Northern Manor West Townhouse Association

NMW Bylaws

BYLAWS OF NORTHERN MANOR WEST TOWNHOUSE ASSOCIATION

ARTICLE I

Offices

Section 1. Principal Offices: The principal offices of NORTHERN MANOR WEST TOWNHOUSE ASSOCIATION shall be in the City of Glendale, County of Maricopa, State of Arizona.

Section 2. Other Offices: The corporation may establish such office or offices at such other places within the State of Arizona as the Board of Directors may from time to time designate.

ARTICLE II

Definitions

Section 1. "Association" shall mean and refer to NORTHERN MANOR WEST TOWNHOUSE ASSOCIATION, an Arizona non-profit corporation, its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners.

Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.

Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, excluding those having such interest merely as security for the performance of an obligation.

Section 6. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the County Recorder of Maricopa County, Arizona, in Docket 14301, pages 48-68.

Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.

ARTICLE III

Meeting of Members

Section 1. Annual Meetings. The annual meeting of the members shall be held in the month of March each year.

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-fourth (1/4th) of all the votes.

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 30 days before such meeting to each member entitled to vote thereat, addressed to the members 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 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 to cast, a majority of the votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these Bylaws.

Section 5. Proxies. At all meeting of members each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conclusion of the annual meeting or conveyance by the member of his Lot.

ARTICLE IV

Board of Directors: Selections: Term of Office

Section 1. Number. The affairs of this Association shall be managed by a Board of not less than five (5) or more than nine (9) directors, who must be members of the Association.

Section 2. Term of Office. The directors shall be elected to staggered terms for a term of two (2) years to replace the outgoing directors. The out-going Board is to conduct the last regular meeting at which time new officers shall be elected by the in-coming directors.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by 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 A association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties subject to Board approval.

Section 5. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining telephone votes with confirmation at the next Board meeting. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE V

Nomination and Election of Directors

Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members to serve until the close of that annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. The 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. One vote will be allowed for each vacancy.

ARTICLE VI

Meetings of Directors

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board.

Section 2. 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.

Section 3. Quorum. A majority of the number of directors 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.

Article VII

Powers and Duties of The Board of Directors

Section 1. Powers. The Board of Directors shall have power to:

(a) Adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;

(b) Suspend the voting rights, right to use of the recreational facilities, and water usage of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations;

(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 Articles of Incorporation, 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/or delinquent 30 days in any assessment;

(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 (1/4th) of the members who are entitled to vote;

(b) Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

(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 of any change in assessment to every Owner subject theretoat least thirty (30) days in advance of each annual assessment period; and

(3) Foreclose the lien when necessary against any property for which assessments 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 request of the owner, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificates 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;

(g) Cause the Common Area to be maintained.

ARTICLE VIII

Officers and Their Duties

Section 1. Enumeration of Offices. The Officers of this Association shall be a president and vice president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Elections 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.

Section 3. Term. The officers of this 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, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any 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 Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officers appointed to such vacancy shall serve for the remainder of the term of the 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 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

(a) The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds, and other written instruments and co-sign promissory notes. The President shall not vote on issues before the board except in the case of a tie vote.

Vice President

(b) The Vice President shall act in the place and stead of the in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.


Secretary

(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notices 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

(d) The Treasurer shall oversee the receipt and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall co-sign all checks and promissory notes of the Association; oversee proper keeping of books of account; from time to time cause an audit of the Association books by a public accountant; prepare an annual budget and a statement of Income and expenditures to be presented to the membership at its regular meeting, and deliver a copy of each to the members.


ARTICLE IX

Committees

The Board of Directors shall appoint committees as deemed appropriate in carrying out its purpose.

ARTICLE X

Books and Records

Section 1. Books and Records The books and records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable costs.

Section 2. Bank Accounts The Association shall keep four (4) accounts at a federally insured bank or savings institution named and for use as follows:

(a) Operating Account. A general operating account to receive funds from annual assessments, miscellaneous charges and all other sources except those funds designated for accounts (b), (c) and (d) below and used to pay all obligations of the Association except for those obligations designated for accounts (b), (c) and (d) below.

(b) Water Account. An account to receive that monthly portion of the assessment designated by the board of directors for the monthly water bills and to pay that particular obligation. It is expressly permitted that all funds may be deposited into account (a) above and that a payment or transfer may be made from account (a) above to this account each month to satisfy this obligation.

(c) Emergency Account. An account to be maintained for the purposes of emergency expenditures over and above normal operating expenses or reserve account items. Funds from said account shall only be expended upon an affirmative vote of fifty-percent (50%) of the members of the board of directors present and voting. Funding for said account shall be provided from the general operating account as directed by a majority vote of the board of directors. It is expressly permitted that all funds may be deposited into account (a) above and that a payment or transfer may be made from account (a) above to this account each month as directed by the board of directors.

(d) Reserve Account. An account to be maintained and receive funds for any and all special assessments or reserves as voted on by the full membership and to pay obligations incurred for special assessments or reserves as voted on and approved by a vote of the board of directors or full membership. Further it is expressly permitted that excess funds from account (a) above, the Operating Account my be deposit transferred to the Reserve Account as directed by a majority vote of the board of directors present and voting. It is expressly permitted that all funds may be deposited into account (a) above and that a payment or transfer may be made from account (a) above to this account each month to satisfy this obligation

All expenditures from accounts (a), (b), (c) or (d) above shall require the signatures of two (2) officers of the board of directors.

Section 3. Independent Audit. Every three years the President of the Board of Directors shall engage the services of an independent outside auditor to examine the books and records of the association and to prepare a report for delivery to the full board on the condition of the books and records. Said auditor shall be a Certified Public Account (CPA) authorized to do business in the State of Arizona.

Section 4. Budget. Each year at the October board meeting the President of the Board of Directors shall present to the board a proposed budget for the following fiscal year. Said budget shall be reviewed by all members of the board and final approval of the budget shall voted on no later than the regularly scheduled monthly board meeting in December of each year, however final approval may be given at a regularly scheduled meeting earlier than December or at a special meeting called for the purpose of approval.


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 when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear a late fee as set by the Board and 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 Area or abandonment of his Lot.

ARTICLE XII

Corporate Seal

The Association shall have a seal in circular form having within its circumference the name of the corporation, NORTHERN MANOR WEST TOWNHOUSE ASSOCIATION, the year it was organized and the word "Arizona".


ARTICLE XIII

Amendments

Section 1. Unless the Articles of Incorporation provides otherwise, the original bylaws of the Corporation shall be adopted by the Board of Directors. The power to alter, amend or repeal the Bylaws or adopt new Bylaws subject to repeal or change of action of members shall be invested in the Board of Directors unless reserved to members by the Articles of incorporation.

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

ARTICLE XIV

Miscellaneous

The fiscal year of the Association shall begin on the first day of January and end on the31st day of December of every year.