Red Bank Oaks
Ridgecreek Property Owners' Association
A California Corporation
Classes of Membership and Rights
Section 1.01. 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 acre owned. No member shall have any ownership interest of property right in any specific assets of the Corporation. The qualifications for membership shall be fee, 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.
Section 1.02. Dues and/or assessments shall be as set forth in the Declaration of Ridgecreek Property Owners' Association (formerly Clover Creek Ranch) effecting the real property.
Transferability of Membership
Section 1.03. Membership is nontransferable and nonassignable except by ownership of said real property.
Termination of Membership
Section 1.04. 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. Meetings of members shall be held from time to time at places designated by the Board of Directors.
Regular and Annual Meetings
Section 2.02. Members shall meet regularly on the third Tuesday of October, commencing in October 1976. The yearly meeting shall be know as the annual meeting and shall be held for the purpose of electing directors and transacting such other business as may come before it.
Section 2.03. 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.
Section 2.04. 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.
Contents of Notice
Section 2.05. 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.
Section 2.06. A majority of those 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 by-laws, no business shall be transacted in the absence of a quorum.
Voting by Proxy
Section 2.07. Voting by proxy shall be authorized.
Conduct of Meetings
Section 2.08. 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 by-laws, with the Articles of Incorporation of this corporation, or with law.
Section 3.01. The directors shall exercise the powers of the corporation, control of its property, and conduct its affairs, except as otherwise provided by law.
Election and Terms of Office
Section 3.02. 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. 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.
a) Directors shall meet at the principal office of the corporation on the third Tuesday of October commencing in October 1976.
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) Two directors shall constitute a quorum for the transaction of business.
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 by-laws, with the Articles of Incorporation, or with law.
Number and Titles
Section 4.01. The corporation shall have a President, a Vice President, and a Secretary-Treasurer.
Qualification, Election, Term of Office, and Vacancies
Section 4.02. 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.
Duties of the President
Section 4.03. 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 shall perform all duties incident to his office and such other duties as provided in these by-laws or as may be prescribed from time to time by the Board of Directors.
Duties of the Vice President
Section 4.04. 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.
Duties of the Secretary
Section 4.05. 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 by-laws, 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 by-laws, or which may be assigned to him from time to time by the Board of Directors.
Duties of the Treasurer
Section 4.06. 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 by-laws, or which may be assigned to him from time to time by the Board of Directors.
Section 4.07. Officers of the corporation shall serve without compensation; however, all officers will be reimbursed for all out-of-pocket expenses and travel expenses incurred during the course of business of the corporation.
Section 5.01. 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.
Section 6.01. The corporation shall keep its books on the cash basis of accounting and on the calendar year.
Section 6.02. 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.
Execution of Checks, Notes, Contracts
Section 6.03. 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 Secretary-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 Secretary and countersigned by the President, or by those authorized by the President to so sign on behalf of the corporation, and shall have attached to it a copy of the resolution of the Board of Directors certified by the Secretary authorizing its execution.
Dated November 21, 1975
Margaret Desmond, Secretary-Treasurer Date
Sam Weeks Date
James Couch Date
Copyright © 2008
Red Bank Oaks Property Owners' Association