Revised
By-Laws
of Los Ranchos
Property Owners
Association, Inc.
The name of the corporation is Los Ranchos Del Rio
Property Owners Association, Inc.
(hereinafter referred to as the “Association”). The principal office of the corporation shall
be located at ________,
________________,
DEFINITIONS
Section 1. “Association” shall mean and refer to Los Ranchos Del Rio Property Owners Association, Inc., its successors and assigns.
Section 2. “Property” shall mean and refer to that
certain real property described in the Protective Covenants and Restrictions
recorded in the official records of the
Section 3. “Common Area” shall mean all real property
owned by the association for the common use and enjoyment of the Owners.
Section 4. “Owner” shall mean and refer to record owner,
whether one or more persons or entities, of the fee simple title to any lot
which is a part of the Property, including contract sellers, but excluding
those having such interest merely as security for the performance of an
obligation.
Section 5. “Covenants” shall mean and refer to the
Protective Covenants and Restrictions applicable to the Property recorded in
the official records of Dona Ana County, New Mexico.
Section 6. “Member” shall mean and refer to those
persons entitled to membership as provided in the Covenants.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of the incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held on as close to the same day of the same month of each year thereafter, at the hour of 7:00 o’clock, p.m. The specific date to be set by the Board of Trustees, with sufficient time to provide notice of the meeting to the members.
Section 2. Special Meetings. Special meetings of the Members may be called at any time by the President or by the Board of Trustees, or upon written request of the Members who are entitled to vote one-forth (1/4) of all of the votes of the membership.
Section 3. Notice 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 mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the Member’s address last appearing of 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.
Section 4. Quorum. The presence at the meeting of Members entitled to cast, or if proxies entitled to cast, one-fourth (1/4) of the votes of the membership shall constitute quorum for any action except as otherwise provided in the Articles of Incorporation, the Covenants, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies. At all meetings of the Members, each Member may vote in person or by proxy. All proxies shall be revocable and shall automatically cease upon conveyance by the Member of his lot.
ARTICLE IV
BOARD OF TRUSTIES: SELECTION: TERM OF OFFICE
Section 1.
Number. The affairs of this
Association shall be managed by a Board of five (5) Trustees. (The term “Trustee” or “Trustees” herein
shall also mean “Director” or “Directors” as the same is used in the State of
Section 2. Term of Office. At the organizational meeting of the Board of Trustees, the Trustees shall elect two additional Trustees, all of whom shall serve until the first annual meeting of the Members. Thereafter, at the first annual meeting the Members shall elect two Trustees for a term of one year, two Trustees for a term of two years and one Trustee for a term of three years; and at each annual meeting thereafter, the Members shall elect the number of Trustees required to replace those whose term has expired, with the term of the new Trustee being for a term of three years.
Section 3. Removal. Any Trustee may be removed from the Board with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a Trustee, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No Trustee shall receive compensation for any service he may render to the Association. However, any Trustee may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The Trustees shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Trustees. Any action so approved shall have the same effect as though taken at a meeting of the Trustees.
ARTICLE V
NOMINATION AND ELECTION OF TRUSTEES
Section 1. Nomination. Nomination for election to the Board of Trustees shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Trustees, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Trustees prior to each annual meeting of the members; to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Trustees as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members.
Section 2. Election. Election to the Board of Trustees shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Covenants. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Section 3. Right To Hold Office. No person shall be permitted to run for
office and/or serve the Association if said person is delinquent in payment of
dues, assessments etc. to the Association in excess of thirty (30) days past
due.
ARTICLE VI
MEETINGS OF TRUSTEES
Section 1. Annual Meetings. Annual meetings of the Board of Trustees shall be held at the same place as and immediately following each meeting of the Members for the purpose of the election of Officers and the transactions of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the Board of Trustees shall be held when called by the President of the Association, or by any two Trustees, after not less than three (3) days notice to each Trustee.
Section 3. Quorum. A majority of the number of Trustees shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Trustees present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF TRUSTEES
Section 1. Powers. The Board of Trustees shall have power to:
(a) adopt and publish rules and regulations governing the use of Common Area and Facilities, and the personal conduct of the Members and their guest thereon, and to establish penalties for the infraction thereof;
(b) suspend the voting rights and right to use of the Common Area and facilities of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for the infraction of published rules and regulations.
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-laws, the Articles of Incorporation or the Covenants;
(d) declare the office of a member of the Board of Trustees to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Trustees; and
(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Trustees to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that the duties are properly performed;
(c) as more fully provided in the Covenants, to:
(1)
fix the amount of the annual assessment against each
(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
(3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or to bring an action at law against the owner personally obligated to pay the same.
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessments has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association if the Trustees can secure said insurance for a reasonable cost;
(f) cause all officers of employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(g) cause the Common Area to be improved and maintained.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of this Association shall be a President and Vice-President, who shall at all times be members of the Board of Trustees, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the annual meeting of the Board of trustees following each annual meeting of the members.
Section 3. Term. The Officers of the Association shall be elected annually by the Board of Trustees and each shall hold office for the term designated by the Board of Trustees unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 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 a period, have such authority, and perform such duties as the board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy by appointment by the Board shall serve for the remainder of the term of the officer held replaces.
Section 7. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of the Article.
Section 8. Duties. The duties of the officers are as follows:
(a) The President shall preside at all meetings of the Board of Trustees; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
(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 such 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; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; 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 receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Trustees; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.
ARTICLE IX
COMMITTEES
The Association shall appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board of Trustees shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE X
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Covenants, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XI
ASSESSMENTS
As more fully provided in the
Covenants, each Member is obligated to pay to the Association annual and
special assessments which are secured by a continuing lien upon the property
against which the assessment is made. Any
assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty
(30) days after the due date, the assessment shall bear interest from the date
of delinquency at a rate of ten percent (10%) per annum, and the Association
may bring an action at law against the Owner personally obligated to pay the
same or foreclose the lien against the property, and interest, cost, and
reasonable attorney’s fees of any such action shall be added to the amount of
such assessment. No owner may waiver of
otherwise escape liability for the assessments provided for herein by non-use
of the Common Area or by abandonment of his
ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having within its circumference the words ______________________________.
ARTICLE XIII
AMMENDMENTS
Section 1. These By-Laws may be amended, at a regular or special meeting of the Members, by vote of a majority of a quorum of Members present in person or by proxy.
Section 2. In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Covenants and these By-Laws, the Covenants shall control.
ARTICLE XIV
MISCELLANEOUS
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, except that the first fiscal year shall begin on the date of incorporation.
In Witness Whereof, we, being all of the Trustees, the President, and the Secretary, of the Los Ranchos Del Rio Property Owners Association, Inc. have hereunder set our hands this __________ day of ___________, 2005.
TRUSTEES: OFFICERS:
______________________________ ___________________________
President
______________________________ ___________________________
Secretary
______________________________
______________________________
______________________________
CERTIFICATION
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of the Los Ranchos Del Rio Property Owners Association, Inc., a New Mexico corporation; and
That the foregoing By-Laws constitute the original By-Laws of said Association, as duly adopted at the meeting of the Board of Trustees thereof, held on the _______ day of __________, 2005.
In Witness Whereof, I have hereunto subscribed my name and affixed the seal of said Association this _________ day of __________, 2005
________________________
Secretary