Northridge Village Neighbors

ByLaws

ByLaws

BYLAWS
OF
NORTHRIDGE VILLAGE HOMEOWNERS ASSOCIATION

ARTICLE I Section 1. Home Office. The home office of the Corporation shall be at Phoenix, Maricopa County, Arizona, but offices may be maintained elsewhere and meetings of the Board of Directors and of the Members may be held at any place to the same effect as though held at the home office.

Section 2. Corporate Seal. The use of a seal shall not be required on any instrument whatsoever, but in the discretion of the officers a seal may be used in either of the following forms: (a) a circle having on the circumference thereof “CORPORATE SEAL” and in the center “ARIZONA” or (b) a circle having in the center “INCORPORATED 1978 ARIZONA” and on the circumference thereof “NORTHRIDGE VILLAGE HOMEOWNERS ASSOCIATION.”

ARTICLE II
MEMBERS’ MEETINGS

Section 1. Annual Meeting. Annual meetings of the Members of the Association shall be held on the first Wednesday of September after Labor Day, each year or on the next succeeding Wednesday of if such day be a holiday. Such meetings shall be held at the home office of the Association or at such place as may be specified in the notice of meeting. Not less than twenty (20) days’ written notice of the annual meeting shall be given by the Secretary by mail.

Section 2. Special Meetings. Special meetings of the Members may be held at any place upon call of the President, the Secretary or the Board of Directors. Unless a greater notice be required by law, seven (7) days’ notice must be given for special meetings. Notice of such meetings may be waived by any Member, and such notice will be conclusively deemed to have been waived by any member who is actually present.

Section 3. Quorum. At any meeting of the Members, a quorum shall be considered present if the holders of a majority of the voting power of the Association are present, either in person or by proxy, and in the absence of a quorum, the meeting shall be adjourned from time to time until a quorum shall be present.

Section 4. Voting. At any meeting of the Members, each Member shall be entitled to the voting power indicated in the Articles of Incorporation. Voting may be in person or by proxy. The Directors may fix a record day any number of days not exceeding seven (7) in advance of a Members’ meeting, but in the absence of a determination of a record day, the day of the meeting shall be the record day. The person entitled to vote such membership shall be determined under the provisions of Article IV of the Articles of Incorporation, as of the record day.

ARTICLE III
BOARD OF DIRECTORS

Section 1. Number of Directors. The Board of Directors shall consist of five (5) persons.

Section 2. Qualification and Election of Board of Directors. At each annual meeting of Members, Directors shall be elected to serve until the next annual meeting of Members, or until their successors shall be duly elected or appointed. Directors may be elected to succeed themselves.

Section 3. Vacancies. In case of a vacancy of the Board of Directors, occurring otherwise than through expiration of term, the remaining Directors shall appoint a person to serve until the next annual meeting of Members. The failure of the Board of Directors to fill vacancies in their own number shall not operate to reduce the size of the Board of Directors, but the Directors actually in office shall at any time constitute the Board of Directors, provided, however, that should the number of Directors actually in office fall below three (3), the remaining Directors shall be without power to take any action except to fill vacancies in their number.

Section 4. Power and Duties. It shall be the duty of the Board of Directors to elect from its own membership or otherwise the officers of the Association, who shall serve at its pleasure, and to give general oversight to the affairs and business of the Association.

Section 5. Meetings. Annual meetings of the Board of Directors shall be held immediately following each annual meeting of the Members. No notice of such meeting shall be required.

Section 6. Other Regular Meetings. The Board may fix a regular meeting day, monthly, quarterly or otherwise, and when such day be fixed, no notice of regular meetings held on such day shall be required.

Section 7. Special Meetings. Special meetings of the Board of Directors may be held at any time and at any place upon twenty-four (24) hours’ notice by the President or the Secretary. Notice of such meetings may be waived by any Director, and such notice will be conclusively deemed to have been waived by any Director who is actually present.

Section 8. Quorum. A majority of the whole number of Directors then in office shall constitute a quorum.

ARTICLE IV
OFFICERS

Section 1. Chairman of the Board. The Chairman of the Board, if one be elected, shall preside at all Board meetings.

Section 2. President. The President shall have immediate charge of the conduct of the business of the Association. He shall sign all contracts, leases and other instruments, shall preside at all meetings of Members, and shall perform such other duties as the Board shall direct.

Section 3. Vice President. In the absence of the President, the Vice President shall have all powers and perform all his duties.

Section 4. Treasurer. The Treasurer shall have custody of the books of account of the Association and shall see that they are properly kept. The Treasurer shall be the sole Association officer with power or authority to collect, account for or pay over any tax imposed by an Federal, state or city government or governmental authority.

Section 5. Secretary. The Secretary shall see that the minutes of all meetings of the Members and Directors are properly preserved and kept.

Section 6. Assistants. The Board of Directors may from time to time name any number of Assistant Secretaries, and any number of Assistant Treasurers. Such Assistants shall have such duties as may be assigned to them, and, each shall have, in the absence of his principal, the powers and duties thereof of such principal, save and except only that no Assistant Secretary shall have any power whatsoever save and except only the power to certify to the correctness of copies of resolutions of the Board of Directors of the Association and to attest to the execution of instruments by the President or a Vice President of the Association. No Assistant Treasurer shall have any power or authority to collect, account for or pay over any tax imposed by an Federal, state or city government or governmental authority.

Section 7. Combination of Officers. In the discretion of the Board of Directors, any person may be named to more than one office, and any office may remain unfilled for any period. The President may not serve concurrently as Vice President, however.

Section 8. Additional Offices and Officers. The Board of Directors may create additional offices, may appoint additional officers, may fix the duties of all officers in such manner as it sees fit (subject only to these Bylaws), and may delegate to any officer any of the duties and responsibilities herein cast upon another officer.

ARTICLE V
AMENDMENTS

Section 1. Amendments. These Bylaws may be amended, modified, repealed or superseded at ay time by a majority vote of the Board of Directors.

ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. General. The powers and duties of the Board of Directors outlined herein shall be in addition to those powers and duties which generally obtain with respect to boards of directors of corporation, whether profit or nonprofit.

Section 2. Powers. The Board of Directors shall have power to:
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;
Take any action in any way permitted the Association or it’s Board of Directors, under the Articles of Incorporation of the Association, these Bylaws, or the Declaration of Covenants, Conditions and Restrictions recorded in (Docket) records of Maricopa County, Arizona, unless any such matters are exclusively reserved to the membership by other provisions of said documents;
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
Employ a manager, an independent contractor, or such other employees as they deem necessary, and prescribe their duties.

Section 3. Duties. It shall be the duty of the Board of Directors to fulfill the functions entrusted to it under the aforesaid Declaration, Articles of Incorporation, and Bylaws including (but without limitation) fixing assessments and notifying owners thereof, foreclosing liens, procuring and maintaining adequate insurance, causing employees with fiscal responsibilities to be bonded, and attending to the maintenance of the common areas.

Section 4. Independent Contractors. Notwithstanding the powers and duties placed upon the Board of Directors and the officers pursuant to other provisions of the Bylaws, the Board of Directors has the right and the authority to enter into management contracts with individuals or corporations providing management contracts with individuals or corporations providing for the management of the condominium providing for the management company to perform all the ministerial duties placed on the Board of Directors and the officers, including the duties of computing assessments, collecting assessments, maintaining books and records, and maintaining a checking account on behalf of the Association wherein the funds of the Association are kept.

ADOPTED by the Board of Directors of NORTHRIDGE VILLAGE HOMEOWNERS ASSOCIATION at Phoenix, Arizona, the 6th day of March,1984
/s/___________________________ /s/__________________________
/s/___________________________ /s/__________________________
/s/___________________________ DIRECTORS

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