ARTICLE I
Name and Location
1.1 Name and Location. The name of the association is Emerald Hills Homeowners Association, Inc., hereinafter referred to as the "Association." The principal office of the Association shall be located in the Area that shall mean those unincorporated portions of San Mateo County known variously as Emerald Hills, Emerald Lake, Emerald Lake Hills, and Oak Knoll Manor. Emerald Hills shall be geographically defined as the non-contiguous unincorporated county areas zoned as RH/DR (Residential Hillside/Design Review), bordered by Redwood City on the east and south, Edgewood Road on the north, Edgewood County Park and Natural Preserve on the west, plus or minus such other areas as may be designated by the Members.
ARTICLE II
Members; Meeting of Members and Voting
2.1 "Member" "Member" shall mean a homeowner in the Area who resides in the house they own in the Area and who abides by these bylaws. (By way of example, if a property is held of record by a husband and wife as joint tenants, each shall be a Member.) Only Members are entitled to vote, hold office and have right or title to, or interest in, the property of, or the assets of, this Corporation, subject to the provisions of these Bylaws. Honorary membership shall be non-voting and conferred by the Board of Directors at the Board's discretion to persons providing assistance and donations to the general cause and objectives of the Association.
2.2 Annual Meeting. The first annual meeting of the Members shall be held no later than ninety days following the date of Incorporation of the Association. The next annual meeting shall be set by the Board so as to occur no later than ninety (90) days after the close of the Association's fiscal year. Subsequent regular annual meetings of the Members shall be held within thirty (30) days of the same date of the same month of each year thereafter. If the last day for the annual meeting of the Members is a legal holiday, the meeting will be held on the first day following which is not a legal holiday, excluding Saturday and Sunday.
2.3 Special Meetings. Special meetings of the Members of the Association shall be promptly scheduled by the Board in response to a majority vote of the Board itself or upon receipt of written request for a special meeting signed by fifty (50) Members.
2.4 Notice and Place of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by personal delivery or mailing a copy of such notice, postage prepaid at least fourteen (14) but not more than ninety (90) days before such meeting to each Member addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. If action is proposed to be taken at any meeting for approval for any of the following proposals, the notice shall also state the general nature of the proposal, and membership action on such items shall be invalid unless the notice or written waiver of notice states the general nature of the proposal(s): (a) removing a Director; (b) filling vacancies on the Board of Directors by Members; (c) amending the Articles of Incorporation; and/or (d) approving a contract or transaction in which a Director has a material financial interest. Meetings shall be held in the Area, or at a meeting place within the same County, as close to the Area as possible.
2.5 Quorum. The presence at any meeting of at least twenty (20) Members entitled to vote shall constitute a quorum for any action except as otherwise provided in these By-laws. If, however, such quorum shall not be present or represented at any meeting, a majority of the Members entitled to vote at such meeting shall have the power to adjourn the meeting to a date not less than five (5) days or more than thirty (30) days from the meeting date, at which meeting the quorum requirements shall be reduced to at least ten (10) Members entitled to vote. If a time and place for the adjourned meeting isnot fixed by those in attendance at the original meeting or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Members according to Section 2.4 hereof. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. The sale, lease, mortgage, exchange or other disposition or encumbering of any of the real property of the Association, and the sale, assignment, mortgage, pledge or hypothecation of any contract owned by the Association affecting any real property, shall require the affirmative vote of two-thirds of the Members present at a duly constituted meeting at which such action is acted upon.
2.6 Proxies. No proxies are accepted for any purposes.
2.7 Voting. The Association shall have one class of voting membership as defined in Section 2.1 of these Bylaws.
2.8 Action. Any action by the Association (with the exception of action taken under Sections 2.5 and 9.1 hereof) which must have the approval of the Members before being undertaken shall require the vote or written assent of fifty-one percent (51%) of the Members present at the meeting at which such action is acted upon.
Any action which may be taken by the vote of Members at a regular or special meeting may be taken without a meeting if the Association distributes a written ballot to every Member entitled to vote on the matter. Such ballot shall set forth the proposed action and provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Association.
Approval of action by written ballot pursuant to this section shall be valid only when (i) the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a regular or special meeting under Section, 2.5 of these By-laws; and (ii) the number of approvals equals or exceeds the number of votes that would be required to approve the action at a regular or special meeting at which the number of votes cast was the same as the number of votes cast by ballot.
Ballots shall be solicited in a manner consistent with Sections 7511(b) and 7514 of the California Corporations Code. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with the exception of ballots related to the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitations must specify the time by which the ballot must be received in order to be counted.
A written ballot may not be revoked.
ARTICLE III
Board of Directors
3.1 Number of Directors. The corporate powers, business, property and affairs of the Association shall be exercised, conducted, controlled and administered by no less than five and no more than nine directors (the "Board") all of whom must be Members of the Association. The Board may increase or decrease the authorized number of directors within the prior range at any time by a resolution adopted at a regular or special meeting of the Board, or pursuant to Article V, Sections 5.6 or 5.8 of these By-laws. The Members of the Association shall also have the right, subject to the requirements of Section 2.8 of these By-laws, to increase or decrease the authorized number of directors within the prior range at any time. In the event that an increase in the authorized number of directors creates vacancy on the Board, the Board may fill the position or positions until the next regular election of directors.
The Directors may create such Committees as in their judgment may be necessary, each of which committees shall consist of one or more voting Members.
The Members of the Association shall also have the right, subject to the requirements of Section 2.8 of these By-laws, to increase or decrease the number of directors at any time.
3.2 Term of Office. At the first meeting of the Association the members shall elect nine directors, four for a term of one-year and five for a two year term. At each annual meeting thereafter the members shall elect the following directors: in even numbered years, one-half of the authorized number of directors rounded down (e.g. 4 of 9, 4 of 8); in odd-numbered years, one-half of the authorized number of directors rounded up (e.g. 5 of 9, 4 of 8); all for a term of two years.
3.3 Removal. Any director may be removed from office for just cause by the affirmative vote of a majority plus one of the authorized number of Directors (i.e. 6 of 9, 5 of 8, 5 of 7, 4 of 6, 4 of 5) at any meeting of the Board, after a hearing accorded such Director. Absence from more than two consecutive Board meetings without due cause shall constitute disqualification and such Director shall be removed from office upon affirmative vote of a majority plus one of the authorized number of Directors.
In the event of death, resignation or removal of a director, and if the Board votes to appoint a successor, the successor shall be selected by a majority of the remaining directors and shall serve for the unexpired term of the predecessor. The Members may elect a new director by majority vote at any duly called regular or special meeting per Section 2.3 to fill any vacancy not filled by the directors.
3.4 Compensation. No director shall receive compensation for any service he may render the Association. However, any director may be reimbursed for his actual expenses incurred, if reasonable, in the performance of his duties.
3.5 Action Taken Without a Meeting. The directors shall have the right to take action in the absence of a meeting by obtaining the written or emailed approval of all the directors. Any action so approved shall have the same effect as that taken at a meeting of directors.
3.6 Indemnification of Officers and Directors. Each director and officer shall be indemnified by the Association and the Members against all expenses and liabilities, including attorneys' fees reasonably incurred by or imposed upon him by judgment or settlement in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of his being or having been a director or officer of the Association, except in cases of fraud, gross negligence or bad faith of such director or officer in the performance of his duties.
3.7 Conflict of Interest. No Board member may vote or take action on any matter in which they have a conflict of interest. The determination of a conflict of interest shall be made by a majority vote of the Board.
ARTICLE IV
Election of Directors
4.1 Nomination. At the first meeting of the Association, nomination for election to the Board of Directors shall be made from the floor. After the first meeting of the Association, nomination for election of the Board of Directors shall be made by a Nominating Committee. Notice to the Members of the meeting shall include the names of all those who are nominees at the time the notice is sent. Nominations may also be made from the floor at the annual meeting. Any name submitted by a Member and seconded from the floor shall be placed in nomination. The Nominating Committee shall consist of three Members, selected in March of each year by the President, one of whom shall be designated as Chairman of the Committee. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Any person whose name is placed in nomination shall give his affirmation to serve prior to nomination to the Nominating Committee of the Board who must notify the entire Board. All candidates shall have reasonable opportunity to communicate their qualifications to Members and to solicit votes. The names of those so nominated shall be mailed to all Members at least ten (10) days prior to the meeting at which the election is to be held. Nothing herein contained shall preclude the placing in nomination of other names to be voted upon for Directors. Each Member, upon receipt of the Committee's list may submit names to the Committee.
4.2 Election of Directors. The first election of the Board shall be conducted at the first meeting of the Association. The persons receiving the largest number of votes shall be elected. Voting for Directors shall be by secret written ballot.
ARTICLE V
Meetings of Directors
5.1 Regular Meetings. Regular meetings of the Board of Directors shall be held at least annually at such place within or without the Area and at such hours as may be fixed from time to time by resolution of the Board. Notice of the time and place of meeting shall be communicated to Board members not less than four (4) days prior to the meeting. Notice of a meeting need not be given to any Board member who has signed a waiver or e-mail of a written consent to the holding of a meeting.
5.2 Special Meetings. Special meetings of the Board of Directors shall be held when called by telephone, or written notice or e-mail from the President of the Association or by two (2) Directors other than the President. The notice shall specify the time and place of the meeting and the nature of the special business to be considered. The notice shall be sent to all Directors not less than forty-eight (48) hours prior to the scheduled time of the meeting provided, however, that notice of the meeting need not be given to any Director who signed a waiver of notice or a written or e-mailed consent to holding of the meeting.
5.3 Quorum. A majority of Directors shall constitute a quorum for the transaction of business. Every act performed or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
5.4 Open Meetings. All meetings of the Board shall be open to all Members, but Members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board.
5.5 Executive Session. The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, disciplinary matters and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.
5.6 Telephone Meetings. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
5.7 Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty four (24) hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
5.8 Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all Directors, individually or collectively, consent in writing or e-mail to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
5.9 Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present emails or signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
ARTICLE VI
Duties of the Board of Directors
6.1 Duties. It shall be the duty of the Board of Directors to:
(a) Cause payment by the Association of all expenses and obligations incurred by the Association in the conduct of its business including, without limitation, all licenses, taxes or governmental charges levied or imposed against the property of the Association.
(b) Cause to be kept a complete record of all its acts and to present a statement thereof to the Members at the annual meeting of the Members or at any special meeting where such a statement is requested in writing by fifty (50) of the Members; and cause to be kept adequate and correct books and records of account, minutes of proceedings of its Members, Board and Committees, and a record of its Members, giving their names and addresses and classes of membership.
(c) Supervise all officers, agents and employees of the Association, and to see that their duties are properly performed.
ARTICLE VII
Officers and Their Duties
7.1 Enumeration of Officers. The officers of the Association shall be President, Vice President and Treasurer (who shall at all times be Directors), a Secretary and such other officers as the Board may from time to time by resolution designate.
7.2 Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors and following each annual meeting of the Members.
7.3 Term. The officers of the Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
7.4 Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may determine from time to time.
7.5 Resignation and Removal. Any officer may be removed from office by a vote of a majority plus one of the Board. Any officer may resign at any time by giving written or e-mail 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. The acceptance of such resignation shall not be necessary to make it effective. This section shall not apply to the removal of Directors from the Board.
7.6 Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve the remainder of the term of the officer he replaces.
7.7 Multiple Offices. Any number of offices may be held by the same person.
7.8 Duties. The duties of the officers are as follows:
(a) The President shall preside at all meetings of the Members and the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments; shall co-sign all promissory notes in excess of $1000; have general supervision over the affairs of the Association and at an annual meeting make a report of the accounts and general concerns of the Association during the previous year. The President shall be ex-officio a member of all committees.
(b) The Vice President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge any other duties as may be required of him by the Board.
(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; shall serve notices of the meetings of the Board and of the Members; and shall 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) The Treasurer shall collect, receive and deposit in appropriate bank accounts, approved by the Board, all monies of the Association and shall disburse funds as directed by the resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; shall keep proper books and accounts; shall file and pay all required Federal and State filings, such as taxes; shall prepare and distribute financial statements and reports to each Member as required in Article IX of these By-laws.
(e) Any or all of the foregoing duties may be delegated to a manager appointed by the Board.
7.9 Signatures. The President and Secretary shall sign all contracts, bonds and other instruments in writing which may have been first approved by the Board of Directors. Checks in excess of $1000 must be signed by any two of the following: President, Vice President or Treasurer.
ARTICLE VIII
Books and Records
8.1 Inspection by Members. The books of account, minutes of meetings of the Members, of the Board, and committees shall be made available for inspection and copying by any Member of the Association, or by his duly appointed representative, at a reasonable time and for a purpose reasonably related to his interest as a Member, at the office of the Association or at such other place as the Board shall prescribe.
8.2 Rules for Inspection. The Board shall establish reasonable rules with respect to:
(a) Notice to be given to the custodian of records by the Member desiring to make inspection;
(b) Hours and days of the week where such inspection may be made;
(c) Payment of the cost of reproducing copies of documents requested by a Member.
8.3 Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make extra copies of documents at the Association's cost.
8.4 Confidentiality of Records. Membership Registers, including mailing addresses and telephone numbers shall not be made available to anyone except by a majority vote of the Board.
ARTICLE IX
Amendments and Conflicts
9.1 Amendment. These By-laws may be amended by the affirmative vote or written consent of two-thirds of Members present at a duly convened meeting at which such amendment(s) is(are) voted upon provided that at least fourteen (14) calendar days advance notice of the proposed amendment(s) is(are) publicly displayed for inspection (e.g., on a Web site) or is(are) mailed to all known Members prior to the meeting at which the amendment(s) is(are) to be voted on. Amendment to these By-laws may be initiated by majority vote of the Board of Directors or any Member upon submission of a petition carrying the proposed amendments and the verified signatures and addresses of at least fifty (50) Members.
9.2 Conflict. In case of any conflict between the Articles of Incorporation and the By-laws, the Articles shall control. If any provision or part of any provision of these By-Laws is deemed invalid or unenforceable it shall not affect the remaining provisions or parts of the remaining provisions of these By-Laws.
ARTICLE X
Fiscal Year
10.1 Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.
ARTICLE XI
Tax-Exempt Status
11.1 Tax-Exempt Status. The Board and Members of the Association shall conduct the business of the Association in such manner that the Association qualify and be considered an organization exempt from federal and state income taxes pursuant to Internal Revenue Code Section 501(c)(4) and California Revenue and Taxation Code Section 23701f, as amended.
11.2 Filing. The Board shall cause to be timely filed any annual election for tax-exempt status as may be required under federal or state law, and shall undertake to cause the Association to comply with the statutes, rules and regulations which have been or shall be adopted by federal and state agencies pertaining to such exemptions. The Treasurer shall timely file any required Federal and State filings, such as tax returns and payments.