Red Bank Oaks Property Owners' Association
This governance is effective 13 July 2002 and supercedes original bylaws dated 21 November 1975
Section 1.01. Classes of Membership and Rights. The corporation shall have one class of members only, and the voting, and other rights, interests, and privileges of each member shall be based on one vote per full parcel owned. No member shall have any ownership interest of property right in any specific assets of the corporation. The qualifications for membership shall be the, simple ownership of a parcel of land covered by the Declaration of Covenants, Conditions, and Restrictions of February 2, 1971, recorded in Book 563 of the Official Records of Tehama County, California, at page 634 on March 17, 1971 and amended accordingly.
Section 1.02. Dues and Assessments. Dues and/or assessments shall be as set forth in the Declaration of Red Bank Oaks Property Owners' Association (formerly Ridgecreek Property Owners' Association and Clover Creek Ranch) effecting the real property.
Section 1.03. Transferability of Membership. Membership is nontransferable and nonassignable except by ownership of said real property.
Section 1.04. Termination of Membership. Membership shall terminate whenever a person ceases to be a record owner of any part of the real property.
MEETINGS OF MEMBERS
Section 2.01. Place. Meetings of members shall be held from time to time at places designated by the Board of Directors.
Section 2.02. Regular and Annual Meetings. Members shall meet regularly on the third (3rd) Saturday of October but may flexibly schedule for any Saturday within the month of October commencing in October 2001. The yearly meeting shall be known as the annual meeting and shall be held for the purpose of electing directors and transacting such other business as may come before it. The October meeting will be accompanied with a complimentary meal, provided by the Association in picnic fashion, for all landowners attending.
Section 2.03. Special Meetings. Special meetings shall be called by the President of the corporation and held at such times and places within or without the State of California as may be ordered by resolution of the Board of Directors or by members holding not less than fifty percent (50%) of the voting power of the corporation. One special meeting will occur 6-8 months after the October meeting. This meeting is intended to be nothing more than a gathering of landowners to provide an opportunity to meet each other and enjoy a picnic-style meal compliments of the Association (In October 2003, landowners voted to eliminate Association-sponsored meals at the special meetings due to limited funds available). Notwithstanding, the Board of Directors may officially hold an open meeting during this time if requested by the landowners present. Otherwise, the Board of Directors my use this opportunity to meet amongst themselves on any pertinent matters.
Section 2.04. Notice. Notice of the time and place of meetings shall be delivered to each member personally or by mail at least seven (7) days prior to such meeting, provided, however, that notice of all regular meetings, except the annual meeting, is hereby dispensed with.
Section 2.05. Contents of Notice. Notice of meetings not hereby dispensed with shall specify the place, the day, and the hour of the meeting and, in the case of special meetings, the general nature of the business to be transacted. Proxy solicitations shall be included with each notice of meetings distributed.
Section 2.06. Quorum. For matters requiring a full vote of the landowners, a majority representation of all parcels within the Association, whether those voting by mail, attending in person, or by proxy, shall constitute a quorum for the transaction of business, and, except as otherwise provided by law, by the Articles of Incorporation, or by these bylaws, no business shall be transacted in the absence of this quorum.
For matters requiring a vote of the Board of Directors only, a majority representation of the current board members, whether those voting by mail, attending in person, or by proxy, shall constitute a quorum for the transaction of business, and, except as otherwise provided by law, by the Articles of Incorporation, or by these bylaws, no business shall be transacted in the absence of this quorum.
Section 2.07. Voting by Proxy. Voting by proxy shall be authorized. Proxy solicitations will be sent to landowners along with notice of meetings. To ensure the integrity of proxy submissions, all landowners must submit their proxy directly to the Board of Directors using the official Red Bank Oaks Property Owners' Association mailing address. The Board of Directors will identify and document proxies received on the sign-in sheets for each meeting prior to distributing the proxies at the meeting. Sign-in sheets with documented proxies are to be permanently filed with Association documents in a designated Proxy File. Absentee landowners may assign any other landowner, to include any member of the Board of Directors, as their proxy. If the landowner of their choice does not attend the meeting, the proxy is void and no vote is counted. All proxies will be dated and good only for the one meeting assigned to it. If no issues arise to be voted on at the meeting, the proxy becomes void. This procedure is to repeat itself for each subsequent meeting.
Section 2.08. Conduct of Meetings. Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these bylaws, with the Articles of Incorporation of this corporation, or with law.
Section 3.01. Powers. The directors shall exercise the powers of the corporation, control of its property, and conduct its affairs, except as otherwise provided by law.
Section 3.02. Election and Terms of Office. Directors shall be elected at the annual meeting as defined in Section 2.02 hereof and shall hold office until the next annual meeting of members and until their successors are elected and qualified. Candidates receiving the highest number of votes up to the number of directors to be elected are elected. Directors named in the Articles shall hold office until the election of their successors at the first annual meeting of members.
Section 3.03. Compensation. Directors shall serve without compensation; however, all directors will be reimbursed for all out-of-pocket expenses and travel expenses incurred during the course of business of the corporation. Such expenses will be submitted with verifiable receipts to be recorded and filed by the Treasurer prior to reimbursement.
Section 3.04. Meetings
a) Directors shall meet at the place of their selection on the third (3rd) Saturday of October but may flexibly schedule for any Saturday within the month of October commencing in October 2001.
b) Notice of the time and place of meetings shall be delivered to each director personally or by mail at least seven (7) days prior to any such meeting; provided, however, that notice of regular meetings is hereby dispensed with.
c) A majority of directors shall constitute a quorum for the transaction of business. On all matters requiring a vote by the Directors, a majority vote of the Directors whether by mail, in person, or by proxy shall control.
d) In the absence of a quorum, the Board shall transact no business, except as otherwise expressly provided by law, and the only motion the Chair shall entertain is a motion to adjourn.
e) Meetings of directors shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these bylaws, with the Articles of Incorporation, or with law.
Section 4.01. Number and Titles. The corporation shall have a President, a Vice President, a Secretary, a Treasurer, and an Adjutant.
Section 4.02. Qualification, Election, Term of Office, and Vacancies. Officers of the corporation shall be elected from among the directors by the Board at its first regular meeting following the annual meeting of members. Terms of office shall be concurrent with the terms of the directors holding such offices. Vacancies shall be filled by the Board.
Section 4.03. Duties of the President. The President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board, supervise and control the affairs of the corporation. He/she shall perform all duties incident to his/her office and such other duties as provided in these bylaws or as may be prescribed from time to time by the Board of Directors.
Section 4.04. Duties of the Vice President. The Vice President shall perform all duties, and exercise all powers, of the President when the President is absent or is otherwise unable to act. The Vice President shall perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 4.05. Duties of the Secretary. The Secretary shall keep minutes of all meetings of members and of the directors, shall be the custodian of the corporate records, shall give all notices as are required by law or by these bylaws, and, generally, shall perform all duties incident to the office of the Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned to him/her from time to time by the Board of Directors.
Section 4.06. Duties of the Treasurer. The Treasurer shall have charge and custody of all funds of the corporation, shall deposit such funds as required by the Board of Directors, shall keep and maintain adequate and correct accounts of the corporation's properties and business transactions, shall render reports and accountings to the Directors and to the members as required by the Board of Directors or members, and shall in general perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned to him/her from time to time by the Board of Directors.
Section 4.07. Duties of the Adjutant. The Adjutant shall perform such duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned to him/her from time to time by the Board of Directors.
Section 5.01. Committees. The Board of Directors, by resolution, may from time to time designate Ad Hoc committees for specific purposes. The resolution designating the committee shall provide for the appointment of its members and Chairman, state its purpose, and provide for its termination. Such resolution will be duly recorded and filed with minutes of the meetings.
Section 6.01. Calendar Year. The corporation shall keep its books on the cash basis of accounting and on the calendar year.
Section 6.02. Corporate Seal. The corporation shall have a seal which shall be in such form and contain such matter as shall be specified by resolution of the Board of Directors. The seal shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument.
Section 6.03. Execution of Checks, Notes, Contracts. Except as otherwise provided by law, checks, drafts, promissory notes, orders for payment of money, and other evidences of indebtedness of the corporation shall be signed by the Treasurer or President; any contract, lease or other instrument executed in the name of and on behalf of the corporation, shall be signed by the President or by the Vice President in his/her absence, and countersigned by the Secretary and shall have attached to it a copy of the resolution of the Board of Directors certified by the Secretary authorizing its execution.
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Red Bank Oaks Property Owners' Association