BYLAWS OF THE PINE LAKES ASSOCIATION OF MANUFACTURED HOME OWNERS INC. REVISED November 13, 2019
WHEREAS, Pine Lakes Association of Manufactured Home Owners Inc. (the “Association”) was incorporated as a nonprofit corporation in the State of Arizona on November 17, 2003 under the name of Pine Lakes Association of Manufactured Home Owners Inc. which Articles of Incorporation were amended and restated on June 12, 2017.
WHEREAS, A.R.S. 10-3101, et seq. vests the authority to adopt initial bylaws and amend said bylaws in the Board of Directors; and
WHEREAS, at a meeting of the Board of Directors duly called and held on November 4, 2019 a majority of the Directors present voted in favor of adopting these Bylaws for presentation to the members for ratification as set forth herein.
NOW THEREFORE, the Amended Bylaws of the Association which were adopted in their entirety are hereby revised and updated as follows:
ARTICLE I NAME AND LOCATION OF ASSOCIATION
Section 1.1 Name. The name of the Association is Pine Lakes Association of Manufactured Home Owners Inc. (PLAMHO)
Section 1.2 Principal Office. The principal office of the Association in the State of Arizona is currently located at 3707 West Pine Lakes Drive, Prescott, Arizona 86305. The Association may change the location of its principal office as the Board of Directors may determine or as the affairs of the Association may require. The mailing address for the Association is 317 Oxbow, Prescott, Arizona 86305.
ARTICLE II PURPOSE
Section 2.1 Purpose. The primary purpose of the Association is to represent the interests of Pine Lakes residents in an advisory capacity and to act as a liaison between
residents and management on matters of concern to residents regarding health, safety and wellbeing. The Association Board shall act as an advisory liaison between the residents of the Community and may provide education and counseling to residents when needed.
ARTICLE III MEMBERSHIP
Section 3.1 Qualification. Only residents (Homeowners) who are named on the home site rental agreement located within the community shall be members of the Association. There may be more than one Member per Home Site. A member’s membership shall terminate if the Member ceases to be a homeowner.
Section 3.2 Voting Rights. Each Member shall be entitled to one (1) vote on each matter submitted to a vote of the Members.
Section 3.3 Good Standing. If a Member otherwise entitled to vote is not in compliance with the terms of the Association’s Articles of Incorporation or these Bylaws, the Board of Directors may, in its sole discretion, certify that such Member is not in good standing and such Member’s right to vote shall be suspended until the delinquency, breach or violation is paid in full, cured or corrected.
Section 3.4 Transfer of Membership. Membership in the Association is inextricably and irrevocably connected with the lease of a Home Site by the Member and may not be transferred.
ARTICLE IV MEETINGS OF MEMBERS
Section 4.1 Annual and Regular Meetings. An annual meeting of the Members of the association shall be held at least once every twelve (12) months at a date and time determined by the Board of Directors for electing or announcing the results of the election of Officers and Directors and transacting such other business as may properly come before the meeting. In addition, there shall be three (3) other Members meetings
held during such year at such dates and times determined by the Board of Directors for the purpose of transacting such business as may properly come before the meeting.
Section 4.2 Special Meetings. Special meetings of the Members may be called by the President, the Board of Directors, or by the written request signed by Members having at least one- tenth (1/10th) of the total authorized votes in the Association.
Section 4.3 Record Date. For any meeting of the Members, the Board of Directors may fix a date not more than fifty (50) nor less than ten (10) days before the date of such meeting, as a record date for the determination of the Members of record entitled to vote at such meeting. If a record date has not been fixed in advance of a meeting as provided herein, the time of commencement of the meeting shall be deemed the record date.
Section 4.4 Place of Meeting. Meetings of the Members shall be held in Yavapai County, Arizona, at a suitable place designated by the Board of Directors
Section 4.5 Notice of Meetings. Notice stating the place, day and hour of the regular meetings of Members or a special meeting of Members may be posted on the bulletin board of the Community clubhouse, or distributed by generally recognized electronic means not less than ten (10) nor more than thirty (30) days prior to the special meeting. The purpose for which the special meeting is called shall be stated in the notice and no business shall be transacted at such special meeting except as stated in the notice.
Section 4.6 Quorum. The presence in person or by proxy of those Members entitled to cast at least ten percent (10%) of the total votes of the Association at a properly noticed meeting of members shall constitute a quorum at all meetings of the Members.
Section 4.7 Proxies. At any meeting of Members, any Member entitled to vote may vote by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. Proxies may be granted in favor of only another Member, the granting Member’s attorney, the Secretary of the Association or the Board of Directors. Proxies shall be duly executed in writing and shall be valid only for that particular meeting designated therein or any adjournment thereof. All proxies must be filed with the Secretary prior to the commencement of the meeting for which they are given. Proxies shall be deemed revoked only upon the appearance in person of the Member granting a proxy at the meeting for which the proxy was granted or upon the actual receipt by the person presiding over the meeting of a notice of revocation signed by the Member who granted the proxy.
Section 4.8 Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by statute or these Bylaws.
Section 4.9 Minutes. Minutes shall be taken at all meetings of Members. Copies of the minutes shall be available upon request for inspection by Members and Directors at all reasonable times.
Section 4.10 Voting by Electronic means or Mail. When Officers and Directors are to be elected or any other matter which is submitted for a vote of the Members, such vote may be conducted by electronic means or mail in such manner as the Board of Directors may determine. Unless otherwise required by statute or these Bylaws, a majority vote of those voting by electronic means or mail, shall be sufficient to elect directors or carry a matter put to such vote.
ARTICLE V BOARD OF DIRECTORS
Section 5.1 Powers and Duties. The affairs of the Association shall be supervised by its Board of Directors. The Board and Officers shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things that are not required by statute or these Bylaws to be exercised or done by the Members. In addition to the powers and duties granted and imposed by statute, the powers and duties of the Board of Directors shall include, but are not limited to, the following: (A) Open bank accounts on behalf of the Association and designate the signatories thereon, (B) To do all things necessary to carry out and enforce the terms and provisions of the Articles of Incorporation and these Bylaws and to do all things and acts which in the sole discretion of its Board of Directors shall be deemed to be in the best interest of the Members of the Association in matters regarding health, safety and wellbeing all in accordance with the Articles of Incorporation and these Bylaws, (C) To approve committee appointments and to delegate to such committees the authority to carry out certain duties of the Board of Directors, to the extent permitted by statute and the Articles of Incorporation and these Bylaws, (D) To estimate the amount of the annual budget, (E) To create, amend and maintain policies for the operation of the Association,
(F) To do all other acts and things required by applicable law or statute or authorized in the Articles of Incorporation and these Bylaws but not explicitly set out above; and (G) In general, to do and perform such acts and things and to transact such business in connection with the foregoing objects and purposes as may be necessary or appropriate.
Section 5.2 Number and Qualifications of Directors. The number of Directors of the Association shall be not less than five (5) nor more than nine (9) as determined from time to time by the Board of Directors. If the number of Directors is reduced, all Directors whose terms have not yet expired and who are in good standing shall be allowed to serve the balance of their terms. All Directors must be Members in good standing of the Association in accordance with the provisions of Section 3.3, but need not be residents of the State of Arizona. Full time employees of the owner of the Community shall not be eligible to serve as a Director. If a Director shall fail to meet the qualifications of good standing or membership at any time during his term or shall become a full-time employee of the owner of the Community, he or she will thereupon cease to be a Director and his or her place on the Board shall be deemed vacant. Section 5.3 Terms and Term Limitation. Directors shall be elected to and shall serve one-year terms. No Director shall serve more than three (3) consecutive terms, or portions thereof.
Section 5.4 Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately after, and at the same place as the annual meeting of Members. The Board of Directors may provide by resolution the time and place for additional regular meetings of the Board, provided, however, that there shall be at least four regular meetings of the Board each year.
Section 5.5 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 of Directors may fix any convenient place and time for holding any special meeting of the Board of Directors called by them. Section 5.6 Teleconference Meetings. Meetings of the Board of Directors may be held by conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation at such meeting shall constitute presence in person at the meeting.
Section 5.7 Notice. Notice of any special meeting of the Board of Directors shall be given to all Directors at least three (3) days prior to said meeting by any generally accepted electronic means. Any Director may waive notice of any meeting. The
attendance of a Director at any meeting shall constitute a waiver 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 or special meeting of the Board needs be specified in the notice or waiver of notice of such meeting, unless specifically required by statute or by the Bylaws.
Section 5.8 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, 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 5.9 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 a greater number is required by law or by the Articles of Incorporation or these Bylaws.
Section 5.10 Attendance at Meetings. If any Directors fails to attend three (3) or more successive meetings of the Board, including special meeting of which such Director has been given notice as provided in Section 5.7, or misses four (4) or more meetings out of six (6) successive meetings of the Board, including special meetings of which such Director has been given notice as provided in Section 5.7, such Director shall, unless otherwise determined by two-thirds (2/3rds) of the Directors present at a meeting at which a quorum is present, be automatically removed as a Director.
Section 5.11 Removal. At any annual or special meeting of the Members duly called, any one or more of the Directors may be removed from the Board with or without cause by Members having more than two-thirds (2/3) of the votes entitled to be cast by the Members present in person or by proxy at the meeting, and a successor may then and there be elected to fill the vacancy thereby created by a majority of the Members in attendance at the meeting. A Director so elected shall be elected for the full-unexpired term of the Director removed. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting prior to the vote for removal.
Section 5.12 Vacancies. Except as provided in Section 5.11, any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by the affirmative vote of a majority of the remaining Directors, even though less than a quorum, at the next regular or special meeting of the
Board. A Director appointed to fill a vacancy shall be appointed for the full-unexpired term of his predecessor in office.
Section 5.13 Compensation. Directors shall not receive any compensation for their services as such. However, any Director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties.
Section 5.14 Open Meetings. Notice of the time and place of all meetings of the Directors shall be given to all members by generally accepted electronic means, posting in a conspicuous place, or by any other reasonable means as determined by the Board of Directors. Except as otherwise provided herein or by statute, all meetings of the Directors shall be open to all Members of the Association and Members shall be permitted to attend and listen to the deliberations and proceedings; provided, however, that Members who are not Directors may not participate in any deliberation or discussion unless expressly authorized to do so by a vote of the majority of the Directors present. The foregoing notwithstanding, any meeting or portion of a meeting of the Board of Directors may be closed if, and only if, the closed meeting or portion thereof is limited to consideration of the following: (A) Employment or personnel matters of the Board of Directors or the Association, (B) Legal advice from an attorney for the Board of Directors or the Association, (C) Pending or contemplated litigation, or (D) Pending or contemplated matters relating to enforcement of the Association’s Articles of Incorporation and these Bylaws.
ARTICLE VI OFFICERS
Section 6.1 Officers. The officers of the Association shall be a President, one (1) or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, an Immediate Past President and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors. All officers of the Association must be Members in good standing of the Association. Full time employees of the owner of the Community may not serve as officers. Any two (2) or more offices may be held by the same person, except the officers of President and Secretary.
Section 6.2 Election and Term of Office. The officers of the Association shall be elected annually by the members at the regular annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. 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 qualified.
Section 6.3 Removal or Disqualification. The Board of Directors may remove any officer elected or appointed by the Board of Directors whenever in its judgement the best interests of the Association would be served thereby. Any officer who ceases to be a Member of the Association, who becomes a full-time employee of the owner of the Community or who ceases to be in good standing shall be automatically removed from office.
Section 6.4 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 6.5 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. The President shall preside at all meetings of the members and of the Board of Directors. The President shall have the power to appoint committee chairs and members with the approval of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any contracts, or other instruments that 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. The President shall attend, or appoint another officer or director to attend the AAMHO Directors meetings.
Section 6.6 Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one (1) Vice President, the Vice Presidents in the order of their election) 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 delegated or assigned by the President or by the Board of Directors.
Section 6.7 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and, in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be delegated or assigned by the President or by the Board of Directors. Treasurer shall be responsible for keeping an accurate record and identification of monies received from any source. All checks in the amount of $50.00 or more shall be approved by the Board prior to the payment thereof and all checks in the amount of $250.00 or more shall require the signatures of two (2) Directors. If required by the Board of Directors, the Treasurer shall give, at the Association’s expense, a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 6.8 Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors through generally recognized electronic means, post copies of such minutes as directed by the President, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the Association’s records, keep a register of the post-office addresses of each Member which shall be furnished to the Secretary by such Member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be delegated or assigned by the President or by the Board of Directors.
Section 6.9 Immediate Past President. The Immediate Past President shall perform such duties and responsibilities as may be assigned by the President or the Board of Directors.
Section 6.10 Assistant Treasurers and Secretaries. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or Board of Directors. If required by the Board of Directors, the Assistant Treasurers shall give, at the Association’s expense, bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.
Section 6.11 Compensation. No officer shall receive any compensation from the Association for acting as an officer of the Association. However, any officer may be
reimbursed for his or her actual expenses incurred in the performance of his or her duties.
ARTICLE VII COMMITTEES
Section 7.1 Committees: The following committees shall be established: Ad Hoc Committee and a Nominating Committee. The President with the approval of the Board of Directors shall designate and appoint other standing or ad hoc committees, 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; authorizing the voluntary dissolution of the Association or revoking proceedings therefor; 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. 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 by law.
Section 7.2 Ad Hoc Committee. The Ad Hoc Committee shall consist of at least two (2) Members of the Association. A committee member may, but need not, be an officer or Director of the Association. The Board of Directors may increase the number of members on the Ad Hoc Committee. Upon the direction of the Board, it shall be the duty of the Ad Hoc Committee to study and recommend actions regarding any matters that the Board determines relate to the purposes for which the Association was created. The Ad Hoc Committee shall upon the request of a resident, review any grievances filed by such resident against the owner of the Community. The Ad Hoc Committee shall report its findings to the Board. If the resident’s grievance falls within PLAMHO’s guidelines, the board shall appoint an Ad Hoc Committee Member to represent the resident in meetings with the management of the Community and, if determined appropriate by the Board, may assist the resident in the preparation of an application to the Arizona State Hearing Examiner’s office.
Section 7.3 Nominating Committee. The Nominating Committee shall consist of at least three (3) Members of the Association and shall be appointed at least three (3) months prior to the date of the
annual Members meeting. A committee member may, but need not, be an officer or Director of the Association. The Board of Directors may increase the number of members on the Nominating Committee. The President shall serve as an ex-officio member of the Nominating Committee. It shall be the duty of the Nominating Committee to select and present for consideration and vote of the Members a single slate of qualified officer and director candidates to be elected at the next annual Members meeting.
ARTICLE VIII BUDGET AND ANNUAL ASSESSMENTS
Section 8.1 Annual Budget. Not later than thirty (30) days prior to the beginning of each fiscal year, the Board in conjunction with the Treasurer shall cause to be prepared an estimated annual budget for the upcoming fiscal year of the Association. The budget shall take into account the estimated cash requirements for the year needed to effectively maintain the Association and all other amounts that the Board of Directors may deem necessary or the Membership determines appropriate for the operation, administration, and maintenance of the Association Section 8.2 Regular Assessments. The Board shall approve the estimated annual budget for each fiscal year, and the Board thereof shall furnish copies to each Member.
ARTICLE IX NEGOTIABLE INSTRUMENTS
Section 9.1 Signatures on Checks, Etc. All checks, drafts, orders for payment of money, and negotiable instruments shall be signed by an officer or officers of the Association as the Board of Directors may from time to time, by standing resolution or special order, prescribe.
ARTICLE X RECORDS
Section 10.1 Records. The Board of Directors in conjunction with the Secretary will keep records of all actions of the Board of Directors, as well as minutes of the meetings of the Board of Directors, minutes of the meetings of the Members, minutes of the meetings of the Association, and financial records including a record of all receipts and disbursements.
Section 10.2 Access to Records. The Association shall make the financial and other records of the Association reasonably available for examination and copying by a Member and his authorized agents. The Association may charge a reasonable fee for the time and costs of copying Association records. Association records may be withheld from disclosure to the extent that the portion withheld relates to any of the following: (A) Personnel matters or medical records; (B) Communication between an attorney for the Association and the Association; (C) Pending or contemplated litigation, or; (D) Meeting minutes or other records of a session of a meeting of the Board of Directors that is not required to be open to all Members pursuant to statute or Section 5.14 of these Bylaws.
ARTICLE XI FISCAL YEAR
Section 11.1 Fiscal Year. The fiscal year of the Association shall be from the first day of January through the last day of the succeeding December.
ARTICLE XII MISCELLANEOUS
Section 12.1 Notices. All notices required or permitted to be sent to the Board of Directors will be sent by first-class mail, or by generally accepted electronic means to the office of the Association as set forth herein, or to such other address as the Board may, from time to time, designate. All notices required or permitted to be sent to any Member will be sent by first-class mail, or generally accepted electronic means to such address as the Member may have designated in writing to the Board of Directors. All notices will be deemed to have been given when mailed.
Section 12.2 Waiver. No restriction, condition, obligation, or provision contained in these Bylaws will be deemed to have been abrogated or waived because of any failure to enforce it, irrespective of the number of violations and failures to enforce that may occur.
Section 12.3 Invalidity. If any provision or provisions of these Bylaws is or are declared invalid, the invalidity will in no way impair or affect the validity, enforceability, or effect of the remaining provisions of these Bylaws.
Section 12.4 Captions. Captions are inserted in the Bylaws for convenience and reference only, and will not be taken in any way to limit or describe the scope of these Bylaws or any provision thereof.
ARTICLE XIII CONFLICTS
Section 13.1 Conflicts. In case of conflict between these Bylaws and the Articles of Incorporation, the Articles shall control. If any provision of these Bylaws is less restrictive than the Articles of Incorporation when dealing with the same subject, the more restrictive provisions of the Articles of Incorporation shall be applicable in the same manner as if included in the provisions of these Bylaws.
ARTICLE XIV DISSOLUTION
Section 14.1 Dissolution. If there are Members entitled to vote on dissolution, the Board of Directors shall adopt a resolution recommending that the Association be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of those Members, which may be either an annual or a special meeting. Notice stating that the purpose, or one of the purposes of such meeting is to consider the advisability of dissolving the Association shall be given by generally accepted electronic means or by the posting of such notices in a conspicuous place to each Member entitled to vote at such meeting of Members. A resolution to dissolve the Association may be adopted only by act of the Members. If there are no Members, or no Members entitled to vote on dissolution, the dissolution of the Association may be authorized by act of the Board of Directors. Voluntary dissolution shall comply in all respects with A.R.S. 10-11401 et seq.
ARTICLE XV AMENDMENTS
Section 15.1 Amendments. Any amendment of these Bylaws shall be adopted by two-thirds (2/3) vote of the Members present at any meeting at which a quorum is present, provided notice of the proposed amendment shall have been given by generally accepted electronic means or by posting of a notice on the PLAMHO Bulletin Board located at the Pine Lakes Clubhouse at least two (2) weeks prior to the meeting.
IN WITNESS WHEREOF, these Bylaws of the Pine Lakes Association of Manufactured Home Owners Inc. are adopted as set forth above.
_______________________________________________, President Michael Bleifer
Dated: November 13, 2019
CERTIFICATION OF BYLAWS OF PINE LAKES ASSOCIATION OF MANUFACTURED HOME OWNERS INC. REVISED November 13, 2019
WHEREAS, Pine Lakes Association of Manufactured Home Owners Inc. (the “Association”) was incorporated as a nonprofit corporation in the State of Arizona on November 17, 2003; WHEREAS, A.R.S. 10-3101, et seq. vests the authority to adopt initial bylaws in the Board of Directors; and WHEREAS, at a meeting of the Board of Directors duly called and held on April 5, 2004, a majority of the Directors present voted in favor of adopting the original Bylaws herein incorporated NOW THEREFORE, the Bylaws of the Association are hereby revised and updated in their entirety as follows: All references to membership dues were deleted and all owners in the Community will now be PLAMHO members.
SECRETARY’S CERTIFICATE The undersigned does hereby certify that: She is the duly elected Secretary of the Pine Lakes Association of Manufactured Home Owners Inc., an Arizona nonprofit corporation; and The foregoing Bylaws constitute the revised Bylaws of the Pine Lakes Association of Manufactured Home Owners Inc. as adopted by a majority of the Directors present at a meeting duly called and held on November 13, 2019
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand as of this date of November 13, 2019.
_____________________________________________________, Secretary Claudia Bleifer