BYLAWS
OF
CONTEMPO
MARIN HOMEOWNERS ASSOCIATION
A
Non profit
Association
ARTICLE
I
OFFICES
Section
1.01.
Name and Principal office. The name of this Association is Contempo
Marin Homeowners Association hereafter called - the Association. The
principal office for the transaction of the business of the
Association shall be the residence of the President of the
Association.
Section
1.02.
Change of Address. The Board of Directors (hereinafter called the
Board) may change the principal office from the residence of the
President to another location by majority vote, and noting the
changed address and effective date thereof, notifying all members
thereof. Such changes of address shall not be deemed an amendment to
these Bylaws.
I
ARTICLE
II
OBJECTIVES
AND PURPOSES
Section
2.01.
Objectives and Purposes. The objectives and purposes of this
association are to:
(a) encourage
and assist resident homeowners of Contempo Marin
Homeowner’s
Association in all dealings and negotiations with management relative
to any facet of management/homeowner relationships;
(b) assist
resident homeowners in understanding and using their rights and
privileges;
(c) establish
and maintain an active liaison with park management through the CMHOA
Board; and
(d) promote
the
general
welfare of all homeowners.
ARTICLE
III
MEMBERS
Section
3.
Determination of Members. Membership shall be of one class, open to
and limited to all natural persons, who are resident homeowners
whether rent controlled or not.
All
resident homeowners shall become members of the Association. Dues, if
any, shall be recommended by the Board - and approved by a written
ballot vote by the general membership as described in Section
6.04(b).
In
cases of hardship, consult with the Treasurer of the Board for the
fee schedule.
Membership
shall continue as long as the homeowner lives in Contempo Marin.
ARTICLE
IV
BOARD OF
DIRECTORS
Section
4.01.
Number. The Board of Directors- (hereinafter called the Board) shall
consist of eleven
(11) members of the Association. The numbers may be changed by
amendment to this Bylaw, or by repeal of this Bylaw and adoption of a
new Bylaw, as provided in these Bylaws.
Section
4.02.
Members. The members of the Board shall consist of:
(a) Four
officers: President, Vice President, Secretary and Treasurer
(b) Five
(5) directors.
(c) The
Immediate two Past Presidents shall be a members of this board
Section 4.03.
Powers & Responsibilities:
(a) The Board
shall have all the powers necessary for the administration of the
business of the Association and may do all such acts and things as
are not by law or by these Bylaws prohibited or directed to be
exercised and done by the members.
(b) All
communications, written or verbal, which are policies of the
Association, shall have prior approval of the Board.
(c) The
Board shall meet at least 10 times each year.
(d) The Board
shall provide for a monthly general membership meeting at least 10
times each year,
(e) Emergency
meetings of the general membership may be called by the Board with no
less than 7 days notice
(f) All
meetings of the Board of Directors shall be closed except upon
invitation of the President and the Board.
(g) There shall
be an Executive Committee of the Board of Directors consisting of the
President, the Vice President and the Immediate Past President whose
duty it is to make emergency decisions between General Membership and
Board of Director meetings. They shall communicate such actions to
the full Board as soon as possible after having taken such action.
(h) Board
members who have a total of four (4) unexcused absences from either
Board or Membership meetings shall be removed from the Board. The
removal of an Officer(s) or Director(s) by
the
Board shall be for cause and by a two thirds (2/3) vote of the
total Board. (This is not a new policy. It was moved into section
4.03 from 6.03)
ARTICLE V
DUTIES
OF OFFICERS
Section
5.01.
Length of Terms of Office. No one may serve for more than four
consecutive years
in
any one position as an Officer or Director. No one will be eligible
for board membership for one year after serving four years in
one position.
Any
member may run for an office different from the one just completed,
even if he/she was in that office for 4 full years.
Section
5.02.
President. The term of office and duties of the President shall be:
(a) 2
years in length, limited
to
four consecutive
years, after
which a one-year hiatus is required before the person can run again
for this position.
The election for President is to be held in odd years.
(b) to preside
at all meetings and conduct the business of the Association subject
to the decisions and approval of the Board .
(c) to
meet with the Board and report all activity and proposed activity to
the Board and, together with the Board, shall form the policies
of the Association.
(d) to
appoint committees with the consensus of the Board and receive
committee reports. The President may appoint members to committees
who may be any member of the Association or outside individuals with
specific expertise the Board deems necessary.
(e) to appoint
an interim officer or director from the general membership to fill a
vacancy(ies) on the Board. (See Section 6.03 for election of interim
appointments)
(f) to prepare
an annual report of all aspects of the activities of the Association
for the year. This report shall be presented to the membership at the
June Annual Meeting.
(g) to perform
all duties incident to the office of President and such other duties
as may be required by law or by these Bylaws, or which may be
assigned to him or her from time to time by the Board
Section
5.03.
Vice President. The term of office and duties of the Vice President
shall be:
(a) 2 years in
length, limited to four years, after
which a one-year hiatus is required before the person can run again
for this position.
(b) to assume
the duties of the President and fulfill the unexpired term of the
President in the event the President is unable to fulfill his/her
term.
(c) responsible
to investigate and initiate long-term projects that would benefit the
community. The projects shall come from a variety of sources within
the community.
(d) to perform
all duties incident to the office of Vice President and such other
duties as may be required by law or by these Bylaws, or which may be
assigned to him or her from time to time by the Board
Section
5.04.
Secretary. The term of office and duties of the Secretary shall be:
(a) 2 years in
length, limited to four years, after
which a one-year hiatus is required before the person can run again
for this position.
(b) to keep
minutes
of both General Membership meetings and the Board meetings.
(c) responsible
to perform all duties incident to the office of Secretary and such
other duties as may be required by law or by these Bylaws, or which
may be assigned to him or her from time to time by the Board
(d) cause
to have posted in the Clubhouse the minutes of Membership meetings.
Section
5.05.
Treasurer. The term of office and duties of the Treasurer shall be:
(a)
2 years in length, limited to four years, after which a one-year
hiatus is required before the person can run again for this position.
(b) the
financial officer of the Association, reporting to and responsible to
the Board
(c) responsible
to receive all funds acquired by the Association, and shall receive
all bills and invoices as pertains to the Association and shall
account for each item received and each item disbursed and furnish
receipts therefore.
(d) responsible
to present all bills amounting to more than $100.00 to the Board
prior to payment. The Board will review and approve each such bill to
be paid.
(e) responsible
to maintain and control a checking account in a financial institution
designated by the Board Checks executed on behalf of the
Association shall be signed by (1) either the President or the Vice
President, and countersigned (2) by either the Secretary or Treasurer
(f) responsible
to receive payment of dues from the members, record same, and
maintain a roster of members who have paid dues.
(g) the
Treasurer shall prepare monthly financial reports for presentation to
the Board and General Membership at their monthly meetings. These
reports shall reflect the activity during the month and the status of
the Treasury to date.
(h) the
fiscal year shall extend from the first day of June to the last day
of May
(i) responsible
to certify that officers and directors are current with their dues.
(j) responsible
for preparation of all reports required by Governmental Units for
Non profit Organizations.
(k) responsible
to prepare an annual report of all financial aspects of the
Association's activity to be presented at the June Annual Meeting.
(l) In general,
perform all duties incident to the office of Treasurer and such other
duties as may be required by law or by these Bylaws, or which may be
assigned to him or her from time to time by the Board
Section 5.06.
Directors are limited to serving four (4) consecutive one year
terms, after which
a
one-year hiatus is required before the person can run again for this
position.
There
shall be five (5) Directors on the Board who shall be elected each
year and they shall:
(a) serve
as representatives of the Membership to the Board
(b) serve
as liaison to committees as directed by the President
(c) prepare
reports for Board meetings as requested
(d) perform all
duties consistent with the office
ARTICLE VI
ELECTIONS
Section
6.01
Announcement
of forthcoming Board and Office vacancies shall be made at the April
monthly Membership Meeting of the membership. Nominations will be
accepted in wriing or from the floor at the May monthly Memberhip
meeting. Nominations. Nominations from the floor must include a
writtern or verbal agreement from the person nominated that he/she
will accept the nomination. Nominations shall be closed at the end
of the May monthly Membership Meeting.
Nominations
received shall be certified by the Treasurer that the nominees are
current with their dues, if any, and are members of the Association
as defined in Section 3.00.
Section
6.02 Ballot/voting. In the event there is only one nominee per
office, the President or his/her designee can take a voice vote. The
voice vote may be taken at the close of nominations from the floor at
the May meeting. The result of the voice vote should be restated at
the June Annual meeting after the President’s report. When more
than one candidate per office and/or more than 5 nominees for
director positions has ocurred, they shall be elected by the general
membership by written ballot, one vote per household. The ballot
shall be prepared by the Elections Committee and proceed per section
6.04. Absentee ballots shall be provided on request. Results of the
election shall be announced immediately after the President's annual
report, and the Board shall be installed and perform the duties of
their offices from this time.
Section
6.03
Replacement. Replacement of Officers and Directors shall be by
voice vote if only one candidate is presented, and by ballot vote if
there is more than one candidate, to fulfill
the
term(s) of the member(s) who leave(s) the Board. Permanent
replacement of an Officer(s) or a Director(s) shall be voted into
place at a general membership meeting as soon as possible after
nomination.
Section
6.04
Manner of Voting.
(a) Voting,
whether written or verbal, shall be conducted at meetings; no proxy
voting
shall be permitted.
(b) Bylaws
changes, dues changes, and such changes as affect the entire
membership community shall be conducted by written ballot, one vote
per household, voting time and place to be determined by the Board
and announced at the next membership meeting or by electronic
methods, whichever is most timely. Absentee voting shall be
permitted. No proxy voting shall be permitted.
Section
6.05
Absentee voting:
Members
may apply to the Secretary or the Election Committee Chair for
authorization permitting another member to cast the applicant’s
vote at a future specific meeting. The Secretary or the Election
Committee Chair shall verify that the substitute voter represents a
homeowner who is unable to attend the meeting where voting takes
place. On specific matters, a member may record their own vote with
the Secretary or Election Committee Chair in advance.
ARTICLE
VII
PROCEDURAL
RULES
Section
7.01.
Quorum. For purposes of holding a meeting, the presence, in person of
at least 15 members of the Association (including at least 2 Officers
and 1 Director) shall constitute a quorum. In the absence of a
quorum, the members may take procedural action only, and only if two
Officers and one Director are present.
Section
7.02.
Conduct of Meetings. The current edition of "Roberts Rules of
Order, Newly Revised" shall govern this Association whenever
applicable.
ARTICLE
VIII
COMMITTEES
Section
8.01.
Committees. The Contempo Marin Homeowner’s Association shall have
such committees as may from time to time be designated by resolution
of the Board. Such committees may consist of person(s) who are not
members of the Board.
Section
8.02.
Meetings and Actions. Meetings and actions of committees shall be
governed by, noticed, held and taken in accordance with the
provisions of these Bylaws concerning meetings of the Board. All
committees shall be dissolved at the end of their business or at the
June Annual Meeting when the President presents his/her Annual
Report. The new President, at the June Annual Meeting, may
reconstitute any or all the committees at his/her discretion with the
exception of Standing committees, which are established by a
membership vote. (see Section 8.03)
Section
8.03.
Standing Committees. The Board may
create
Standing Committees as required or allowed by these Bylaws with
concurrence of the Membership. Standing Committees are constituted
to perform a continuing function and remain in existence permanently
or for the life of the assembly that establishes them. Such
committees shall be listed in this section (8.03
ARTICLE
IX
FISCAL
MANAGEMENT
Section
9.01.
Fiscal Year. The fiscal year of the Association shall begin on the
first day of June and end on the last day of May every year. The
commencement date of the fiscal year herein established shall be
subject to change by the Board should Association practice
subsequently dictate.
Section
9.02.
Books and Accounts. Books and accounts of the Association shall be
kept under the direction of the Treasurer.
Section
9.03.
. At the close of each fiscal year, the books and records of the
Association shall be reviewed and a written report furnished to the
Board (SEE 9.04). Based on such reviews, the Associations' Treasurer
shall make an annual report at the June Annual Meeting.
Section
9.04.
Annual Review of books and records: The Board may appoint a
committee of three (3) members from
the general membership at
large to assist the Treasurer in the annual review of the books of
the association. This review shall become a part of the Treasurer’s
annual report to the membership.
Section
9.05.
Execution. With the prior authorization of the Board, all notes and
contracts shall be executed by either the President or the Vice
President, and all checks shall be executed by (1) either the
President or the Vice President, and countersigned (2) by either the
Secretary or Treasurer.
ARTICLE
X
BYLAWS
Section
10.01.
Bylaws of Association. These Bylaws shall supersede any existing
Bylaws.
Section
10.02.
Bylaws Committee. The Board may appoint a Bylaws Committee composed
of five persons from the membership every 6th year from the previous
review, or sooner, if required.
(a) Amendments
may be proposed by six or more members of the Association. The
amendment proposed must be in writing and signed by the person(s)
proposing the amendment and submitted to the Bylaws Committee.
(b) The Bylaws
Committee shall bring to the Board any recommended changes at a
regular Board meeting. The recommended changes, if any, shall be
brought to the next General Membership meeting. Discussion shall take
place, and distribution of changes, if any, shall be made. Voting
shall be by written ballot as outlined in Section 6.04(b
ARTICLE XI
DISSOLUTION
Section
11.01.
Dissolution: No member, Director, officer, employee, or other person
connected with Association, or any private individual, shall receive
at any time any of the net earnings or pecuniary profit from the
operations of the Association, providided that this provision shall
not prevent payment to any such person reasonable compensation for
services performed for the Association in affecting any of its public
or charitable purposes, provided that such compensation is otherwise
permitted by these Bylaws and is fixed by a resolution of the' Board
; and no such person or persons shall be entitled to share in
distribution of, and shall not receive any of the Association assets
on dissolution of the Association. All members, if any, of the
Association shall be deemed to have expressly consented and agreed
that on such dissolution winding up of the affairs of the
Association, whether voluntarily or involuntarily, the assets of the
Association, after all debts have been satisfied, then remaining
assets in the hands.of the Board shall be distributed by the
Association proportionately to Homeowners according to the
contributions made by those Homeowners so contributing.
ARTICLE
XII
MISCELLANEOUS
Section
12.01.
Notices. Any notices permitted or required to be delivered as
provided herein may be delivered in person, by depositing in the
paperboxes of the Homeowners, by mail or
by electronic mail.
If delivery is made by mail, it shall be deemed to have been
delivered forty eight (48) hours after a copy has been deposited
in the United States mail, postage prepaid, addressed to each such
person at the address given by such person to the Board for the
purpose of service of such notice or to the unit occupied by such
person if no address had been given. Such address may be changed
from time to time by notice in writing to the Board.
If delivery is made by email, it shall be deemed to have been
delivered if there is no notice within 24 hours of a non-delivery
computer message.
REV.41502final
REV8/7/11,
Draft #????
REV
8-12-11, Draft#???
REV
2-18-12 Still a draft
REV
6-17-12 accepted 6-12-12
REV
4-16 Approved at 4-5-16 Membership Meeting
REV
5-17 Approved at 5/2/17 Membership Meeting