared elected.
Section 4 Nominations. Before each annual meeting, the Board of Directors shall elect a nominating committee consisting of not less than three (3) nor more than five (5) persons to nominate officers and directors to be presented to the membership at the next annual meeting. The election of officers shall take place at the annual meeting of the corporation, and nominations may be made from the floor by any member of this corporation in good standing.
Section 5 Election of Officers and Board Members. The officers and directors shall be voted upon at the annual meeting and the candidates for each office and for the Board of Directors receiving the greatest number of votes shall be declared elected. The election shall be by secret ballot.
Section 1. Rules as may be necessary for the interpretation of these By-Laws in carrylng out the purposes of this corporation shall be made by a majority vote of the Board of Directors.
Section 1. The Articles of Incorporation and By-Laws of this organization may be adopted or amended as provided in the corporation laws of the State of California.
This corporation is not formed for and does not contemplate any pecuniary gain or profit through its members.