Note: The By-Laws shown here are from Aug, 2006. A current copy was requested on March 8, 2008 from the Board of Directors.
BY-LAWS OF THE GREENEHAVEN PROPERTY OWNERS ASSOCIATION
I. ARTICLES OF INCORPORATION:
1.01. Articles. Any reference herein made to this Association’s Articles will be deemed to refer to its Articles of Incorporation and all amendments thereto at any given time on file with the Arizona Corporation Commission, together with any and all certificates there to fore filed by the corporation with the Arizona Corporation Commission.
1.02. Seniority. The Articles will in all respects be considered senior and superior to these Bylaws with any inconsistency to be resolved in favor of the Articles, and with these Bylaws to be deemed automatically amended from time to time to eliminate any such inconsistency which may then exist.
II. DECLARATION:
2.01. Declaration. Reference is made to that certain Declaration of Covenants, Conditions, and Restrictions for Greenehaven recorded in Docket 830, pages 114-142, in the Office of the County Recorder, Coconino County, Arizona (the “Declaration”). All capitalized terms as used in these Bylaws shall have the same meaning as set forth in the Declaration. The Declaration, as it may be amended or supplemented from time to time, is incorporated herein by reference.
III. MEMBERSHIP:
3.01. Annual Meetings. Each annual meeting of the Owners shall be held in Arizona on the Third Tuesday of November of each year at the principal office of the Association; or at such other place as may be fixed by the Board of Directors and set out in the notice of the meeting; provided, however, that whenever such date falls on a legal holiday, the meeting shall be held on the next succeeding business day.
3.02. Special Meetings. Special meetings of the Owners may be held at such places and at such times as may be fixed by the Board of Directors whenever called in writing by the President, a majority of the Board of Directors or by the Owners holding ten percent (10%) or more of the total votes entitled to be cast by all Owners.
3.03. Notices. Each member of the corporation shall be notified by the Secretary by written notice not less than ten (10) days nor more than fifty (50) days before the date of the annual meeting, stating the time and place of the meeting.
Special meetings may be called in like manner after ten (10) days’ notice, but any such notice also shall designate the purpose of the meeting. In all such cases the date of mailing of the notices shall be considered the date such notices were given. Notices need only be given to Owners appearing as such on the books of the Association at the time of mailing of the notices.
3.04. Waiver. No call or notice of any meeting of the Owners shall be necessary if waiver of call and notice is signed by all of the Owners.
3.05. Quorum. At any regular or special meeting of the Owners, the Owners holding twenty-five percent (25%) or more of the Total votes entitled to be cast by all members shall constitute a quorum for the transaction of business. A quorum shall be necessary to elect directors and transact any other business. In the absence of a quorum, a majority of the Owners present, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally notified.
3.06. Qualification. Membership shall be limited to every Owner. The foregoing does not include persons or entities who hold an interest merely as security for the performance of obligation.
3.07. Voting. The Association shall have two (2) classes of voting membership.
Class A. Class A members shall be all Owners other than Declarant. When more than one person owns an interest in any Parcel, each such person shall be a member of the Association but the vote for such Parcel shall be exercised as the co-Owners themselves determine, and in no event shall more than the prescribed number of votes be cast with respect to any parcel. The Association shall not be required to recognize the vote or written assent of any such co-Owner except the vote or written assent of the co Owner designated in a writing executed by all of such co-Owners and delivered to the Association. The Owner of each Lot shall have ONE (1) vote for each lot owned. The Owner of a Commercial Parcel shall have THREE (3) votes for each 43,560 square feet, or fraction thereof, comprising such Commercial Parcel. The Owner of an Apartment Parcel shall have five (5) votes for each 43,560 square feet, or fraction thereof, comprising such Apartment Parcel.
Class B. The Class B Member shall be Declarant. The Declarant, as the Class B member, shall solely be entitled to vote in Association affairs and shall elect all members of the Board of Directors until the Class B membership shall cease and be converted into Class A membership. The Class B membership shall cease and be converted into Class A membership not later than 120 days after the Declarant has sold and conveyed ninety percent (90%) of the TOTAL LAND AREA OF THE PROPERTY.
3.08. Proxies. Any Owner entitled to vote there-at may vote by proxy at any meeting of the Owners (and at any adjournment thereof) which is specified in such proxy, provided that his or her proxy is executed in writing by such Owner or his or her duly authorized attorney in fact. No proxy shall be valid after twenty-five (25) months from the date of its execution, unless otherwise specifically provided therein. The burden of proving the validity of any undated, irrevocable or otherwise contested proxy at a meeting of the Owners will rest with the person seeding to exercise the same. A telegram or cable gram appearing to have been transmitted by Owner or by his duly authorized attorney in fact may be accepted as a sufficiently written and executed proxy.
3.09. Election Inspectors. The Board, in advance of any meeting of the Owners, may appoint an election inspector or inspectors to act at such meeting (and at any adjournment thereof). If an election inspector or inspectors are not so appointed, the chairman of the meeting may, or upon request of any person entitled to vote at the meeting will, make such appointment. If any person appointed as an inspector fails to appear or to act, a substitute may be appointed by the chairman of the meeting. If appointed, the election inspector or inspectors (acting through a majority of them if there be more than one) will determine the Owners entitled to vote, the authenticity, validity and effect of proxies and the number of Owners represented at the meeting in person and by proxy; they will receive and count votes, ballots and consents and announce the results thereof; they will hear and determine all challenges and questions pertaining to proxies and voting; and, in general, they will perform such acts as may be proper to conduct elections and voting with complete fairness to all Owners.
3.10. Organization and Conduct of Meetings. Each meeting of the Owners will be called to order and thereafter chaired by the Chairman of the Board if there is one; or, by the President; or if both the Chairman of the Board and the President are unavailable, then by such other officer of the Association or such Owner as may be appointed by the Board of Directors. The Association’s Secretary will act as Secretary of each meeting of the Owners; in his or her absence the Chairman of the meeting may appoint any person (whether an Owner or not) to act as secretary for the meeting. After calling a meeting to order, the Chairman thereof may require the registration of all Owners intending to vote in person and the filing of all proxies with the election inspector or inspectors, if one or more have been appointed (or, if not, with the secretary of the meeting). After the announced time for such filing of proxies has ended, no further proxies or changes, substitutions or revocations of proxies will be accepted. If directors are to be elected, a tabulation of the proxies so filed will, if any person entitled to vote in such election so requests, be announced at the meeting (or adjournment thereof) prior to the closing of election polls. Absent a showing of bad faith on his part, the chairman of a meeting will, among other things have absolute authority to fix the period of time allowed for the registration of Owners and the filing of proxies, to determine the order of business to be conducted a such meeting and to establish reasonable rules for expediting the business of the meeting (including any informal, or question and answer portions thereof).
3.11. Irregularities. All informalities and/or irregularities in calls, notices of meetings and in the manner of voting, credentials, and methods of ascertaining those present, shall be deemed waived if no objection is made at the meeting.
IV. DIRECTORS:
4.01. Management. The control and management of the Property affairs and business of the Association shall be vested in a Board of Directors of not less than three (3) nor more than five (5) members. Except for Board members designated by Declarant, each Director shall be an Owner or spouse of an Owner (or if an Owner is a corporation, partnership, or trust, a Director may be an officer, partner, trustee or beneficiary of such Owner). The initial Board of Directors shall consist of three members and shall serve until the first annual meeting of the members. The Board of Directors will have the power to increase or decrease its size within the aforesaid limits and to fill any vacancies which may occur in its membership, whether resulting from an increase in the size of the Board or otherwise, and shall hold office until the next annual meeting of the Owners and/or their term has expired.
4.02. Powers and Duties. The Board of Directors shall have the powers and duties
necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law, the Declaration, the Articles of Incorporation, or these Bylaws directed to be exercised and done by the Owners. The powers of the Board of Directors shall include but not be limited to the following:
(a) To provide the necessary management and accounting and other services required in connection with operation and maintenance of the Common Area;
(b) To enforce liens against Parcels in the event of default by an Owner in payment of money under the Declaration,
(c) To Authorize in their discretion refunds of excess assessments; and
(d) To enforce such Association Rules pertaining to use and occupancy of the Parcels and Common Area as may be adopted by the Association and which are consistent with these Bylaws, the Articles of Incorporation and the Declaration.
(e) After notice and an opportunity to be heard, the board of directors may impose reasonable monetary penalties on members for violations of the declaration, bylaws and rules of the association. Notwithstanding any provision in the community documents, the board of directors shall not impose a charge for a late payment of a penalty that exceeds the greater of fifteen dollars or ten per cent of the amount of the unpaid penalty. A payment is deemed late if it is unpaid fifteen or more days after its due date, unless the declaration, bylaws or rules of the association provide for a longer period. Any monies paid by a member for an unpaid penalty shall be applied first to the principal amount unpaid and then to the interest accrued. Notice pursuant to this subsection shall include information pertaining to the manner in which the penalty shall be enforced.
4.03. Election and Term of Office. The Directors shall be elected for a term of two years as follows: President and Secretary on year and Vice President and Treasurer the next year. This will create a “staggering” of terms. The election will be held at the annual meeting of members and the Directors will hold office until their successors have been elected and hold their first meeting.
4.04. Cumulative Voting. In any election of the members of the Board, every member shall have the right, in accordance with Article 14, Section 10 of the Constitution of the State of Arizona, to accumulate his votes and give one candidate, or divide among allocated to said member pursuant to Section 3.02 of the Declaration, multiplied by the number of Directors to be elected. The Candidates receiving the highest number of votes up to the number of Board members to be elected, shall be deemed elected.
4.05 Quorum. A quorum for the transaction of business at any meeting of the Directors shall consist of a majority of the Board of Directors then in office.
4.06. Annual and Regular Meetings. An annual meeting of the Directors shall be held at such time as the Board of Directors may by resolution provide. Regular meetings of the Directors may be held without notice at regular intervals at such places and at such times as the Board of Directors may from time to time by resolution provide.
4.07. Special Meetings. Special meetings of the Board of Directors shall be held at such times and places as may be designated by the Board of Directors whenever such meetings are called orally or in writing by the President or a majority of the Board. Notices of special meetings shall be given by the Secretary to each Director, orally or in writing, at least three (3) days before the time fixed for the meeting. Such notices shall advise each Director of the time, place and general purpose of the meeting, and shall be delivered personally, or shall be given by telephone or telegram, or if sent by mail, such three (3) days’ notice shall be deemed to have been given if the notice is post-marked at least five (5) days before the dated of the meeting. By unanimous consent of the Directors, special meetings of the Board may be held at any time without call or notice, or waiver of call and notice.
4.08. Unanimous Consent. Any action which could be taken by the Directors at a duly convened annual or special meeting of the Board may be taken without a meeting if all of the Directors consent thereto in writing. Such consent shall have the same effect as a unanimous vote of the Directors.
4.09. Vacancies. In the event of the death, resignation, or discharge of a Director for any reason, such vacancy shall be filled by vote of the majority of the Directors present at a properly called meeting of the Board of Directors, and the Director elected to fill such a vacancy shall complete the term of office of the Director so replaced.
4.10. Expenses. No Director shall receive compensation for any service he or she may render to the Association as a Director. However, any Director may be reimbursed for his actual expenses incurred in the performance of his/her duties.
4.11. Committees. The Board of Directors shall from time to time appoint committees as deemed appropriate in carrying out its purpose.
V. OFFICERS:
5.01. Designation of Officers. The Directors shall elect the officers of the Association at an annual meeting of the Directors; provided, however, that elections of additional officers may be held at any other meeting of the Board of Directors specifically called for such purpose. The officers of the corporation shall consist of a President, Vice President, Secretary and Treasurer, any two of which offices, other than President and Secretary, may be held by one person. The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers, which officers shall have authority to perform such duties as may be prescribed by the Board of Directors or the President. The elected or appointed officers of the Association must be owners.
5.02 President. The President shall be the chief executive of the Association. He shall preside at all meetings of the Board of Directors; shall be ex officio a member of all standing or special committees; shall have general charge of the activities of the Association; shall sign on behalf of the Association all contracts and other written instruments to be executed by the Association; and shall see that all resolutions of the Board are carried into effect. He shall do and perform such other acts and duties as may be required of him by the Board of Directors, but his authority shall be subject to the control and direction of the Board of Directors at all times.
5.03. Vice President. The Vice President, in the absence or disability of the President, shall perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
5.04. Secretary. The Secretary shall keep a permanent and complete record of all proceedings of each meeting of the Owners and each meeting of the Board of Directors; shall give or cause to be given, when required, notice of all meetings of the Owners and/or the Board of Directors; shall keep an accurate list of all members of the Association and their addresses, and shall perform such other duties as may be prescribed by the Board of Directors or the President. As Assistant Secretary, or Executive Secretary, if appointed, shall in the event of the Secretary’s absence or inability to act, perform the duties and functions of the Secretary.
5.05. Treasurer. The Treasurer shall have custody of the Association’s funds and shall keep full and accurate accounts of receipts and disbursements, and shall deposit all monies and other valuable effects in the name ad to the credit of the Association in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Association as may be ordered by the Board, demanding proper vouchers for such disbursements. He shall prepare and submit a written financial report at each annual meeting of the Owners, and shall render to the President an account of all his transactions as Treasurer and such additional reports of the financial condition of the Association as the Board may require. The Treasurer may be required to furnish a surety bond in an amount determined by the Board, the premium of which shall be paid by the Association. An Assistant Treasurer, if appointed, shall, in the event of the Treasurer’s absence or inability to act, perform the duties and functions of Treasurer.
5.06. Other Employees. The Board of Directors may engage the services of such other employees, including but not limited to an Executive Secretary and/or Manager, as may from time to time be deemed necessary or advisable for the objects and purposes of the Association.
5.07. Removal of Officers; Vacancies. All officers, agents and employees shall be subject to removal at any time by the affirmative vote of the majority of the members of the Board of Directors then in office. Any vacancy caused by removal, resignation, death or for any other reason whatsoever, may be filled by the Board of Directors as the Board may deem appropriate.
5.08. Compensation. The President, Vice President, Secretary and Treasurer shall not receive any com0ensaton for their services rendered to the Association as such officers. However, such officers may be reimbursed for their actual expenses incurred in the performance of their duties. The Board of Directors may fix and pay such compensation for other officers of employees of the Association as the Board deems proper.
VI. ASSESSMENTS:
6.01. Regular Assessments. Regular Assessments against each Parcel, except Exempt Property, shall commence on the first day of the month following the conveyance of a Parcel by Declarant to an Owner (the “Initiation Date”). From and after the Initiation Date until January one (1) of the calendar year immediately following the Initiation Date, there shall be assessed against each Owner, except Exempt Property, a regular Assessment which shall be at a rate among all Parcels in accordance with the provisions of the Declaration. Not less than Thirty (30) days prior to the beginning of each calendar year following the Initiation Date the Board shall estimate the total amount of funds necessary to defray the expenses of the Association, including provision for replacement reserves, for the next calendar year and shall assess, subject to the Declaration, the record Owner of each Parcel in December of each year for the following year. All owners shall be notified of the amount of the regular Assessment (and the amount of the installments to be paid) for the upcoming year before December tenth (10) of the prior year.
6.02. Special Assessments. In addition to regular Assessments, the Board may levy special Assessments for capital improvement as provided in the Declaration.
6.03 No Offsets. All Assessments shall be payable in the amount specified by the Assessment and no offsets against such amount shall be permitted for any reason including, without limitation;
(1) a claim that the Association is not properly excising its duties and powers as provided in the Declaration; or (2) an Owner has made or elects to make no use of the recreations facilities.
6.04. Non-Payment of Assessments. Any Assessment which is not paid when due is delinquent. Whenever an Assessment is delinquent, the Association may, at its option, invoke any or all of the sanctions provided for herein, or any other reasonable sanction, in order to compel its prompt payment:
(a) Late Charge. If any Assessment is not paid within ten (10) days after it becomes due and payable, the Owner shall be obligated to pay a late charge equal to one-fourth (1/4) of the delinquent Assessment
(b) Interest. If any Assessment is not paid within thirty (30) days after it becomes due and payable, the Assessment shall bear interest from the date of delinquency at the rate of twelve percent (12%) per annum.
(c) Enforcement of Lien. The Association may proceed as authorized in the Declaration to enforce therein securing the assessment.
VII. AMENDMENTS:
7.01. Amendments. The Board, at any regular or special meeting, shall have the power to make, amend, and repeal the Bylaws of the Association by vote of a majority.
VIII. FISCAL MANAGEMENT:
8.01. Fiscal Year. The fiscal year of the Association shall be January One (1) through December Thirty-one (31). The commencement date of the fiscal year herein established shall be subject to change by the Board should corporate practice subsequently dictate.
8.02. Books of Account. Books of account of the Association shall be kept under the direction of the Treasurer on a consistent basis in accordance with good accounting practices.
8.03. Contracts. Unless otherwise provided by the Board, all contracts shall be executed on behalf of the Association by either the President of Vice President and may be countersigned by either the Secretary or the Assistant Secretary.
IX. DISCREPANCIES AND OR CONSTRUCTION:
9.01. Discrepancies. Any discrepancies or conflicts between the provisions of the Declaration, the Articles and Bylaws, and the Association Rules, shall, unless otherwise provided, be resolved by giving priority first (1st) to the Declaration, second (2nd) to the Articles, third (3rd) to the By-laws and fourth (4th) to the Association Rules.
* these bylaws were retyped by Warren Whisler Vice President after amendments passed by a majority of the Board Jun 18, 2006
Greenehaven Property Owners Association
Policy Resolution 2006-1 – Schedule of Fines
The Board of Directors is authorized to enforce timely penalties against owners, not in compliance with Rules and Regulations and other policies enacted in accordance with the governing documents by levying monetary penalties against owners.
A. Policy and procedure
1. Written notification of rule violation is sent to owner of record.
2. If there is no response by the owner and the violation has not been corrected within 10 days for Unit 1, 15 days for all other Units, (in accordance with the CC&R’s), of the receipt of the first written notification. Fines may be imposed according to the schedule below.
B. Appeal Process
The owner of record may submit a written appeal to the Board of Directors within 15 calendar days of the date of the notice. All further enforcement actions will be stayed upon receipt of appeal and if after review by the Board it is found that the appeal is not valid the original time lines for penalties is reinstated and the stay lifted until violation is corrected or an agreement, approved by the Board, has been reached with all parties.
C. Fines
Fine amounts are at the Board’s discretion. However, the general rule for any violation is a minimum of $25.00 per day up to a maximum of $300.00 per day.
Sample violations are listed below:
A. Architectural
All Units: Any residence placed or constructed on any lot shall be of new construction. Approval by the Board is required for any improvement to the structure or land. Any improvement of any type, which has not been approved by the Board, is subject to this fine.
These violations may include but are not limited to:
1) Setback requirements
2) Fences/Walls
3) Window Coverings
4) External Items
5) Temporary Structures
6) Elevation of Structures
7) Landscaping and Drainage
8) Architectural Theme
9) Color of Structure
C. Nuisance
All owners/renters are expected to follow all applicable laws, rules and regulations and all owners/renters are expected to be considerate of their Greenehaven neighbors and obey the applicable CC&R’s for their Units
These violations may include but are not limited to:
1) Unsightly Items
2) Outside Speakers and Amplifiers
3) Vehicles and Parking
4) Animals
5) Auctions/Garage Sales
6) Signs
7) Outside Lighting
D. Billing and Payment
All fines will be billed monthly and are due and payable within 10 (ten) days of the invoice.
Late payment policy will be the same procedure of the Bylaws for late payment of assessments.
If the fine goes unpaid for 30 days a lien may be placed on the property and an action filed for collection of the fine and penalty in accordance with A.R.S. 33-1803 and 33-1807.
The following Board of Directors voted for this change in the Bylaws as per Bylaw VII 7.01 Amendments.
Clyde A. Hollister, President
Warren Whisler, Vice President
Dan Scannell, Secretary/Treasurer
Catherine Smith, Member
Jim Wilkinson, Member
Amendment number two (2) to become effective on the following date: August 22, 2006.
