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AMENDED BYLAWS OF CAL-VILLA ESTATES HOMEOWNERS ASSOCIATION
ARTICLE 1 NAME AND LOCATION
1.1 Name and Location
The name of the corporation is CAL-VILLA ESTATES HOMEOWNERS ASSOCIATION, which is hereinafter referred to as the “Association.” The principal office of the Association shall be located in San Joaquin County, California or such other place reasonably convenient to the Project as the Board of Directors may from time to time establish.
ARTICLE 2 DEFINITIONS
All capitalized terms that are not defined in these Bylaws shall have the meanings ascribed to them in the Declaration, unless the context requires otherwise.
2.1 Absolute Majority
“Absolute Majority” shall mean a majority of the Total Voting Power of the Association.
2.2 Articles
“Articles” shall mean the Articles of Incorporation of Cal-Villa Estates Homeowners Association, as they may be amended from time to time, and as filed with the Office of the Secretary of State of California.
2.3 Association
“Association” shall mean Cal-Villa Estates Homeowners Association, its successors and assigns.
2.4 Board of Directors
“Board of Directors” or “Board” shall mean the governing body of the Association.
2.5 Bylaws
“Bylaws” shall mean the Bylaws of the Association as they shall be adopted by the Board of Directors and Members and any duly-adopted amendments thereof.
2.6 Capital Improvement
“Capital Improvement” shall mean the original construction or acquisition of an improvement that did not previously exist in any form, as distinguished from the repair, upgrading, or replacement of an existing improvement.
2.7 Common Area
“Common Area” shall mean the entire Project other than the Units, as defined herein or as shown on the Condominium Plan. The Common Area shall consist of both Common Area A and Common Area B as defined herein.
2.8 Condominium
“Condominium” shall mean an estate in real property, as defined in Civil Code sections 783 and 1351(f), consisting of an undivided interest in all or any portion of the Common Area together with a separate fee interest in a Unit and all easements appurtenant thereto.
2.9 Condominium Plan
“Condominium Plan” or “Plan” shall mean that certain Condominium Plan entitled “Tract No. 886, Cal-Villa Estates,” filed for record on November 17, 1969, in Vol. 19 of Maps and Plats at Page 7 in the Official Records of San Joaquin County, State of California and prepared for the Cal-Villa Estates Homeowners Association condominium project in accordance with the predecessor statute to section 1351 of the Civil Code.
2.10 Contract Purchaser/Contract Seller
“Contract Purchaser” and “Contract Seller” shall mean the purchaser and the seller, respectively, under an installment land contract in which title to the property is transferred after the final installment payment is made.
2.11 Declaration
“Declaration” shall mean the Amended Declaration of Covenants, Conditions and Restrictions of Cal-Villa Estates Homeowners Association, recorded in the Office of the County Recorder of San Joaquin County, California, and any amendments thereof.
2.12 Governing Documents
“Governing Documents” shall mean the Articles, Bylaws, Declaration, and Rules, and the policies and resolutions adopted by the Board and distributed to the Members.
2.13 Member
“Member” shall mean an Owner.
2.14 Member in Good Standing
“Member in Good Standing” shall mean a Member of the Association who is current in the payment of all Assessments, fines, penalties, and other charges imposed in accordance with the Governing Documents and who is in compliance with all of the provisions of the Governing Documents.
2.15 Owner
“Owner” shall mean the record owner, whether one or more persons or entities, of the fee simple title to any Condominium which is a part of the Project, including Contract Sellers, but excluding Contract Purchasers and excluding those persons having such interest merely as security for the performance of an obligation.
2.16 Project
“Project” shall mean all of the real property described in the Declaration which comprises the Cal-Villa Estates Homeowners Association condominium project, including all structures and other improvements located at any time upon said real property.
2.17 Resident
“Resident” shall mean any person who resides in a Unit within the Project whether or not such person is an Owner as defined in Section 2.15 above.
2.18 Rules
“Rules” shall mean the rules and regulations governing the use, occupancy, management, administration, and operation of the Project or any part thereof as adopted and published by the Board of Directors from time to time.
2.19 Simple Majority
“Simple Majority” shall mean a majority of the votes represented and voting at a meeting at which a quorum is present or by written ballot in conformity with Corporations Code section 7513 in which the number of votes cast by ballot equals or exceeds the number required to establish a quorum.
2.20 Total Voting Power
“Total Voting Power” shall mean the total number of votes of all Members entitled to vote at a particular time, calculated on the basis of one vote for each Unit, excluding any Unit as to which an Owner is not then a Member in Good Standing.
2.21 Unit
“Unit” shall mean the elements of a Condominium that are not owned in common with the other Owners of Condominiums within the Project, which Units are shown as separately designated and numbered areas on the Condominium Plan. Each Unit consists of the interior space bounded by and contained within the interior unfinished surfaces of the perimeter walls, floors, ceilings, and trim of each of such interior spaces, and interior and exterior windows, window frames and glass window panes, interior and exterior doors and door frames, and window and door screens; provided, however, that bearing walls located within the aforesaid boundaries of a Unit (except for the finished surfaces thereof) are Common Area and not part of the Unit. Each Unit includes the utility installations, fixtures, and appliances located within its boundaries and/or which exclusively serve the Unit including, without limitation, the following: oven, range and fans; garbage disposal unit; dishwasher unit; hot water heaters; heating conduits, furnaces, space heaters and other heating equipment serving such Unit; lighting fixtures; bathtubs, sinks and wash basins, shower stalls, toilets, and other plumbing fixtures; and interior partitions which are located entirely within the boundaries of the Unit they serve. Each Unit includes both the portion of the building so described and the air space so encompassed. In interpreting deeds, the Declaration, and the Condominium Plan, it shall be conclusively presumed that the then existing physical boundaries of a Unit are its boundaries, rather than the metes and bounds or other description expressed in the deed, the Declaration, or the Condominium Plan, regardless of any settling or lateral movement of buildings and regardless of minor variance between the boundaries shown on the deed, the Declaration, or the Condominium Plan and the actual existing physical boundaries.
ARTICLE 3 MEMBERSHIP AND VOTING
3.1 Membership
Membership in the Association shall include, and shall be limited to, all Owners of any Unit located within the Project. Membership shall be appurtenant to and may not be separated from ownership of a Unit. Upon becoming the Owner of a Unit, each Owner shall automatically be a Member of the Association and shall remain a Member until such time as his or her Unit ownership ceases for any reason. Membership in the Association shall not be transferred, encumbered, pledged, alienated, or hypothecated in any way, except upon the transfer or encumbrance of the Unit to which it is appurtenant and then only to the transferee or Mortgagee, as the case may be, of such Unit. Any attempt to make a prohibited transfer is void. Upon any transfer of title to a Unit including a transfer upon the death of an Owner, Membership in the Association shall pass automatically to the transferee.
3.2 Voting
Members in Good Standing shall be entitled to cast one (1) vote for each Unit owned. In the event more than one (1) person owns a given Unit, the vote for such Unit shall be exercised as the Owners among themselves shall determine, but in no event shall more than one (1) vote be cast with respect to any Unit. If the joint Owners of a Unit are unable to agree among themselves as to how their vote or votes are to be cast, they shall lose their right to vote on the matter in question. If any Owner casts a vote representing a certain Unit, it will thereafter be conclusively presumed for all purposes that such Owner was acting with the authority and consent of the other Owners of that Unit. The vote at any meeting of Members may be by voice vote or by ballot; provided, however, that all elections of Directors must be by ballot.
3.3 Delegation of Membership Rights
A Member who has sold his Unit to a Contract Purchaser shall be entitled to delegate to such Contract Purchaser his or her rights and privileges of membership in the Association and shall be deemed to have delegated to a Contract Purchaser who has assumed occupancy of the Member’s Unit all rights of use and enjoyment of the Common Area. No delegation of any membership rights or privileges to a non-Resident Contract Purchaser shall be binding, however, until the Board of Directors has been notified thereof in writing. Notwithstanding any delegation, until fee title to the Unit has been transferred of record, a Contract Seller shall remain liable for all Assessments, fines, and other charges imposed by the Board and for compliance with the Governing Documents by all Residents of his or her Unit. Any Member who has leased or rented his or her Condominium to another person or persons shall in all events be deemed to have delegated to his or her tenants all rights of use and enjoyment of the Common Area. It is the express purpose and intent of the provisions of this Section 3.3 to limit the right of use and enjoyment of the Common Area to Residents of the Project and their guests.
3.4 Record Date
The Board of Directors may fix a time not more than ninety (90) days and not less than ten (10) days preceding the date of any meeting of the Members as a record date for determining the Members entitled to notice of and to vote at any such meeting. If the Board sets a record date, only those persons or entities identified as Members in the records of the Association on the date so fixed shall be entitled to notice of such meeting and only Members in Good Standing as of the record date shall be entitled to vote at such meeting. In the event no such record date is fixed by the Board of Directors, the record date for the determination of Members entitled to notice of and to vote at any meeting shall be the thirtieth (30th) day preceding the date of the meeting as of 8:00 a.m. on such day.
ARTICLE 4 MEETINGS OF MEMBERS
4.1 Annual Meeting
The Annual Meeting of the Members shall be held during the month of January of each year, on a date and at a time and place to be designated by the Board of Directors, upon proper written notice to all of the Members.
4.2 Special Meetings
Special Meetings of the Members may be called at any time by the President or by the Board of Directors or pursuant to the written request of Members entitled to cast at least five percent (5%) of the Total Voting Power of the Membership.
4.3 Notice of Meetings
Written notice of each meeting of the Members shall be given by or at the direction of the Secretary or other person authorized to call a meeting. Written notice shall be mailed first class, postage prepaid, or otherwise delivered at least ten (10) but not more than ninety (90) days before such meeting, to each Member entitled to vote at such meeting, except that in the case of a special meeting called pursuant to a written request of Members, notice of such special meeting shall be mailed or otherwise delivered within twenty (20) days after receipt of such written request by the Board, and the date of such special meeting shall be set by the Board and shall be not sooner than thirty-five (35) days nor later than ninety (90) days after the date of the Board’s receipt of such written request. Notice of meetings shall be addressed or otherwise delivered 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. Notice of any meeting of Members shall specify the date, hour, and place of the meeting, and the general nature of those matters which the Board intends to present for action by the Members.
4.4 Conduct of Meetings
All meetings of Members shall be conducted in accordance with a recognized system of parliamentary procedure or such parliamentary procedures as the Association may adopt. A reasonable time limit for all Members to speak at a meeting of the Members shall be established by the Board of Directors.
4.5 Place of Meetings
Annual and special meetings shall be held at a location designated by the Board located as close as reasonably practicable to the Project.
4.6 Quorum
The presence at any meeting, in person or by proxy, of Members entitled to cast the votes of at least a majority of the Total Voting Power shall constitute a quorum for the transaction of any business, except as otherwise provided in the Governing Documents. If such quorum is not present or represented at any meeting, the Members otherwise entitled to vote at that meeting shall have power to adjourn the meeting from time to time, to be reconvened at a later time that day, or on a later date not more than forty-five (45) days from the date of the adjourned meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. In the absence of a quorum, no business other than adjournment may be transacted. At the continuation of any meeting so adjourned, the presence in person or by proxy of Members entitled to cast the votes of at least one-third (1/3) of the Total Voting Power shall constitute a quorum.
4.7 Proxies
At all meetings of the Members, each Member may vote in person or by proxy. All proxies shall be in writing and shall be filed with the Secretary. Every proxy shall be revocable, and no proxy shall be valid after the expiration of eleven (11) months from the date of its execution.
4.8 Form of Proxy
A proxy covering any of the following matters shall not be valid unless it sets forth the general nature of the matter to be voted on:
- (a) removal of any or all directors pursuant to Corporations Code section 7222;
- (b) filling a vacancy on the Board created by the removal of a director or to fill a vacancy not filled by the directors pursuant to Corporations Code section 7224;
- (c) voting on a transaction involving an interested director pursuant to Corporations Code section 7233;
- (d) amending the Articles of Incorporation or the Bylaws to repeal, restrict, create, or expand proxy rights pursuant to Corporations Code section 7613(f)(1);
- (e) amending the Articles of Incorporation pursuant to Corporations Code section 7812;
- (f) voting on the sale or exchange of all or substantially all of the Association assets pursuant to Corporations Code section 7911(a)(2);
- (g) voting on a merger pursuant to Corporations Code section 8012;
- (h) voting on amendments to principal terms of a merger agreement pursuant to Corporations Code section 8015(a);
- (i) voting to wind up or dissolve the Association as a corporation pursuant to Corporations Code section 8610; and
- (j) voting on a plan of distribution of Association assets in the event of dissolution pursuant to Corporations Code section 8719.
Any form of proxy distributed to 10 or more Members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited and shall provide, subject to reasonable specified conditions, that where a choice is specified the vote shall be cast in accordance with that choice.
4.9 Vote of the Members
If a quorum is present, in person or by proxy, the affirmative vote of a majority of the voting power so present and voting on any matter (that is, a Simple Majority) shall constitute the act of the Members, unless the approval of a greater number or proportion of Members is required by any provision of the Governing Documents or of law. Members shall be entitled to the results of Membership votes conducted at Membership meetings as set forth in Section 8.2.14 of these Amended Bylaws.
4.10 Adjournment
Whether or not a quorum is present, any meeting of Members may be adjourned from time to time to be reconvened at a later time that day or on a later date by the vote of a majority of the Members present in person or by proxy at such meeting; however, in the absence of a quorum, no business other than adjournment may be transacted.
4.11 Action Without A Meeting
- (a) Any action which may be taken at a regular or special meeting, other than the election of Directors, may be taken without a meeting of Members, if the Association distributes a written ballot to every Member entitled to vote. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Association, which shall be a date not earlier than thirty (30) days after distribution of the written ballot to the Members.
- (b) Approval by written ballot shall be valid only when the number of votes cast equals or exceeds the quorum that would be required if the action were taken at a meeting, and the number of approvals equals or exceeds the number of votes that would be required to approve the action if it were taken at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
- (c) The ballot solicitation shall identify both the number of responses needed to meet the quorum requirement and the percentage and/or number of approvals necessary to pass the measure submitted and shall specify the time by which the ballot must be received by the Association in order to be counted.
4.12 Telephone Participation
Provided that at least one (1) Director is physically present at the noticed location of the Board meeting, Directors may participate in regular or special Board meetings through the use of conference telephone, electronic video screen communications, or other communications equipment to the extent permitted by applicable law, including, without limitation, Corporations Code section 7211 and Civil Code section 1363.05.
ARTICLE 5 BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE
5.1 Number and Qualification of Directors
The affairs of this Association shall be managed by or under the direction of a board of five (5) Directors.
5.2 Qualification and Disqualification of Directors
Only persons who are Members in Good Standing of the Association shall be eligible to be elected to or serve on the Board. Only one Owner of a particular Unit may serve on the Board at any time. A person shall be deemed disqualified under the following circumstances: (i) the person is found by a court of competent jurisdiction to be of unsound mind or has been convicted of a felony; (ii) the person fails within sixty (60) days after receiving notice of election to accept such office; either in writing or by attending a meeting of the Board of Directors as a Director; (iii) the person is absent from three (3) consecutive meetings of the Board; or (iv) the person ceases to be an Owner or ceases to be a Member in Good Standing.
5.3 Election and Term of Office
At annual meetings of the Association, the Members shall, in alternate years, elect three (3) Directors and two (2) Directors, respectively, for terms of two (2) years each. Each Director shall serve until the expiration of his or her term and thereafter until a successor is elected, or until the earlier disqualification, death, resignation, or removal of such Director. At all elections of Directors, cumulative voting shall be permitted, subject to the procedural prerequisites set forth in section 7615(b) of the Corporations Code or successor statute.
5.4 Removal
Any Director may be removed from the Board, with or without cause, by the vote of a Simple Majority of the Members at a meeting or by written ballot; provided, however, that unless the entire Board is removed, no Director may be removed prior to expiration of his or her term when the number of votes cast against removal, or the number of members not consenting by written ballot to such removal, would be sufficient to elect such Director, if voted cumulatively at an election at which the same total number of votes were cast, and the entire number of Directors authorized at the time of the affected Director’s most recent election were then being elected. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office.
5.5 Vacancies
A vacancy shall exist on the Board of Directors in the event of the disqualification, death, resignation, or removal of any Director, or if the authorized number of Directors is increased, or if the Members fail to elect the full authorized number of Directors. A reduction in the authorized number of Directors shall not cause removal of a Director prior to the expiration of his or her term. The Board of Directors, by a majority vote of the Directors who meet all of the qualifications for Directors as set forth in Section 5.2, above, may declare vacant the office of any Director who fails or ceases to meet any required qualification that was in effect at the beginning of that Director’s current term of office.
5.6 Filling Vacancies
Any vacancy occurring on the Board of Directors, except a vacancy created by the removal of a Director, may be filled by approval of the Board of Directors, or if the number of Directors then in office is less than a quorum, by the vote of a majority of the remaining Directors at a meeting of the Board, or by unanimous written consent of the Directors then in office, or by a sole remaining Director. A Director so chosen shall serve the remainder of the term of office of the Director whom he or she replaces. The Members may elect a Director at any time to fill any vacancy not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or, if the Board fails to act, the Members may elect a successor to take office when the resignation becomes effective.
5.7 Compensation
No Director shall receive compensation for any service he or she may render to the Association as a Director. However, upon approval by the Board, any Director may be reimbursed for his or her expenses actually incurred in the performance of his or her duties.
ARTICLE 6 NOMINATION AND ELECTION OF DIRECTORS
6.1 Nomination
Any Member in Good Standing may place his or her name in nomination for election to the Board of Directors by giving written notice to the President or Secretary of the Association at any time before notice of the meeting (at which Directors will be elected) is given to the Members. The names of all persons known by the Board to be candidates for election to the Board shall be set forth in the notice of the meeting. Nominations may also be made from the floor at any such meeting.
6.2 Election
At each election of Directors, the Members in Good Standing or their proxies may cast, in respect to each position on the Board to be filled, one vote for each Unit owned. The persons receiving the largest number of votes shall be elected. Cumulative voting shall be permitted in all elections of Directors, subject to the procedural prerequisites set forth in section 7615(b) of the Corporations Code or successor statute. The method for voting for Directors shall be as set forth in Section 3.2 of these Bylaws.
ARTICLE 7 MEETINGS OF DIRECTORS
7.1 Organizational Meetings
Within thirty (30) days after each annual meeting of Members, the Board of Directors shall hold a meeting for the purpose of organization, election of officers, and transaction of other business, as appropriate.
7.2 Regular Meetings
Regular meetings of the Board of Directors shall be held monthly without notice to the Directors, at a place within the Project and on a day and at a time as fixed from time to time by resolution of the Board or, upon proper notice which conforms to the provisions of Section 7.4 of these Bylaws, at another place, day, and time as set forth in such notice. Should the date for any 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. In the event the Board should determine that the business to be transacted by the Board does not reasonably justify monthly meetings, then regular meetings of the Board shall be held at such intervals as the Board may determine, but not less frequently than quarterly.
7.3 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.
7.4 Notice to Directors
Except as otherwise provided in Section 7.2 of these Bylaws, notice of each meeting of the Board shall be communicated to the Directors not less than four (4) days prior to a regular meeting, and not less than seventy-two (72) hours prior to a special meeting; provided that shorter notice may be given in the case of a bona fide emergency; and provided further that notice of a meeting need not be given to any Director who signed a waiver of notice or a written consent to holding the meeting, whether before or after the meeting.
7.5 Notice to Members
Except for bona fide emergency meetings and executive sessions, as defined by law, at least four (4) days prior written notice of the day, time, and place of each meeting of the Board of Directors, whether regular or special, shall be given to all Members in one or more of the following manners: (i) by posting it in a prominent place or places within the Common Area, (ii) by mail or delivery of the notice to each Residence, (iii) by newsletter, or (iv) by other means of communication reasonably designed to provide prior actual notice of such meeting.
7.6 Open Meeting
Regular and special meetings of the Board of Directors shall be open to all Members of the Association, except when the Board meets in executive session. A reasonable time limit for all Members to speak to the Board shall be established by the Board.
7.7 Executive Session
The Board of Directors may meet in executive session to confer with legal counsel or to discuss and vote upon personnel matters, Member discipline, litigation in which the Association is or may become involved, and matters that relate to the formation of contracts between the Association and others. In any matter relating to the discipline of a Member, the Board shall meet in executive session if requested to do so by that Member, and that Member and any other person(s) whose participation is, in the judgment of the Board, necessary or appropriate shall be entitled to attend the executive session.
7.8 Quorum
A majority of the number of Directors then in office 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.
7.9 Minutes of Meetings of Directors
Within thirty (30) days after the date of any meeting of the Board, the Board shall make available to the Members either (i) the minutes of that meeting as adopted by the Board, (ii) those minutes as proposed for adoption which shall be marked to indicate draft status, or (iii) a summary of the minutes. Any matter discussed in an executive session shall be generally noted in the minutes of the Board and minutes of executive sessions shall not otherwise be required; Copies of the minutes, proposed minutes, or summary of minutes shall be provided to any Member of the Association upon request and upon reimbursement of the Association’s costs in providing such copies. Members of the Association shall be notified annually in writing either at the time that the pro forma budget required under section 1365 of the Civil Code is distributed or at the time of any other general mailing to the entire membership of the Association of their right to obtain copies of the minutes of meetings of the Board and how and where those minutes may be obtained.