Tierra Del Rio-South Community Association, Inc.: 1 Icrr T Tid Rlo - Byl

Download as pdf or txt
Download as pdf or txt
You are on page 1of 9

BYLAWS OF

TIERRA DEL RIO-SOUTH COMMUNITY ASSOCIATION, INC.

ARTICLE 1.

NAME AND LOCATION

The name ofthe corporation is TIERRA DELRIO-SOUTH COMMUNlTY ASSOCIATION,


INC., hereinafter referred to as the "Association." The principal office of the corporation shall be
located at the offices ofCentex Homes, 8665 E. Hartford, #200, Scottsdale, AZ 85255, but meetings
of Members and directors may be held at such places within the State of Arizona as may be
designated by the Board of Directors.

ARTICLE II.

DEFINITIONS

SECTION 1. "Association" shall mean and refer to TIERRA DEL RIO-SOUTH


COMMUNITY ASSOCIATION, INC., an Arizona nonprofit corporation, its successors and assigns. -,j
;f
-I
SECTION 2. "Common Areas" shall mean all portio'ns of the Tiel1'a del Rio-South which .j
.1
are not Lots. 1

iI
'i
, SECTION 3. "Declarant" shall mean and refer to Centex Homes, a Nevada general :1;1
partnership, or any successor, successor in title, or assignee, who has or takes title to the Property
;1
or any portion thereof for the purpose of development and/or sale in the ordinary course ofbusiness
and who is designated as Declarant in arecorded assignment instrument executed by the immediately
Ii
preceding Declarant.

SECTION 4. "Declaration" shall mean and refer to the Declaration of Covenants,


Conditions, Restrictions and Easements applicable to the Property recorded in the Office of the
Maricopa County Recorder.

SECTION 5. "Lot" means any of the subdivided Lots as shown on the Plat. A "Lot"
includes the land and any residential dwelling Lot, garage, structure or other improvement
GOllst-RlcteO-Dr to be constructed then:on, but shall not include-the-GGlnmQIl Areas.

SECTION 6. "Member" or "Owner" shall mean and refer to any person entitled to
membership in the Association as provided in the Declaration and Articles.

SECTION 7. "Owner" shall mean and refer to the record owner, whether one or more
persons or entities, of beneficial or equitable title (and legal title if the same has merged with the
beneficial or equitable title) to the fee simple title (except as otherwise provided herein), whether or

0912Q/G (2:29pm)
1·icrr;t tid Rlo.Byl
not subject to any MOltgage, to any Lot which is a part of the Property as evidenced by a recorded
instrument, but excluding those having such interest merely as security for the perfoffi1ance of an
obligation. A contract purchaser under a recorded agreement of sale or contract for the sale of real
property wherein legal title remains in the vendor shall be deemed to be an Owner and the vendor
thereunder shall be deemed to be a Mortgagee. If title to a Lot is vested of record in a trustee under
a deed of trust pursuant to Arizona Revised Statutes, Section 33-801, et seq., then, for purposes
hereof, such title shall be deemed to be in the tlUstor, who shall be deemed to be an Owner.

SECTION 8. "Property" shall mean and refer to that cC11ain real prope11y described in the
Declaration of Covenants, Conditions, Restrictions and Easements.

ARTICLE 1II.

MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING. The first annual meeting ofthe Members shall be held
within one (1) year from the date of incorporation of the Association, and each subsequent regular
annual meeting of the members shall be held on the same day of the same month of each year .,
thereafter, at the hour of? :00 o'clock P.M. If the day for the annual meeting of the Membcrs is a '!
p
legal holiday, the meeting will be held at the same hour on the first day following which is not a legal H
holiday. The date and time of the annual meeting of the Members may be changed upon not less
than thirty (30) days' prior written notice to all Members and provided that the meeting is held not
latcr than twelve (12) months following the immediately preceding annual meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the Members may be called at


any time by the president or by the Board of Directors, or upon written request of the Members who
are entitled to vote one-foUlth (1/4) of all of the votes of the Class A membership.

SECTION 3. 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 fifteen (15) days 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.

SECTION 4. QUORUM. The presence at the meeting of Members entitled to cast, or of


proxies entitled te cast, one-tenth EIIlO) of the V0tgS of each Glass of membership shall constitute _
a quorum for any action except as othelwise provided in the A11icles 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 to adjoum the meeting from time to
time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be
present or be represented.

09120.'6 (2:29pm)
Ticrr:ltrcIR~.B)'1 2
"u
j:

Ii

SECTION 5. ABSENTEE BALLOTS. At all meetings of the Members a vote may be cast
in person, by absentee ballot, or other form of delively. Votes cast by absentee ballot or other form
of delivery may be considered for the purpose of establishing a quomID. An absentee ballot shall
set forth each proposed action and shall provide an opp0l1unity to vote for or against a proposed
action, in addition to specifying the time and date by which the ballot must be delivered to the Board
in order to be counted. Absentee ballots are valid only for one specified election or meeting and
shall expire automatically after completion of the election or meeting.

ARTICLE IV.

BOARD OF DIRECTORS: SELECTION; TERM OF OFFICE

SECTION 1. NUMBER. The affairs of this Association shall be managed by a Board ofnot
less than three (3) nor more than five (5) directors, who need not be Members of the Association.

SECTION 2. TERM OF OFFICE. The initial members of the Board and each Board
thereafter, for so long as there is a Class B Member, shall consist of three (3) Members or other
persons who shall be appointed by the Declarant. Commencing with the first annual meeting of the
Members when there is no longer a Class B Member, the Members shall elect one (1) director for
a tenn of one (1) year, two (2) directors for a term of two (2) years, and two (2) directors for a tenn
of three (3) years as decided by the highest amount of votes; and at each annual meeting thereafter,
the Members shall elect a director or directors, as the case may be, for a term of three (3) years to
replace the outgoing director or directors as the case may be.

SECTION 3. REMOVAL. Any director may be removed from the Board, with or without
cause, by a majority vote of the Members of the Association. In the event of death, resignation or
removal of a director, his successor shall be selected by the remaining Members of the Board and
shall serve for the unexpired term of his predecessor.

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
inculTed in the performance of his duties.

SECTION 5. MEETINGS. All meetings ofthe Association and the Board of Directors are
open to all Members ofthe Association and all Members so desiring shall be pennitted to attend and
listen to the deliberations and proceedings; provided, however, that for regular and special meetings
of the Board, Members who are not directors may not participate in any deliberation or discussion
unless expressly so authorized by a vote of the majority ofa quorum of the Board, except that any ';
r-----------norti-on ofa meeting may be closecl only if the p011ion of the meeting-is limited to consideration of-------ri
any of the following: (i) employment or personnel matters for employees of the Board or the
Association; (ii) legal advice fr0111 an attomey for the Board or the Association; (iii) pending or i]
~.!
contemplated litigation; or (iv) pending or contemplated matters relating to the enforcement of the ;i
Association's Declaration or rules. il
H
~j
SECTION 6. ACTION TAKEN WITHOUT A MEETING. The directors shall have the ~j
right to take any action in the absence of a meeting which they could take at a meeting by obtaining
11
~l

OlJ/2Cl!6 (1:29pm)
Tierril del Rio.Byl 3
l.i

II
:j)
ttl

~
the written approval ofall the directors. Any action so approved shall have the same effect as though
taken at a meeting of the directors.

ARTICLE V.

ELECTION OF DIRECTORS

SECTION I. 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.

ARTICLE VI.

MEETINGS OF DIRECTORS i
it
SECTION 1. REGULAR MEETINGS. Regular meetings of the Board of Directors shall It
lj
be held monthly without notice, at such place and hour as may be fixed from time to time by
resolution of the Board. Should such a regularly scheduled meeting fall upon a legal holiday, then Ii;'
that meeting will be held at the same time on the next day which is not a legal holiday. 1:
i:
jl
Ii
SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be 11
held when called by the president ofthe Association, or by any two directors, after not less than three Iip
(3) days' notice to each director. ~i
H
j\
. SECTION 3. QUORUM. A majority of the number of directors shall constitute a quorum
for the transaction of business. EvelY act or decision done or made by a majority of the directors 11
present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
51

ARTICLE VII. II
~
POWERS AND DUTiES OF THE BOARD OF DIRECTORS ~
a
M
if
SECTION 1. POWERS. The Board of Directors shall have the power to: ~
)1
~~

(a) adopt and publish rules and regulations goveming the use of the Common ~!
..---~~---~------
----Areas and the personal conduct of the Members and theit guests thereon, and, --i;,;
:.1
to establish penalties for the infraction hereof; H

(b) suspend the voting rights of a Member during any period in which such [I
Member shall be in default in the payment of any assessment levied by the u
n
Association. Such rights may also be suspended after notice and hearing, for
a period not to exceed sixty (60) days for infraction of published 11I1es and :'1
regulations; d
I,

n
';,
09/2016 (2:29pm)
Ticrr.,t1c1Rio.B)'1 4 iI
(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 Bylaws, the Atiicles ofIncorporation, 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 regular
meetings of the Board of Directors; and

(e) employ a manager, an independent contractor, or such other employees as


they deem necessary, and to prescribe their duties.

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) ofthe 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 perfol111ed;

(c) as more fully provided in the Declaration, to:

(1) fix the amount of the annual assessment against each Lot at least
thirty (30) days in advance of each annual assessment period;

(2) send written notice ofeach assessment to every Owner subject thereto
at least thirty (30) days in advance ofeach annual assessment period;
and

(3) forcclose the lien against any property for which assessmcnts are not
paid within thirty (30) days after due date or to bring an 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 fOlih whether or not any assessment has been paid. A
reasonable charge may be made by the Board for the issuance of these
~--~-------------Gertificates. I~ a certificate states an asscssmen has been paid, such. -
certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate Liability and hazard insurance on property
owned by the Association;

(f) cause all officers or employees having fiscal responsibilities to be bonded, as


it may deem appropriate; and

09120!6 (1:29pm)
Tim;\ <tel Rio.llyl 5
(g) cause the Common Areas and any additional maintenance areas to be
maintained.

ARTICLE VIII.

OFFICERS AND THEIR DUTIES

SECTION 1. ENUMERATION OF OFFICES. The officers of this Association shall bc a


president and vice-president, who shall at all times be members of the Board of Directors, a secre-
tary, and a treasurer, and such other officers as the Boal'd may from time to time by resolution create.

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. Ii
!l
SECTION 3. TERM. The officers ofthis 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, oi'
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 which shall hold office for such period, have such
authority, and perform such duties as the Board may, from time to time, detennine.

SECTION 5. RESIGNATION AND REMOVAL. Arty officer may be removed from office
with or without cause by the Board. Any officer may resign at any time giving written notice to the
J I
Board, the president or the secretaly. Such resignation shall take effect on the date of receipt ofsuch
notice, or at any later time specified therein, and unless othelwisc specified therein, the acceptance I
,"
'"1

of such resignation shall not be neceSS31Y to make it effective. i


q
i
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 tenn ofthe 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 (I) 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 allmcetings of the Board ofDirectors; shall see that orders and
resolutions of the Board are canied out; shall sign all leases, mOltgages, deeds and other written
instruments; and shall co-sign all checks and promissory notes.

0912016 (2:29pm)
Ticrr" dcllliCl.ll)·1 6
VICE-PRESIDENT

The vice-president shall act in the place and stead ofthe president in the event ofhis 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 secretaly shall record the votes and keep the minutes of all meetings and proceedings
ofthe Board and of the Members; keep the corporate seal ofthe 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 shall
perform such other duties as required by the Board.

TREASURER

The treasurer may receive and deposit in appropriate bank accounts all monies of the
Association and may disburse such funds as directed by resolution of the Board of Directors; may
sign all checks and promissory notes of the Association; keep proper books of account; cause an
independent review of the Association books to be made by a public accountant at the completion
of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures
to be presented to the membership at its regular annual meeting, and deliver a copy of each to the
Members.

ARTICLE IX.

COMMITTEES

The Association shall appoint an Architectural Review Committee, as provided in the


Declaration. In addition, the Board of Directors shall appoint other committees as deemed
appropriate in calTying out its purpose.

ARTICLEX.

BOOKS AND RECORDS


~.~
~he-books,
records and papers of the Association sha-ll at all times, during rcasol'lable-~-----..;.:
business hours, be subject to inspection by any Member or his authorized agent. Books and records :j
kept by or on behalfofthe Association and the Board may be withheld from disclosure to the extent
that the portion withheld relates to: (i) personnel matters or a person's medical records; (ii)
communication between the Board and an attomey for the Association; (iii) pending or contemplated
litigation; (iv) pending or contemplated matters relating to enforcement of the Association's
Declaration or l1l1es; and/or (v) meeting minutes or other records ofa session of a Board meeting or
Association meeting that is not required to be open to all Members under applicable law. The

09/2016 (2;29pm)
iiCrTJ. ocl Rlo.[)yl 7
Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for
inspection by any Member at the principal office ofthe Association, where copies may be purchased
at reasonable cost.

ARTICLE XI.

ASSESSMENTS

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 within fifteen (15) days
from the date due shall be delinquent. If the assessment is not paid when due, the assessment shall
bear interest beginning fifteen (15) days from the due date until paid at a rate equal to the greater
of (a) twelve percent (12%) per annum, or (b) the rate set by the Board, and the Members shall be
liable for all costs, including attorneys' fees, which the Association may incur in collecting the same.
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 otherwise
escape liability for the assessments provided for herein by non-use of the Common Areas or
abandonment of his Lot.

ARTICLE XII.

CORPORATE SEAL

The Association may have a seal in circular form having within its circumference the words:
TIERRA DELRIO-SOUTH COMMUNITY ASSOCIATION INCORPORATED ARIZONA 2006.

ARTICLE XIII.

AMENDMENTS

SECTION 1. These Bylaws may be amended, at a regular or special meeting of the


Members, by a vote ofa majority ofa quomm of Members present in person or by proxy, except that
the Federal Housing Administration or the Veterans Administration shall have the right to veto
amensments while there is Glass-B HleHleel'Ship ifsUGh agenGies hav~!:.leen involved in the making..
, _ _~--­
insuring or guaranteeing of any mOltgage loan within the Propelty.

SECTION 2. In the case of any conflict between the Articles of Incorporation and these
Bylaws, the Articles shall control; and in the case ofany conflict between the Declaration and these
Bylaws, the Declaration shall control.

09120/6 (2:29pm)
Ticrr.1i.1cIHio.B)'1 8
ARTICLE XIV.

MISCELLANBOlJS

The fiscal year of the Association shall begin on the first day of January and cnd 011 the 3let
day of December of every year, except that the fil-St fiscal year shall begin on the date of
incorporation.

CERTIFICATION

I, tbe undersigned, do hereby certify:

That I am the (hlly elected and acting secretaly of the TIERRA DEL RIO-SOUTH
COMMUNlTY ASSOCIATION, INC., an Arizona corporation; and,

That the foregoing Bylaws constitute the OliginalBylaws ofsaid Association,as duly adopted
at a meeting of the Boa~d of Dircctors thereof, held on the -.22- dny of &. iP I. ,2006,

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed thc seal of the
said Association this _ _ day of ,2006.

"
,,
')
091;1016 (:1:291'11\)
r1twllltlltb.Hyl 9 ,

You might also like