Pinetop Community Association
Amended & Restated Bylaws – June 20, 2013
The word “Corporation” shall mean Pinetop Community Association (aka Association), an Arizona nonprofit corporation.
The term “CC&R's” shall refer to any and all recorded covenants, conditions and restrictions (Declarations of Restrictions and any duly recorded amendments thereto) applicable to the Units.
1.3 “Lot” or “Lots”
For the purposes of these Bylaws, a “lot” shall be either a single lot in the subdivided property or more than one adjoining lots in the subdivided property owned by the same member or membership.
The word “member” used herein applies to an individual person or entity who/which either owns a lot in the subdivided property or is one (1) of a group of co-owners of a lot in the subdivided property.
The word “membership” is used in these Bylaws to refer to the rights with respect to this Corporation which go with ownership of a single lot or a set of adjoining lots in the subdivided property. A membership may be owned by a single person or entity or it may be jointly owned by more than one (1) person or entity. If owned by more than one (1) person or entity, the word “membership” refers to the rights jointly owned by those persons or entities to a single voting membership in the Corporation. There is to be one (1) membership for each lot, except that ownership of one or more adjoining lots shall give rise to one (1) membership. Each such membership shall be owned by the same person(s) or entities who own the lot or lots which gives rise to it and in the same form of ownership.
2.1 Identity of Members
The members of this Corporation shall be all of the beneficial owners (as distinguished from security interest or title-only owners) of lots in those certain subdivisions [“Units”] in Navajo County, Arizona, known as:
- PINETOP COUNTRY CLUB MOBILE HOMES UNIT 1, a subdivision of part of Section 11, 8 North, 23 East, Navajo County, Arizona, Lots 1 through 125B inclusive [“PCA Unit 1”];
- PINETOP COUNTRY CLUB MOBILE HOMES UNIT 2, a subdivision of part of Sections 2 and 11, 8 North, 23 East, Navajo County, Arizona, Lots 1 through 41 inclusive, Lots 51 through 78 inclusive, Lots 87 through 97 inclusive; [“PCA Unit 2”];
- PINETOP LAKES MOUNTAIN HOME UNIT 1, a subdivision of part of Section 11, 8 North, 23 East, Navajo County, Arizona, Lots 95 through 110 (which lots were originally platted and included as Lots 42 through 50 and Lots 79 through 86 of PINETOP COUNTRY CLUB MOBILE HOMES UNIT 2) [formerly “PCA Unit 22”];
- PINETOP COUNTRY CLUB UNIT 3, a subdivision of part of Sections 1 and 12, 8 North, 23 East, Navajo County, Arizona, Lots 484 through 642 inclusive [“PCA Unit 3”];
- PINETOP COUNTRY CLUB UNIT 4, a subdivision of part of Section 1, 8 North, 23 East, Navajo County, Arizona, Lots 1 to 138 inclusive [“PCA Unit 4”] and
- PINETOP COUNTRY CLUB UNIT 5, a subdivision of part of Sections 1 and 2, 8 North, 23 East, Navajo County, Arizona, Lots 1 through 84 inclusive [“PCA Unit 5”] (collectively, “the subdivided property”).
2.2 Transfer of Membership
Any transfer of ownership of a lot shall operate to transfer the membership for said lot to the new owner thereof. Each purchaser or new owner of a lot shall notify the Corporation of his or her purchase within ten (10) days after he or she becomes the owner of a lot. No change in the ownership of a lot shall be effective for voting purposes unless and until the Corporation is given actual written notice of such change and is provided satisfactory proof thereof. The Corporation shall, pursuant to Board resolution, establish and impose a fee for the transfer of title to any lot which shall be collected from the transferee at the close of escrow.
Dues for each membership shall be determined, from time to time, by the Board of Directors; provided, however, that any increase in dues shall be approved by members representing at least sixty percent (60%) of the memberships voting on the matter at a duly-held special meeting called for such purpose as is provided in the Declarations of Restrictions applicable to each member's Lot. Dues shall be due and payable on the 1st day of each fiscal year and any dues which remain unpaid as of April 1st of any such year shall be deemed delinquent and subject to an additional late fee. The late fee amount is to be determined by the Board and is limited to an amount less than or equal to the then current annual dues. This Corporation may take any action to collect delinquent dues as it deems necessary or advisable, including, but not limited to, placing a lien on the delinquent member's lot and filing a civil suit to obtain a personal judgment against a member obligated to pay same. Dues, and any attorney's fees and costs incurred by the Corporation in collecting same, shall be the personal obligation of each member and shall constitute a lien against each member's lot.
The Board of Directors may from time to time assess, at a regular meeting of the Directors, an amount per lot as fixed by the Board over and above the amount of yearly dues as required for the operation of any facility or facilities by the Corporation for the benefit of the members and their guests, for all operating expenses of the Corporation and for any reserves deemed appropriate. Each such assessment, including any attorney's fees and costs incurred in collection of same, shall be the personal obligation of each member and shall constitute a lien against each member's lot.
2.5 Rights and Liabilities of Members
Neither members nor memberships shall have any individual or separate interest in the property or assets of the Corporation.
2.6 Non-Liability for Debts of the Corporation
The private property of the members shall be exempt from execution or other liability for the debts of the Corporation, and no member or membership shall be individually liable for or responsible for any debts or liabilities of the Corporation.
3.1 Annual meetings
The Corporation shall hold an annual meeting on the first Saturday in August of each year at a time and place determined by the Board.
3.2 Special meetings
A special meeting of the members may be called by the Board or upon the written request of members holding at least ten percent (10%) of the total eligible votes in the Corporation.
3.3 Place of Meetings
Meetings of the members shall be held within the State of Arizona.
3.4 Notice of Meetings
Notice of an annual or special meeting shall be given to each member by the Secretary of the Corporation or such other officer as may be designated by the Board no less than ten (10) nor more than fifty (50) days prior to such meeting. The notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting. Notice may be given by prepaid mail to the last known address of the membership appearing on the books of the Corporation, personal delivery, or via electronic mail at the election of the Board.
3.4.1 Member Contact Information Change
Members shall provide the Corporation with written notice of any change in ownership information, mailing address or electronic mail address within ten (10) days thereof.
The presence, in person or by proxy, of members entitled to vote forty (40) memberships shall constitute a quorum for any meeting. If a quorum is not present at any member meeting, then the only action which may be taken at the meeting is to adjourn same to such time as a quorum may be present. A meeting may be so adjourned by members representing a majority of the memberships present in person or by proxy or if no member entitled to vote is present, then the adjournment may be ordered by any officer entitled to preside at such meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each membership entitled to vote at the meeting.
3.6 Voting Rights
Subject to the provisions of Section 3.9, each membership shall be entitled to cast one (1) vote, in person or by proxy, on any matter put to a vote of the members. In the event that a membership is held by two (2) or more persons or entities, the membership shall be joint and only one (1) vote may be cast on behalf of such membership. If any member casts a ballot for a particular membership which is jointly held, it will be conclusively presumed for all purposes that such member was acting with the authority and consent of other owners of the lot unless an objection or protest is made by same prior to the completion of the vote in which case no vote for that membership shall be counted. In the event that more than one (1) ballot is cast for a particular membership, none of said votes shall be counted.
A member may cast his or her vote at a meeting by proxy by delivering to the Secretary of the Corporation a proxy form signed by a majority of the persons or entities who are owners of such member's lot (or by an agent, fiduciary or attorney-in-fact of such persons with written evidence that the person who signed the proxy had authority to do so). A proxy shall be valid for eleven (11) months from the date of execution. If any member disputes the validity of a proxy, the Chairman of the meeting shall rule whether the proxy complies with these bylaws and his or her ruling thereon shall be conclusive.
3.8 Majority Vote
Except in an election of directors which shall be by plurality vote or a matter in which a higher percentage is required by these Bylaws or the Declarations of Restrictions, the act of a majority of members entitled to vote and voting on any matter in which a quorum is represented shall be an act of the members.
3.9 Suspension of Voting Rights
Any member who is delinquent in the payment of his or her membership's dues or any other charges levied by the Board pursuant to these Bylaws shall be ineligible to vote. The Board may suspend the voting rights of any member who is otherwise in violation of the Declarations of Restrictions until such time as the violation is corrected after providing such member with written notice of the violation and an opportunity to be heard by the Board.
No vote need be taken by ballot unless demanded by a) a majority of memberships entitled to vote at the meeting, either in person or by proxy, or b) the President directs that a vote be taken by ballot. If a vote is taken by ballot, each ballot shall be signed by the person voting it and if it is voted by proxy, shall give the name or names of the memberships being voted by proxy. When a vote is taken by ballot, the ballots shall be tallied by the five (5) Unit Directors or their designees. Any vote may be taken by voice vote provided that immediately after such vote, members representing at least two percent (2%) of the memberships entitled to vote may require a re-vote by raise of hands.
3.11 Business Which May be Transacted at a Members’ Meeting
Any question may be considered and acted upon at an annual meeting except as otherwise provided in these Bylaws. At a special meeting held pursuant to a notice, only those questions set forth in the notice may be acted upon.
3.12 Action without a Meeting
Any action that members may take at a meeting, including the election of directors, may be taken without a meeting if the Corporation delivers a written ballot to each member entitled to vote on the matter. Written ballots shall: set forth each proposed action; provide an opportunity to vote for or against each proposed action (other than election of directors); state the number of responses needed to meet the quorum requirement; state the percentage of approvals necessary to approve each action other than for an election of directors; and set forth the time by which the ballot must be delivered to the Corporation in order to be counted, which time shall not be less than three (3) days after the ballot is delivered.
4.1 Number of Directors
The Board of Directors shall consist of an odd-number of no less than (3) three nor more than twentyfive (25) members. Not less than sixty (60) days prior to an annual meeting of the members, the Board may increase or decrease the number of directors consistent with this Section except that no decrease in the number of directors shall serve to shorten the term of an incumbent director.
4.2 Qualifications of Directors
A person may serve as a director if he is at least eighteen (18) years old and is one of the following:
- a member eligible to vote in the Corporation;
- the spouse of a member eligible to vote in the Corporation or someone sharing a common household with a member eligible to vote in the Corporation; or
- if a membership is held by a Corporation, partnership or trust, an officer, director, partner, agent, trustee or beneficiary thereof.
4.3 Election of Directors
The directors of the Corporation shall be elected at the annual meeting of the members. At each such election, members or their proxies may cast, with respect to each vacancy, as many votes as they are entitled to exercise under these Bylaws. The persons receiving the largest number of votes shall be elected as directors.
4.4 Term of Directors
Each director shall serve in office for a one (1) year term and until his successor is elected and qualified, or until his death, resignation or removal, which term shall commence following the director's election at the annual meeting.
4.5 Vacancies on the Board
A vacancy in the Board of Directors caused by any reason other than the expiration of a director's term shall be filled by the majority vote of the remaining directors, though less than a quorum, and each person so appointed shall hold office for the unexpired term of his or her predecessor.
4.6 Removal of Directors
A director may be removed from the Board of Directors by a vote of the members at a special meeting called for such purpose. If a director is absent for three (3) or more consecutive meetings of the Board, such director may be removed by a majority of the directors then in office without a vote of the membership.
5.1 Regular Meeting
There shall be at least five (5) regular meetings of the Board during each fiscal year, one of which shall be held immediately following the annual meeting of members for the purpose of organization, election of officers and the transaction of any other business which may come before it.
5.2 Special Meetings
Special meetings of the Board of Directors may be called for any purpose or purposes by the President or by any two directors.
5.3 Notice of Meetings
Except for the regular meeting of the Board immediately following the annual meeting of members which shall require no notice other than that provided in these Bylaws, written notice of the date, time and place of each Board meeting shall be given by the Secretary to each director at least two (2) days prior to such meeting by personal delivery, prepaid first class mail, or electronic means.
At all meetings of the Board, the presence of a majority of the actual number of directors in office in person, via speakerphone, or via video-conferencing shall constitute a quorum for the transaction of business. The act of a majority of directors voting on any matter at a duly held meeting shall be an act of the Corporation.
5.5 Action without a Meeting
Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if all directors consent to such action in writing.
The officers of the Corporation shall be President, Vice-President, Secretary and Treasurer and such other offices as the Board may, by resolution, create. The same individual may simultaneously hold more than one (1) office other than that of President and Secretary or President and Treasurer.
6.2 Election and Tenure of Officers
The officers of the Corporation shall be elected by the Board from among its members at its annual meeting. Officers shall serve at the pleasure of the Board.
6.3 Duties of Officers
President: The President is the chief executive officer of the Corporation and performs all the duties thereof including, but not limited to, presiding at all meetings of the members and all meetings of the Board and exercising the general powers and duties of management usually vested in the office of the president of a Corporation.
Vice President: The Vice President shall perform the duties of the President in the event of his or her
absence or disability and shall perform such other duties as the Board may direct.
Secretary: The Secretary shall be responsible for the following:
- Keeping the Minutes of each meeting of the Board of Directors and the membership and maintaining the following records:
a. The time and place of each meeting, whether it was a regular or special meeting and, if
special, how it was authorized;
b. Written documents calling for a meeting and meeting notices;
c. Records with respect to the delivery or other dissemination of meeting notices;
d. The number of proxies exercised at each annual meeting and the proxies themselves;
e. A roll of those present or represented at meetings; and
f. A tally of votes for each matter voted on by the members;
- Maintaining membership records reflecting the following:
a. The lot or adjacent lots giving rise to each membership;
b. The name or names of members who are the owners of each membership;
c. The physical mailing address and electronic mailing address of each membership;
- Giving notice of meetings of members and the Board of Directors;
- At the expiration of his or her term, surrendering all books, monies, papers and property to his or her successor; and
- Such other duties as may be prescribed by the Board of Directors.
Treasurer: The Treasurer shall serve as the custodian of all Corporation funds. It shall be the responsibility of the Treasurer to do the following:
- Deposit corporate funds in one or more corporate bank accounts;
- Keep and maintain or cause to be kept and maintain current financial institution signature cards, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of the assets, liabilities, receipts, disbursements, gains and losses;
- Deposit all monies and other valuables in the name of and to the credit of the Corporation with such depositories as may be designated by the Board of Directors;
- Disburse the funds of the Corporation as may be ordered by the Board of Directors and maintains records of said disbursements;
- Render accounts of all of his or her transactions as Treasurer and of the financial condition of the Corporation to the Directors or members as required by them;
- Submit the books for audit if requested by the Board of Directors;
- File the annual report with the Arizona Corporation Commission in a timely fashion and pay all fees associated therewith;
- On expiration of his or her term, deliver all books, papers, money or property of the Corporation to his or her successor;
- Perform such other duties as may be prescribed by the Board of Directors; and
- Give a bond insuring proper performance of his or her duties, at the Corporation's expense, if requested by the Board.
6.4 Unit Directors
The Board of Directors shall appoint one (1) member from each Unit to act as a Unit Director and who shall serve at the Board's pleasure and for such term as the Board directs. The duties of a Unit Director shall include, but are not limited to, the following:
- Monitor and identify CC&R and Bylaws violations within their Unit;
- Send letters for CC&R and Bylaws violations to the property owner with copy to the Association clerk;
- Maintain records of current CC&R and Bylaws violations and update the clerk, IRC and/or Board as directed;
Perform the following for members in their Unit:
- Receive and process building permit applications and plans for consideration with the IRC;
- Follow-up with applicant regarding IRC decisions on their permit application;
- Work with applicant regarding changes needed for permit approval by IRC;
- Provide copy of approved permit to applicant/post approved permit in clear view on job site;
- Monitor and inspect the approved building site to verify construction is in conformance with approved plans;
- Communicate with members as directed by the Board or IRC; and
- Attend all board meetings and the annual meeting.
The Corporation may have a standing committee known as the Improvements and Restrictions Committee (“IRC”) and such other committees as the Board, by resolution, may create. The IRC shall consist of two (2) or more members/directors (plus the applicable Unit Director) appointed by the Board and who shall serve at the Board's pleasure and for such terms as the Board directs. The IRC shall act on behalf of, and with, the authority of the Corporation and the Board with respect to granting or denying approval of any proposed alteration or improvement on a member's lot and enforcing the CC&R's and Rules as directed by the Board.
The Corporation may, from time to time, enter into a contract with one or more persons or companies to perform such administrative duties as the Board shall direct. Any administrative function may be delegated to such administrative personnel upon the approval of the President and/or the Board of Directors.
7.1 Chairman Pro Tem
If the President and Vice President are absent from any members’ or Board meeting, the members or directors present may elect a Chairman Pro Tem who shall preside at the meeting and exercise the same powers as the President or Vice President.
7.2 Parliamentary Rules
Robert’s Rules of Order shall be used to resolve any disputes as to parliamentary procedure at any members’ or Board meeting.
The authority to adopt, repeal and amend these Bylaws is hereby delegated to the Board of Directors; provided, however, that the Board of Directors shall not have the power to amend the Bylaws to reduce the number of directors to less than three (3). The decision of the Board of Directors on adoption, amendment or repeal of these Bylaws may be overruled upon the affirmative vote of members representing at least two-thirds (2/3) of the total eligible votes in the Corporation at a duly-held meeting called for such purpose.
7.4 Fiscal Year
The fiscal year of the Corporation shall be the 1st (first) day of January until the 31st (thirty first) day of December of each year.
7.5 Rules and Regulations
The Board of Directors shall have the right and power to adopt rules, regulations, policies and procedures (“Rules”) concerning:
- the use of any facility or facilities owned or operated by the Corporation;
- the manner of noticing and collecting dues, assessments and other charges; and
- the manner of enforcing the CC&R's.
7.6 Monetary Penalties
The Board of Directors may impose reasonable monetary penalties against a member for violations of the CC&R's or Rules after providing such member with written notice of the violation and an opportunity to be heard by the Board of Directors. The failure to pay monetary penalties shall be treated in the same manner as delinquent dues.
7.7 Attorney's Fees
If a member fails to comply with a written request by the Corporation to bring his or her lot into compliance with the CC&R's or Rules and the Corporation retains an attorney in an effort to bring about such compliance, the breaching member shall be obligated to pay the attorney's fees and costs thereby incurred by the Corporation and failure to pay such amounts shall be treated in the same manner as delinquent dues.
7.8 Common Area
On behalf of the Corporation, the Board may purchase, lease, sublease or accept a donation of any portion of the real property (improved or unimproved) and contract for the construction of such recreational facility or facilities thereon to enhance the beauty and usefulness of the subdivided property; provided, however, that such measures have been approved by the vote of members representing at least two-thirds (2/3) of the total eligible votes in the Corporation at a duly-held meeting called for such purpose.
In the event of any conflict or inconsistency between the provisions of the Declarations of Restrictions and these Bylaws, the Declarations of Restrictions shall control. In the event of any conflict between the Corporation's Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control. If any provision of these Bylaws is inconsistent with Arizona law, then such provision shall be interpreted in a manner to conform therewith.
7.10 Inspection of Corporate Records
Subject to the limitations set forth in Arizona Revised Statute §10-11602, the books and records of the Corporation shall at all times, during reasonable business hours, be subject to inspection by any member. Copies of such books, records, papers and documents may be obtained by any member at a reasonable cost upon written request.
These AMENDED AND RESTATED BYLAWS 2013 were adopted by the Board of Directors at a duly-held meeting on the 20th day of June, 2013.