Bylaws of the Glen Oaks Property Owners Association

ARTICLE I

OFFICE

The initial principal office of the corporation (the “Association”) in the State of California shall be located in Bakersfield, Kern County, California. The Association may have such other offices, either within or without the State of California, as the Board of Directors may determine or as the affairs of the Association may require from time to time.

ARTICLE II

MEMBERS, MEETINGS AND VOTING

SECTION 1.     Members.   Members of the Association shall be made up of the property owners of Glen Oaks Ranch, (the “Property”). The number of votes allocated for each lot owned shall be pursuant to the Declaration of Covenants, Conditions and Restriction (the “Declaration”) to the Property.

SECTION 2.     Voting.   Action requiring a vote by the members that the Association may take at any annual, regular or special meeting of members may take place one of three ways: a) Written ballot cast in person at the meeting. b) By written proxy at the meeting. c) By written ballot mailed and received prior to the meeting. The Association shall deliver a written ballot to every member entitled to vote at the same time as Notice of the meeting is given which states that the completed ballot must be received prior to or at the meeting in order to be counted. Written ballots shall provide for the name of the member voting, set forth each proposed action and provide an opportunity to vote for or against each proposed action.

SECTION 3.     Proxies.   A member may vote the member’s vote through proxy by signing an appointment form appointing a proxy to vote or otherwise act for the member.

SECTION 4.     Quorum.   Unless otherwise stated herein or in the Declaration, when the number of ballots received, along with the number of members present in person or represented by proxy at a meeting, represent twenty-five percent (25%) of the votes entitled to be cast, a quorum shall exist. The acts approved by a majority of the members present at a meeting at which a quorum is present shall constitute the acts of the members except when approval by a greater number of members is required herein or by the Declaration.

SECTION5.     Annual Meeting.    The Transition Meeting, turning over control of the Association from the initial Directors to the Association’s members, may constitute the first Annual Meeting of the members. Thereafter, the Annual Meeting shall be held on the First Saturday of April each year, provided however, that should said day fall upon a legal holiday, then any such Annual Meeting shall be held on the next succeeding Saturday which is not a legal holiday.

SECTION 7.    Special Meetings.   Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by stature, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the members representing fifteen percent (15%) of the votes entitled to be cast.

SECTION 8.     Place of Meetings.   The Board of Directors may designate any place, within the State of California, as the place of meeting for any annual or special meeting.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1.     Powers.   Subject to the limitations of the Articles of Incorporation, the Declaration and these Bylaws, the affairs of the Association shall be exercised and managed by its Board of Directors. The Directors are vested with and shall have the following power, to-wit:

  1. To select, appoint and remove all officers, agents and employees of the Association, to prescribe such powers and duties for them as may be consistent with law, the Articles of Incorporation and these Bylaws, to fix their compensation and to require from them security for faithful service when deemed advisable by the Board.
  2. To conduct, manage and control the affairs and business of the Association.
  3. To change the principal office for the transaction of the business of the Association from one location to another and to adopt and use a corporate seal.
  4. To borrow money and to incur indebtedness for the purposes of the Association and to cause to be executed and delivered, in the Association’s name, promissory notes, bonds, contracts, deeds of trust, mortgages, pledges or other evidence of debt and security therefore.
  5. To fix and levy annual Regular Assessments upon the members of the Association, to determine and fix the date due for the payment of such assessments and the date upon which the same shall become delinquent provided, however, that such assessments shall be fixed and levied only to provide for the payment of the expenses of the Association and of taxes and assessments upon real or personal property owned, controlled or occupied by the Association as general common elements, or for the maintenance of common roadways, labor rendered or materials or supplies used and consumed, or equipment and appliances furnished for the maintenance, improvement or development of such general common elements for the general benefit and welfare of its members. Should any member fail to pay such assessments before delinquency, the Board of Directors, in its discretion, is authorize to bring any and all legal action allowable under California law for Mutual Benefit corporations, against the lot owners for the payment of such delinquent assessments and to charge and assess costs including reasonable attorney fees, late charges and interest for the late payment or nonpayment thereof.
  6. To establish or levy Special Assessments in accordance with the terms stated in the Declaration.
  7. To enforce the provisions of these Bylaws and the Declaration along with any other agreements of the Association.
  8. To maintain liability and general property insurance on any common area and roadways and any other policy or policies of insurance as the Board of Directors deem necessary in furthering the purposes of and protecting the interest of the association and its members.
  9. To contract for and pay maintenance, materials, supplies, and services relating to operation of the development, including legal and accounting services. To contract and pay for improvements and common expenses.
  10. To establish reasonable rules and regulations for use of the common areas, provided however, any such rules or regulations must be approved by majority vote of the members meeting a fifteen percent (15%) quorum.
  11. Directors need not be residents of the State of California.

 

SECTION 2.    Election, Number, Tenure and Qualifications.   Directors shall be elected annually by the members of the Association at the Annual Meeting. The number of Directors shall be three (3), with a maximum of five (5) Directors in the future upon decision of the then acting Board of Directors. Each Director shall hold office until the next Annual Meeting and until his or her successor shall have been elected and qualified.

SECTION 3.     Special Meetings.   Special meetings of the Board of Directors may be called by, or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.

SECTION 4.     Notice.   Notice of any special meeting of the Board of Directors shall be given at least ten (10) days prior thereto by written notice delivered personally or sent by mail, or courier service to each Director at his or her address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular annual meeting or any special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws, in the event they are amended.

SECTION 5.      Quorum.   A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

SECTION 6.     Manner of Acting.   The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

SECTION 8.     Compensation.   Directors and members of the Association serving as officers or on committees shall not receive any stated salary or any form of payment for their services.

SECTION 9.     Informal Action by Directors.   Any action required by law to be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

ARTICLE IV

OFFICERS

SECTION 1.     Officers.   The officers of the Association shall be President, Vice President, Secretary and Treasurer and such other officers as may be elected in accordance with the provisions of this Article. Any two or more offices may be held by the same person, except the offices of President and Secretary.

SECTION 2.     Election and Term of Office.   The officers of the Association must be members and shall be elected annually by the Board of Directors at the regular Annual Meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

SECTION 3.     Removal.   Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby.

SECTION 4.     Vacancies.   A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.     President.   The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. He/she shall preside at all meetings of the members and of the Board of Directors and may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Association and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6.     Vice President.   In the absence of the President or in event of his inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

SECTION 7.     Treasurer.   If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board of Directors shall determine. He or she shall have charge and custody of and be responsible for all funds of the Association; receive and give receipts for money due and payable to the Association from any source whatsoever, and deposit all such money in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these bylaws and in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

SECTION 8.     Secretary.   The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose: a) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; b) be custodian of the corporate records; c) if used, be custodian of the seal of the corporation (if the corporation has a seal) and see that it is affixed to all documents, the execution of which on behalf of the corporation is duly authorized in accordance with the provisions of these Bylaws; d) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

ARTICLE V

COMMITTEES

SECTION 1.     Committees of Directors.   The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of one (1) or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Association, except that no such committee shall have the authority of the Board of Directors, in reference to amending, altering or repealing these Bylaws, electing, appointing or removing any member of any such committee or any director or officer of the association, amending the Articles of Incorporation, restating Articles of Incorporation, adopting a plan of merger or adopting a plan of consolidation with another Association or corporation, authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets owned by the Association, authorizing the voluntary dissolution of the Association or revoking proceedings therefore, adopting a plan for the distribution of the assets of the Association, or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. Notwithstanding the provisions set forth in Article V, Section 2, all committees must consist of members in the Association. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it by him or her by law.

SECTION 2.     Architectural Review Committee.   At each Annual Meeting the Board of Directors, by resolution adopted by a majority of the Directors, the Directors shall appoint not less than three (3) nor more than five (5) either members of the Association, nonmembers of the Association, or any combination thereof to serve on the Architectural Review Committee. Any committee member so appointed may be removed by a resolution adopted by a majority of the Directors whenever, in their judgment, the best interests of the Association would be served by such removal. The Committee may charge a $250.00 review fee upon submittal of the plans, all or any portion of which may be paid to nonmembers of the Association serving on the Committee and/or placed in the Association’s general fund. The Architectural Review Committee shall have the powers set forth in the Declaration of Covenants, Conditions and Reservations and shall carry out all duties referred to therein.

SECTION 3.     Other Committees.   Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Association, and the President of the Association shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Association shall be served by such removal.

SECTION 4.     Term of Office.   Each member of a committee shall continue as such until the next annual meeting of the members of the Association and until his or her successor is appointed, unless the committee shall sooner be terminated, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof.

SECTION 5.     Chairman.   One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

SECTION 6.    Vacancies.   Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments and shall continue for the length of the remaining original term.

SECTION 7.     Quorum.   Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 8.     Rules.   Each committee may adopt rules for its own government not inconsistent with these Bylaws, the Declaration, or with rules adopted by the Board of Directors.

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

SECTION 1.     Contracts.   The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

SECTION 2.     Checks, Drafts, Etc.   Once control of the Association has been turned over to the members, all checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issues in the name of the Association, shall be signed by two (2) officers of the Association, and in such manner, shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary or Treasurer and countersigned by the President or Vice President of the Association.

SECTION 3.     Deposits.   All funds of the Association shall be deposited from time to time to the credit of the Association in such bank, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

ANNUAL BUDGET

A budget setting forth an estimate of anticipated basic expenses shall be prepared by the Board of Directors and distributed to members not less than thirty (30) days prior to the start of the fiscal year as set forth in the Declaration. Basic expenses shall mean the estimate aggregate amount of expenses, as set forth in the budget, to be incurred by the Association during the calendar year to insure, operate, administer and manage Association matters, maintain and/or improve roadways, gates, fences, culverts, and cattle guards involving such roadways, parks and any other such common areas so designated as an Association function and to provide for reserves to ensure when due, the cost of capital expenditures relating to any such purposes.

ARTICLE VIII

ANNUAL REPORT

The Board of Directors shall distribute to all the members, within sixty (60) days after the fiscal year end, an annual report consisting of: a) balance sheet showing an accounting of all monies received by the Association and disbursed during the year; b) an estimated annual budget for the upcoming year on which the regular assessments are based; and c) any other documents as determined by the Board of Directors.

ARTICLE IX

RENTAL AND SALES

SECTION 1.     Rentals.   When a member rents or leases his or her property within the development, he or she shall provide the renter/lessor with a copy of the Association’s Bylaws, and a copy of the Declaration of Covenants, Conditions, and Restriction (together with any Amendments thereto) and shall include in the rental or lease agreement, a provision that the renter/lessor shall abide by the terms set forth in the documents. The member also shall supply a copy of the rental or lease agreement to the Board of Directors.

SECTION 2.     Sales.   When a lot is sold, the selling parcel owner (member) or his or her agent, shall supply the buyer with a copy of the Association’s Bylaws, Articles of Incorporation and the Declaration of Covenants, Conditions, and Restrictions (together with any Amendments thereto).

ARTICLE X

CONSTRUCTION

Nothing contained in these Bylaws shall in any way be construed as altering, amending, or modifying the Declaration of Covenants, Conditions, and Restriction (and any Amendments thereto). Such Declaration and these Bylaws shall always be construed to further the harmonious, beneficial, cooperative and proper use and conduct of the property. If there is any inconsistency or conflict between these Bylaws and such Declaration, the provision of the Declaration shall control. All words and terms used in these Bylaws which are also in the Declaration shall have the same meaning as provided for such words and terms in the Declaration.

ARTICLE XI

BOOKS AND RECORDS

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. All books and records of the Association may be inspected by the members for any proper purpose at a reasonable time within ten (10) days of a written request.

ARTICLE XII

FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions for California Mutual Benefit corporations or under the provisions of the Article of Incorporation or the Bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV

AMENDMENTS TO BYLAWS

The Board of Directors may adopt, amend or repeal any of these Bylaws, EXCEPT only by a vote of the members, as provided in Article II, may the following By-Laws be amended or changed:

  1. The provision of Article II, Section 1, 2, 3, 4, and 6, relating to meetings and voting of the members.
  2. The provisions of Article II, Section 2, 7 and 8, relating to the election of Directors, filling vacancies of the Board, and compensation to Directors.
  3. The provisions of Article VI, Section 2, relating to checks, drafts, etc.
  4. The provision of Article VII, regarding the Annual Budget.
  5. The provisions set forth in Article VIII relating to the Annual Report.
  6. The provisions of Article XI, relating to books and records.