AMENDED AND RESTATED
BY-LAWS OF
NEIGHBORHOOD PROPERTY OWNERS' ASSOCIATION
OF FOUNTAIN HILLS, ARIZONA, INC.
Section 1. The name of the corporation is the NEIGHBORHOOD PROPERTY OWNERS' ASSOCIATION OF FOUNTAIN HILLS, ARIZONA, INC., (herein after referred to as the Association).
Section 2. The principal office of the Association shall be at such location as shall be determined by the Board of Directors of the Association. Said location to be within the boundaries of the Town of Fountain Hills, Arizona.
ARTICLE II
MEMBERSHIP
Section 1. All property owners in Fountain Hills, Arizona, who own lots in plats that have elected to join the Association under the terms and conditions stated in the Articles of Incorporation of the Neighborhood Property Owners’ Association of Fountain Hills, Arizona, Inc. (herein after referred to as the Articles), shall be Members of the Association (herein after referred to as Members). There shall be no other Members of the Association.
ARTICLE III
MEETINGS OF MEMBERS AND DELEGATES
Section 1. Annual Meeting. The Annual General Meeting of the Association shall be held on or about the third Wednesday in April at a location within Fountain Hills, Arizona. The precise date and time of the General Meeting shall be determined in advance by the Board of Directors of the Association (herein after referred to as the Board).
Section 2. Special Meetings. Special meetings of the Delegates may be called at any time by the President or by the Board. The Agenda for such a Meeting shall consist entirely of the items for which the special meeting was called.
Section 3. Notice of Meetings.
A: The Secretary of the Association shall notify Members of the Association and the Congress of Delegates of the venue, date, time and purpose of that meeting by publishing a notice in the local newspaper on two (2) successive Wednesdays prior to the meeting.
B: Each registered member of the Congress of Delegates, (herein after referred to as the Delegates) as described in ARTICLE V, Section 1 of these Bylaws shall also be notified by regular mail not less than ten (10) days or more than thirty (30) days prior to such a meeting.
Section 4. Quorum.
Delegates. A Quorum of the Congress of Delegates shall consist of those present of the eligible Delegates.
Section 5. Voting. At all meetings of the Congress of Delegates voting shall be limited to those Delegates present. Proxies shall not be permitted.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Number. The Board of Directors shall be Members of the Association and shall manage the affairs of the Association.
The Board shall consist of not less than three (3) or more than nine (9) Directors.
The chairperson of the Architectural Committee, if not an elected Director, shall be an ex officio member of the Board.
Section 2. Term of Office. Elections to the Board shall be held at the annual meeting of the Congress of Delegates. Directors shall hold office until the next annual meeting of the Congress of Delegates or until their successors are elected.
Section 3. Resignations, Removals and Vacancies. Directors may be removed from or replaced on the Board by a majority vote of the Congress of Delegates present at either the Annual Meeting or at a Special Meeting called expressly for this purpose.
The members of the Board of Directors may, for reasonable cause and by a vote of not less than two-thirds (0.66) of all members of the Board of Directors, remove any Director from the Board.
Any Director who, after having been advised of a violation and having gone through all of the appeal and arbitration processes, refuses to abide by the conditions of the Declaration of Reservations shall resign immediately.
Any Director who, after having been duly elected to the Board of Directors, becomes involved in litigation with the Association shall resign immediately upon the filing of said litigation.
Any Director who moves outside of a member plat of the NPOA shall resign immediately.
Section 4. Compensation. No Director shall receive compensation for any service he or she may render to the Association in the capacity of Director. Directors may, upon approval of the Board, be reimbursed for actual expenses incurred in the performance of their duties as a Director.
Section 5. Action Taken Without a Meeting. The Board shall have the right to take any action in the absence of a meeting that they could take at a meeting, but only upon majority approval of all of the Directors. All actions so approved shall have the same effect as though taken as a duly noticed meeting of the Board at which a quorum of Directors was present in person.
Section 6. Qualification for Membership on the Board of Directors.
The following is a list of the qualifications required to be a member of the Board of Directors:
Be a minimum of 21 years of age.
Currently own property in and reside full time (year round) in Fountain Hills in a member plat of the NPOA - renters are not eligible to be on the Board of Directors.
Have lived in a member plat for a minimum of 6 months.
Be a member in good standing, good standing defined as:
In compliance with the conditions of the Declaration of Reservations
Not involved in any litigation with the Association.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Congress of Delegates. A Congress of Delegates shall be selected for the purpose of electing Directors to the Board and for the purpose of approving or rejecting any proposed amendments to these Bylaws.
The Members from each plat within the Town of Fountain Hills that have joined the Association shall select Delegates to the Congress of Delegates in the following manner:
A: Each plat with fifty (50) or fewer lots shall have one (1) Delegate.
B: Each plat with fifty-one (51) through one hundred and fifty (150) lots shall have two Delegates.
C: Each plat with one hundred and fifty-one (151) through two hundred and fifty (250) lots shall have three Delegates.
D: Each plat with two hundred and fifty-one (251) lots or more shall have four Delegates. A Delegate may not represent more than one (1) plat.
The Delegates from each plat shall be selected in one of the following ways:
E: The Members from any Plat may select any procedure for selection of their Delegate(s), if the procedure for selection of Delegates is initially approved by a majority of Members of that Plat.
F: If any plat fails to select its DeIegates to the Congress of Delegates within ten (10) days after the Annual General Meeting, the incoming Board of Directors of the Association shall have the right to select Delegates to represent such a plat through the next Annual General Meeting. Such Delegates may be replaced at any time, pursuant to the previous Paragraph E.
Section 2. Nomination. A nominating committee of five individuals shall make nominations for election to the Board. Nominations may also be made from the floor at the annual meeting of the Congress of Delegates.
The nominating committee shall consist of a chairperson, who shall be a member of the Board of Directors, and four (4) other persons who are Members of the Association, at least two (2) of whom shall not be members of the Board of Directors.
No more than one (1) person from any plat may be a member of the nominating committee. The Board shall appoint the nominating committee at least thirty (30) days prior to each Annual General Meeting. The nominating committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number of vacancies which are to be filled. Persons nominated for the position of Director shall be Members of the Association.
Section 3. Election. Election to the Board shall be by secret written ballot of the Congress of Delegates unless the number of nominees is the same as the number of vacancies to be filled, in which case election may be made by a show of hands. Each Delegate voting shall cast one vote with respect to each vacancy. Cumulative voting shall be permitted. The persons receiving the largest number of votes shall be elected except that no more than three (3) Directors may be elected from any plat.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board shall be held at least quarterly at such location and hour as may be fixed from time to time by resolution of the Board.
Section 2. Special Meetings. Special meetings of the Board shall be held when called by the President of the Board or by any two (2) Directors upon not less than three (3) days’ notice to each Director.
Section 3. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act performed or authorized and every decision made by a majority vote of the Directors at a duly held and noticed meeting shall be regarded as the act of the Board.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board shall exercise on behalf of the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the Members or Delegates by other provisions of these Bylaws or the Articles. Assuming no conflicts with the Declaration or the Articles, such power shall include, but not be limited to:
A: The power to create and fill vacancies in the Committee of Architecture, as defined in the Articles.
B. To establish rules and guidelines for the conduct and duties of the Committee of Architecture to enforce the provisions of the Declaration of Reservations, as defined in the Articles.
C. To establish fee schedules for permits and violations which may be changed from time to time.
D. To employ persons and entities to assist the Board and Association.
E. Any vacancies occurring on the Board of Directors may, at the discretion of the remaining Board members, be filled by any qualified member of the NPOA. The Board approved Director shall serve until the next Annual General Meeting.
Section 2. Duties. The Board shall keep a complete and accurate record of all acts and affairs of the Association. A financial statement shall be presented to the Members at the Annual General Meeting, and at any Special Meeting when such a statement is requested in writing.
OFFICERS OF THE BOARD OF DIRECTORS
Section 1. Number of Offices. The officers of the Board shall consist of a President, Vice President, Secretary, Treasurer and such other officers as the Board may from time to time create by resolution.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board following each Annual General Meeting.
Section 3. Term. The officers of the Board shall be elected annually by the Board. Each officer shall hold office for one (1) year unless he or she shall resign, be removed or otherwise disqualified to serve, or unless elected for a time period specified to be less than one (1) year.
Section 4. Resignation and Removal. The Board may remove any officer from office. Any officer may resign upon 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 5. Vacancies. A vacancy in any office shall be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer replaced.
Section 6. Multiple Offices. The same person may hold the offices of Secretary and Treasurer. Other than for these two offices, no person simultaneously shall hold more than one (1) office.
Section 7. Duties of the Officers.
A: President: The President shall preside at all meetings of the Members, the Congress of Delegates and the Board. The President shall see that orders and resolutions of the Board are carried out, shall sign all contracts and other documents on behalf of the Association.
B: Vice President: The Vice President shall preside at any meeting at which the President is absent.
C: Secretary: The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and Congress of Delegates, shall cause notice of all meetings to be given, 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.
D: Treasurer: The Treasurer shall receive and deposit all funds received by the Association in appropriate accounts, shall disburse such funds as directed by the resolution of the Board, shall sign alI checks and promissory notes of the Association, shall keep proper books of account, shall cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year, shall prepare a statement of income and expenditures and shall present same to the Members at the Annual General Meeting.
E: Delegation: The Board may delegate the duties listed above or other duties to a manager, managing agent, one or more employees or other persons; however, such delegation, subject to the Article entitled Indemnification, shall not relieve any Director of his or her responsibility for such duties.
F: The Executive Committee: The officers of the Board shall comprise an Executive Committee to act on behalf of the Board of Directors between its meetings. Any three (3) officers shall comprise a quorum. All actions of the Executive Committee shall require ratification by a majority vote (See ARTICLE VI, Section 3) of the Directors at the next scheduled meeting of the Board. The chairperson of the Architectural Committee shall be an ex officio member of the Executive Committee.
ARTICLE IX
The Association shall indemnify all of its present and past Directors, officers, members of the Committee of Architecture, employees and agents to the maximum extent authorized by law, against expenses incurred by them, including without limitation, legal fees, judgments and penalties rendered or levied against them or against any of them in any legal action brought against any such person while acting within the scope of his or her authority or employment by the Association, provided that the Board shall determine in good faith that such person did not act, fail to act, or refuse to act with gross negligence or with fraudulent or criminal intent with regard to the matter involved.
No such indemnification shall be available with respect to liabilities under the Securities Act of 1933.
The Association shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been applicable shall have unreasonably refused to permit the Association to defend him or her in any such legal action through counsel chosen by the Association.
Whenever any such person shall report to the President of the Association that he or she has incurred or may incur any indemnifiable expenses, the Board shall, at its next regular meeting or at a special meeting held within a reasonable time thereafter, determine in good faith whether such person acted, failed to act or refused to act with gross negligence or with fraudulent or criminal intent in regard to the matter involved in the action.
ARTICLE X
COMMITTEES
The Board shall appoint:
A: An Architectural Committee of not less than five (5) and not more than nine (9) members,
B: A Nominating Committee as provided in these Bylaws,
C: Such other committees as it deems appropriate in carrying out the purposes of the Association.
BOOKS AND RECORDS
The books, records, papers and Articles and Bylaws of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member at the principle office of the Association. Copies may be purchased at reasonable cost as determined by the Board of Directors.
These Bylaws may be amended in a manner not inconsistent with the Articles or the Declaration of Reservations of Fountain Hills, by a vote of the majority of the Directors and by a majority vote of the Delegates attending the Annual Meeting.
The fiscal year of the Association shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December of each year.
RULES OF ORDER
The current edition of Robert's Rules of Order Newly Revised shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with the Articles and Bylaws and/or any special rules of order which the organization may adopt.
Original Document : Adopted July 14, 1992
First Revision : Adopted August 29, 1992. Ratified September 11, 1992
Second Revision : Adopted March 16, 1993. Ratified April 21, 1993
Third Revision : Adopted April 20, 1994
Fourth Revision : Adopted January 18, 2001 Ratified March 21, 2001
Fifth Revision : Adopted May 1, 2004 Ratified May 4, 2004
Sixth Revision: Adopted September 8, 2004 Ratified May 7, 2005