| BY-LAWS OF
PEPPER HILLS SUBDIVISION HOME OWNERS' ASSOCIATION, INC.
THESE BY-LAWS for Pepper Hills Subdivision Home Owners' Association,
Inc., an Idaho non-profit corporation, are hereby promulgated as the
official By-Laws of said Association.
ARTICLE I.
DEFINITIONS
Section 1.01. Defined Terms. The following terms used in these
By-Laws shall be defined as follows:
- Articles: The Amended and Restated Articles of Incorporation of
Pepper Hills Subdivision Home Owners' Association, Inc., an Idaho
non-profit corporation, including any Amendments thereto duly
adopted.
Annexed Property: Any real property made subject to the
Declaration of Covenants, Conditions, Restrictions and Easements for
Pepper Hills (hereinafter "Declaration") by annexation of additional
parcels of real property.
Assessments: Payments required of Members of Pepper Hills
Subdivision Home Owners' Association, Inc., and Members of any
Sub-Association, including Regular, Special or Limited Assessments as
provided in the Declaration.
Association: Pepper Hills Subdivision Home Owners' Association,
Inc., an Idaho nonprofit corporation, to be known as, and do business
as, Pepper Hills Homeowners Association.
Association Property: Common Area and Common Facioities and such
other property as may be owned and operated by the Association for the
Benefit of the Members.
Block: An informal group of Lots in close proximity to each
other with an assigned Block Representative.
Block Representative: A Member appointed by the Board to assist
in communication with the Owners of Lots within a Block.
Board: The duly elected and qualified Board of Directors of the
Association.
By-Laws: These By-Laws of the Association, including any
amendments thereto duly adopted.
Common Area: All real property within Pepper Hills Subdivision
that are owned or controlled by the Association or a Sub-Association
for the common use and enjoyment of all of its Members, including any
recreational facilities and other improvements thereon. Unless a
different meaning is necessarily implicit in the use of the term
'Common Area,' it shall also include any other area or improvements in
or outside of Pepper Hills Subdivision which, pursuant to the
provisions of the Declaration or any Supplemental Declaration are
either required or permitted to be maintained by the Association or a
Sub-Association.
Common Facilities: Those physical improvements constructed on
Common Area or upon any utility easement over a Lot, including, without
limitation, all street lights, benches bridges, walkways, pedestrian
paths, bicycle paths, streams and waterways owned or operated by the
Association. Common Facilities shall not include that portion of the
pressurized irrigation system conveyed to the Nampa & Meridian
Irrigation District.
Declarant: Interwest Development, Inc., its successors and
assigns.
Declaration: The Declaration of Covenants, Conditions,
Restriction and Easements for Pepper Hills, filed in the office of the
Ada County Recorder on August 2, 1995, as Instrument No. 95053177,
records of Ada County, Idaho, including any amendments thereto duly
adopted and recorded.
Lot: A portion of Pepper Hills Subdivision which is a legally
described tract or parcel of real property within Pepper Hills
Subdivision or which is designated as a Lot on any recorded subdivision
plat relating to Pepper Hills Subdivision.
Member: Any person(s) who is an Owner of a lot within Pepper
Hills Subdivision.
Owner: A person or persons or other legal entity or entities,
including the Declarant, holding fee simple title to any real property
in Pepper Hills Subdivision, including contract sellers, but excluding
those having such interest merely as security for the performance of an
obligation, but including any holder of a Mortgage or beneficiary under
a Deed of Trust or other security holder in actual possession of any
real property as a result of foreclosure or otherwise, and any person
taking title through such security holder, by purchase at foreclosure
sale or otherwise.
Pepper Hills Homeowners Association: The name by which the
Association may be known and under which it may conduct its
business.
Pepper Hills Subdivision: The whole of the real property
included within the boundaries of Pepper Hills Subdivision, consisting
of Pepper Hills Subdivisions 1, 2, 3, 4, 5, and 6, all located in the
N.W. 1/4 of Section 22, Township 3N, Range 1E of the Boise Meridian in
Ada County, Idaho, according to the official plats thereof recorded in
Ada County, Idaho. As additional Pepper Hills Subdivisions are
developed by the Declarant in the N.W. 1/4 of Section 22, Township 3N,
Range 1E of the Boise Meridian, they may be included in Pepper Hills
Subdvision at such time as ninety percent (90%) of the Lots in each
such additional Sudivision have been conveyed to an Owner other than
the Declarant.
Pepper Hills Subdivision Home Owners' Association, Inc.: The
Idaho non-profit corporation comprised of Members and existing for the
purpose of providing self-government for Pepper Hills Subdivision. The
Association shall do business as, and for all purposes be known as,
Pepper Hills Homeowners Association.
Sub-Association: An Idaho non-profit corporation or
unincorporated association organized by the Declarant or by one or more
Owner pursuant to a Supplemental Declaration recorded by the Declarant
or said Owner(s) for any specific tract or parcel within Pepper Hills
Subdivision.
Supplemental Declaration: The Supplemental Declaration
Covenants, Conditions, Restrictions and Easements as may be recorded by
the Declarant pursuant to the provisions of the Declaration applicable
to a specific tract or parcel within Pepper Hills Subdivision.
ARTICLE II.
MEETING OF MEMBERS
Section 2.01. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of Idaho, as
the place of meeting for any annual meeting or for any special meeting
called by the Board of Directors. A Waiver of Notice signed by all
Members entitled to vote at a meeting may designate any place, either
within or without the State of Idaho, as the place for the holding of
such meeting.
Section 2.02. Annual Meeting. The annual meetings of the
Membership for the election of directors and for the transaction of
such other business as may properly come before the meeting which shall
be held each year in the second week of September.
Section 2.03. Waiver. Notice of all meetings of Members shall
be given to all Members entitled to vote at such meetings in the manner
provided herein, but such notice may be waived either before or after
the holding of a meeting.
Section 2.04. Notice of Annual Meeting. At least ten (10) days
prior to the date of an annual meeting, written notice stating the
place, day and hour of the meeting shall be delivered either personally
or by mail, by or at the direction of the President or the Secretary or
the officer or other persons calling the meeting, to each Member who,
fifteen (15) days prior to the date of said annual meeting, appears of
record in the books of the Association. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail,
addressed to the Member at his or her address as it appears on the
membership books of the Association or to such other last known address
of which the Association may have notice, with postage thereon. If
personally delivered, such notice shall be deemed to be delivered when
left with any person at the address of the Member as it appears on the
membership books of the Association or when left at the door at such
address.
Section 2.05. Deferred Annual Meeting. If for any reason the
annual meeting of the Members be not held as herein provided, such
annual meeting shall be called by the President, or by the Board, as
soon as it is convenient. In the event the Board fails to call the
annual meeting, any Member may make a demand in writing by registered
mail addressed to an officer of the Association that such meeting be
held within a reasonable time. If the annual meeting is not called
within sixty (60) days following such written demand, any Member may
compel the holding of such annual meeting by legal action directed
against the Board as provided by law.
Section 2.06. Special Meetings. Special meetings of the
Membership, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the President, by the Board of Directors or
by the Members holding not less than ten percent (10 %) of the votes
entitled to be cast at such meeting.
Section 2.07. Notice of Meeting. Written notice stating the
place, day and hour of a meeting of Members and, in the case of a
special meeting, the purpose or purposes for which the meeting is
called shall, unless otherwise prescribed by statute, be delivered not
less than seven (7) nor more than fifty (50) days before the date of
the meeting, either personally or by mail, by or at the direction of
the President or the Secretary or the officer or other persons calling
the meeting, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the Member at his or
her address as it appears on the membership books of the Corporation or
to such other last known address of which the Corporation may have
notice, with postage thereon. If personally delivered, such notice
shall be deemed to be delivered when left with any person at the
address of the Member as it appears on the membership books of the
Association or when left at the door at such address.
Section 2.08. Quorum. Twenty percent (20%) of the Members of
the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at any annual or special meeting of
Membership, except that the Articles shall control as to the quorum
required to modify the Declaration or with respect to Assesments. The
vote of the majority of the votes cast by the Members present, or
represented by proxy, at a meeting at which a quorum is present shall
be the act of the Members, unless the vote of a greater number is
otherwise required by the Articles, these By-Laws, the Declaration or
by law.
Section 2.09. Members Entitled to Vote. The Members entitled to
receive notice of and to vote at any meeting of the Members shall be
determined from the Association's records at the time notice is mailed
but not earlier than ten (10) days prior to the last day notice may
properly be mailed.
Section 2.10. Temporary Adjournment. An annual or special
meeting of the Members may adjourn from time to time without new notice
being given until the business is completed; and such meeting may
adjourn from time to time, without further notice, if there is not
present a quorum of the Members, in person or by proxy. The fact of
and reason for such adjournment shall be recorded in the minutes of
proceedings of the meeting.
Section 2.11. Voting Record. The officer or agent having charge
of the membership books of the Association shall make a complete record
of the Members entitled to vote at each meeting of Members, arranged in
alphabetical order, with the address of each. Such records shall be
produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any Member during the whole time of the
meeting.
Section 2.12. Officers of a Meeting of Members. The presiding
officer at a meeting of the Members shall be the President of the
Association, or in his absence, the Vice-President, or in the absence
of both the President and the Vice-President, a chairman elected by the
Members present at the meeting. The Secretary of the Association, or
in his absence, any person appointed by the presiding officer of the
meeting, shall act as Secretary of a meeting of Members.
Section 2.13. Voting Rights. Each Member of the Association
holding a Class A membership shall be entitled to one (1) vote in
person or by proxy for each Lot owned by said Member. When more than
one person is an Owner of a Lot, all such persons shall be Members.
The vote for such Lot shall be exercised as they determine, but in no
event shall more than one vote be cast with respect to any Lot. The
Declarant is the sole Class B Member, and shall be entitled to three
(3) votes of each Lot owned until all Lots have been conveyed by deed
to other Owners or until January 15, 2014, whichever shall first
occur. Except in cases in which it is otherwise provided by statute,
the Article of Incorporation, the Declaration or these By-Laws, a
majority of the total votes cast by all classes of membership shall be
required for the election and for the passage of any measure.
Section 2.14. Voting by Certain Members.
- A membership standing in the name of a corporation may be voted
by such officer, agent or proxy as the By-Laws of such corporation may
prescribe or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
- A membership held by an administrator, executor, guardian or
conservator may be voted by such person, either in person or by proxy,
without a transfer of the membership into the name of said
person.
- A membership standing in the name of a trustee may be voted by
said trustee, either in person or by proxy.
- A membership in the name of a receiver may be voted by such
receiver, and a membership help by or under the control of a receiver
may be voted by such receiver without the transfer thereof into the
receiver's name if authority so to do be contained in the appropriate
order of the court by which such receiver was appointed.
- A Member whose membership is pledged shall be entitled to vote
such membership until the membership has been transferred into the name
of the pledgee and thereafter the pledgee shall be entitled to vote the
membership so transferred.
Section 2.15. Proxies. Every Member entitled to vote or to
execute any waiver or consent may do so in person or by written proxy
duly executed and, filed with the Secretary of the Association prior to
the date of the meeting of the Members. Such proxy shall be valid for
the term stated thereon, but in no event shall a proxy be valid for
more than eleven (11) months.
Section 2.16. Action Without a Meeting. Any action which, under
any provisions of the Declaration, the Articles of Incorporation or
these By-Laws may be taken, at a meeting of the Members, may be taken
without a meeting if authorized by written instrument signed by all of
the Members who would be entitled to notice of a meeting for such
purposes. Whenever a certificate in respect to any such, action is
required by law to be filed in the office of the Ada County Recorder or
in the office of the Secretary of State of the State of Idaho, the
officer signing the same shall therein state that the action was
authorized in the manner aforesaid.
Section 2.17. Order of Business. At all meetings of Members,
the following order of business shall be observed, so far as consistent
with the purposes of the meeting:
- Calling the roll to determine the Members represented at the
meeting (or waiver thereof in the event the Members represented
are identified in writing).
- Reading of notice and proof of call of meeting (or unanimous
waiver thereof).
- Reports of officers.
- Reports of committees.
- Unfinished business.
- New business.
- Election of directors.
- Miscellaneous.
Section 2.18. Cumulative Voting. At each election for the
persons to serve on the Board of Directors of the Association, every
Member entitled to vote as such elector shall have the right to vote,
in person or by proxy, the number of votes to which he is entitled for
as many persons as there are directors to be elected and for whose
election he has a right to vote, or to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by
the number of votes to which he is entitled, or by distributing such
votes on the same principal among any number of such candidates. For
the purpose of electing directors, the majority of the total of all
votes combined in Class A and Class B memberships shall be required to
elect a person and the election of such person by each Class of Members
shall not be required.
Section 2.19. Records. Records of the proceedings of meetings
of Members shall be kept by the Secretary of the Association and shall
be available for inspection by Members upon reasonable notice.
ARTICLE III.
BOARD OF DIRECTORS
Section 3.01. Powers. The property, business and affairs of the
Association shall be controlled and managed by a Board of Directors and
it shall have all lawful powers necessary or convenient to carry out
the same unless prohibited by law, the Articles of Incorporation, these
By-Laws or the Declaration.
Section 3.02. Number of Directors. The business of the
Association shall be managed by a Board of Directors comprised of seven
(7) persons, each of whom shall be a Member of the Association. The
number of directors may be increased or decreased by amendment of these
By-Laws, provided that at no time shall said number of directors be
less than three (3).
Section 3.03. Elections-Term of Office. At the first annual
meeting the Members shall elect three (3) directors for a term of one
(1) year, two (2) directors for a term of two (2) years and two (2)
director for a term of three (3) years; and at each annual meeting
thereafter the Members shall elect one (1) director for a term of three
(3) years to replace each director whose term expires in that year.
Each director so elected shall hold office for the term elected and
until his successor is elected and qualified. Nothing herein shall be
interpreted as preventing a director from succeding himself in that
capacity.
Election to the Board of Directors shall be by secret written ballot.
At such election the Members, or their proxy, may cast, in respect to
each vacancy, as many votes as they are entitled to exercise by reason
of their being either Class A or Class B Members. The person(s)
receiving the largest number of votes shall be elected. Cumulative
voting shall be required as provided in Section 2.18, above.
Section 3.04. Nominations. Nominations for election to the
Board of Directors shall be made by a Nominating Committee.
Nominations may also be made from the floor at the annual meeting. The
Nomination Committee shall consist of a Chairman who shall be a member
of the Board of Directors, and two or more Members of the Association.
The Nominating Committee shall be appointed by the Board of Directors
prior to each annual meeting of the Members to serve from the close of
such annual meeting until the date 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
Directors 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 or non-members.
Section 3.05. Vacancies. Vacancies in the Board of Directors
shall be deemed to exist upon the death, resignation or removal from
office of a director, or if the Members increase the number of
directors and fail to elect the full number of Authorized directors.
Vacancies in the Board of Directors shall be filled by a majority of
the remaining directors, though they constitute less than a quorum of a
full Board of Directors and the director so selected shall hold office
until his successor is elected and qualified. The Members may elect
his successor at their next annual meeting or at any special meeting
duly called for that purpose and held prior to the annual meeting and
may do so at the meeting at which the By-Laws are amended authorizing
an increase in the number of directors. No reduction of the number of
directors shall have the effect of removing any director prior to the
expiration of his term of office.
Section 3.06. Meetings.
- Regular meetings of the Board of Directors shall be held
monthly, without notice, at the time and place as shall be designated
by resolution of that Board or by written consent of a majority of the
members of the Board.
- Within ten (10) days following each annual meeting of Members
of the Association, the Board of Directors shall hold a regular meeting
for the purpose of organization, election of officers and the
transaction of such other business as may properly come before the
meeting. No formal notice of such meeting need be given.
- Special meetings of the Board of Directors of the Association
may be called for any purpose at any time by the President or by the
Vice-President or by any two directors.
- Notice of any special meeting shall be given at least three (3)
days prior to the time set for such meeting by written notice delivered
personally or mailed to each director at his business address or by
telegram. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, properly addressed, with postage
thereon prepaid. If personally delivered, such notice shall be deemed
to be delivered when left with any person at the address of the Member
as it appears on the membership books of the Association or when left
at the door at such address. If notice be given by telegram, such
notice shall be deemed to be delivered when the notice is delivered to
the telegraph company. Any director may waive notice of any meeting.
The attendance of a director at a 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 the business
because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any special meeting
of the Board of Directors need be specified in the notice or waiver of
notice such meeting. Notice of the time and place of holding an
adjourned meeting of the Board of Directors need not be given to absent
directors if the time and place be fixed at the meeting
adjourned.
Section 3.07. Quorum. A majority of the duly elected and
qualified Directors comprising the Board of Directors as fixed by the
By-Laws shall be necessary to constitute a quorum at all meetings of
the Board of Directors for the transaction of business, except to
adjourn as hereinafter provided, and the actions and decisions of a
majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act or acts of the Board of
Directors. Provided, however, that if all of the directors shall
approve the proceedings of a meeting of the Board of Directors by
execution of that approval on the minutes or other records of the
meeting, such meeting shall be legal regardless of the manner in which
it was called, or the number of directors present.
Section 3.08. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if, prior to such
action, a written consent thereto is signed by all members of the Board
or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 3.09. Adjournment. A quorum of the directors may
adjourn any directors' meeting to meet again at a stated day and hour;
provided that in the absence of a quorum, a majority of the directors
present at the meeting, either general or special, may adjourn from
time to time until a quorum shall be present and prior to the time
fixed for the next regular meeting of the Board of Directors.
Section 3.10. Compensation. Directors shall not receive any
stated salary for their services as directors but, by resolution of the
Board, the expenses incurred in the performance of their duties may be
allowed. Nothing herein contained shall be construed to preclude any
director from serving the Association in any other capacity as an
officer, agent, employee or otherwise and receiving compensation
therefor.
Section 3.11. Removal. A member of the Board of Directors, or
the entire Board of Directors, may be removed, with or without cause,
by a vote of a majority of the Members then entitled to vote at any
election of directors. If less than the entire Board is to be removed,
no one of the directors may be removed if the votes cast against his
removal would be sufficient to elect him of then cumulatively voted at
an election of the entire Board of Directors. The removal of a
director, or the entire Board of Directors, in the manner prescribed in
this Section may occur at any special meeting of the Members called for
that purpose.
Section 3.12. Presumption of Assent. A director of the
Association who is present at a meeting of the Board of Directors at
which action on any Association matters is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered
in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Association immediately after
the adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
ARTICLE IV.
OFFICERS
Section 4.01. Authorized Officers. The officers of the
Association shall be a President, a Vice-President, a Secretary and a
Treasurer, which shall be elected by the Board of Directors as provided
in Section 4.03 of this Article. At its discretion, the Board of
Directors may elect a general manager and such other officers and
agents as may be necessary for the business of the Association and
specify the duties, authority and compensation of each.
Section 4.02. Combining Offices. Any two (2) or more of the
offices may combined in one person except President and Secretary, and
any officer of the Association may also be manager.
Section 4.03. Election of officers. The officers of the
Association shall be members of the Board of Directors. Except those
appointed in accordance with Section 4.04 of this Article, officrs
shall be chosen by the Directors annually at their meeting following
the annual meeting of the Members as provided in Section 2.02 of
Article II, hereof. The Vice-President shall be appointed for a two
year term, the second year of which shall be as President, and the
Secretary and Treasurer shall each be appointed to terms of one year.
Nothing herein shall be construed as preventing an officer from
succeding himself in office. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in
the manner provided in Section 4.05 of this article.
Section 4.04. Filling Vacancies. A vacancy in any office from
whatever cause may be filled at any regular or special meeting of the
Board of Directors for the unexpired portion of the term.
Section 4.05. Removal. Any officer or agent of the Association
may be removed by action of the Board of Directors at any meeting
thereof by a majority vote of the directors in office.
Section 4.06. Resignation. The resignation of any officer or
agent of the Association shall become effective by written notice to
the Board of Directors, President or Secretary at the time therein
specified, without acceptance by the Board of Directors.
Section 4.07. Powers and Duties of Officers.
- President. The President shall be the chief officer of the
Association generally supervising the performance of all business
policies adopted and approved by the Board of Directors. He shall be
the general managing officer of the operations of the Association. He
shall preside at all meetings of Members and the Board of Directors.
He shall be responsible for long-term planning of financial policies of
the Association and periodically shall report and recommend financial
policies and programs to the Board of Directors. He shall have
authority to employ, designate duties and supervise the activities of
all employees of the Association and shall have ultimate authority to
discharge any employee of the Association. He may sign, with
attestation by the Secretary, certificates of membership in the
Association and with our without attestation any deeds, mortgages,
bonds, notes, contracts or other instruments which the Board of
Directors has authorized to be executed. He shall perform those duties
and those special duties and functions delegated to him by the Board of
Directors.
- Vice-President. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice-President
(or, in the event there be more than one Vice-President, the
Vice-Presidents in the order designated at the time of their elections
or in the absence of any designation, then 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. In addition, the Vice-President shall be directly
responsible to the President and shall have such authority and perform
such duties as shall be assigned to him by the President or by the
Board of Directors.
- Secretary. The Secretary shall: (i) keep the minutes of the
proceedings of the Members and of the Board of Directors in one or more
books provided for that purpose; (ii) see that all notices are duly
given in accordance with the provisions of these By-Laws or as required
by law; (iii) be custodian of the corporate records and of the seal of
the Association and see that the seal of the Association is affixed to
all documents, the execution of which, on behalf of the Association,
under its seal is authorized and directed by the Board of Directors;
(iv) keep a register of the post office address of each Member which
shall be furnished to the Secretary by such Member; (v) sign with the
President, or Vice-President, certificates of membership in the
Association, the issuance of which shall have been authorized by
resolution of the Board of Directors; (vi) have general charge of the
membership book of the Association; and (vii) 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 by the President or by the
Board of Directors.
In the event a vacancy exists in the office of Vice-President, the
Secretary shall have the power and duties specified in Section 4.07(b)
of this Article IV.
- Treasurer. The Treasurer shall keep full and accurate account
of the receipts and disbursements in books belonging to the Association
and shall deposit all monies and other valuable effects in the name and
to the credit of the Association with such banks and depositories as
may be designated by the Board, but shall not be personally liable for
the safekeeping of any funds or securities so deposited pursuant to the
order of the Board. He shall also collect all Assessments certified to
the Board by the Association or a Sub-Association and shall disburse
the same to such bank and depository as designated by the Association
or Sub-Association. He shall disburse the funds of the Association as
may be ordered by the Board, taking proper vouchers for such
disbursements and shall render to the President and directors at the
regular meetings of the Board and, whenever they may require, accounts
of all his transactions as Treasurer and of the financial condition of
the Association. He shall perform the duties usually incident to the
office of Treasurer and such other duties as may be prescribed by the
Board of Directors or by the President and those duties set forth in
the Declaration.
- Assistant Secretary, Assistant Treasurer. If and when elected,
the Assistant Secretary or the Assistant Treasurer shall perform such
duties and have such authority as prescribed by the President.
Section 4.08. Bonds. The officers shall serve without bond,
except that the Board of Directors may, by resolution, require any or
all of the officers of the Association to give a bond with sufficient
surety, conditioned for the faithful performance of the duties of their
respective offices.
Section 4.09. Duties of Officers. All officers of the
Association must remain members in good standing during their term of
office. They shall act at all times in the best interests of the
Association and shall represent the majority interest and desires of
the Membership. Their course of action shall be taken from these
By-laws, the Board of Directors and the Membership. Each Officer shall
safeguard the objectives of the Association and shall not represent his
personal opinions as those of the Association. Should any Officer's
political, commercial or other interests conflict with the best
interests of the Association, the Board of Directors may, at their
discretion, ask the Officer to resign, or proceed directly to removal
procedures set forth in section 4.05 of these By-laws.
Section 4.10. Salaries. The salaries, if any, of the officers
shall be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary by reason of the
fact that he is also a director of the Association.
ARTICLE V.
COMMITTEES
Section 5.01. Committees. There shall be an Architectural
Control Committee, a Nominating Committee, and such other committees as
the Board of Directors may from time to time deem necessary,
appropriate or expediant in carrying out its purposes.
Section 5.02. Architectural Control Committee. The
Architectural Control Committee shall consist of the three members of
the Board of Directors who are not officers, and may have such other
and additional members as may be appointed by the Board in its
discretion and to serve at the pleasure of the Board.
Section 5.03. Rules, Regulations and Standards. Consistent
with the Declaration, the Architectural Control Commmittee shall have
the power to promulgate rules, regulations and standards for its own
government, to aid and assist the Board and its committees in the
carrying out of their duties and to set standards of design,
construction and maintenance.
Section 5.04. Nominating Committee. The Nominating Committee
shall consist of the President, Secretary and Treasurer, and may have
such other and additional members as may be appointed by the Board in
its discretion and to serve at the pleasure of the Board.
Section 5.05. Block Representatives. The Board may appoint
Block Representatives to assist in disseminating information to the
Members, gathering information and complaints from the Members,
soliciting proxies, delivering notices and such other duties as the
Board or the Officers may direct.
ARTICLE VI.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.01. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, 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 6.02. Loans. No loans shall be contracted on behalf of
the Association and no evidences of indebtedness shall be issued in its
name unless authority has been granted by vote of two-thirds (2/3) of
the Members voting on such issue at an annual or special meeting of the
Members of the Association at which a quorum of sixty percent (60%) of
the Members entitled to vote is present. If such quorum is not
present, a subsequent meeting may be called and the quorum at such
subsequent meeting shall be fifty percent (50%) of the quorum required
for the previous meeting.
Section 6.03. Checks, Drafts, Etc. All checks, drafts and other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Association shall be signed by
such officer or officers, employee or employees, or agent or agents of
the Association and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 6.04. Deposits. All funds of the Association not
otherwise employed shall be deposited from time to time to the credit
of the Association in such banks, trust companies and other
depositories as the Board of Directors may select.
ARTICLE VII.
ASSESMENTS
Section 7.01. Right to Assess. The Association shall have the
right to assess, levy and collect Regular, Special and Limited
Assessments as set forth in Article IX of the Declaration, which
assessments may be enforced as provided in Article IX of said
Declaration. The Association may further assess, levy and collect
Regular, Special and Limited Assessments properly certified to the
Board by any Sub-Association.
ARTICLE VIII.
TRANSFER OF MEMBERSHIPS
Section 8.01. Membership Appurtenant to Lot. The membership in
the Association shall be appurtenant to the Lot owned by the Member and
shall not be transferred, pledged or alienated in any way except upon
the transfer of title to said Lot and then only to the transferee of
title to said Lot. Any attempt to make a prohibited transfer shall be
void. Any transfer of title to said Lot shall operate automatically to
transfer said membership to the new Owner thereof.
ARTICLE IX.
AMENDMENTS
Section 9.01. Controlled by Articles. These By-Laws may be
altered, amended or repealed, and new By-Laws may be adopted, only as
provided in Article XI of the Articles.
Section 9.02. FHA/VA Approval. As long as there is a Class B
membership, any amendment to these By-Laws shall require the prior
approval of the Federal Housing Administration and/or the Veterans
Administration.
Section 9.03. Conflict. In the 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 Declaration and
these By-Laws, the Declaration shall control.
ARTICLE X.
GENERAL PROVISIONS
Section 10.01. Ownership Interest. Except as may be
specifically provided to the contrary in the Articles of Incorporation,
these By-Laws or the Declaration, every Member shall have the same
rights and interest in the Association and in the real and personal
property owned by the Association and no Member can have or acquire a
greater interest therein than any other Member.
Section 10.02. Suspension of Rights. The rights of a Member may
be suspended or withdrawn as more particularly provided in the
Declaration. The loss of such rights shall not relieve the Member from
the Member's obligation to pay any of the Assessments properly levied
by the Board. Restoration of full rights of membership must meet the
conditions prescribed by the Board which may include payment of all
amounts due the Association and/or any Sub-Association, execution and
delivery of covenants and/or other security that future violations will
not occur and any other terms and conditions reasonably imposed by the
Board.
Section 10.03. Taxation of Real Property. The Association and
the Owners shall make every effort to have each Lot subjected to its
own individual real property tax and the real property taxes relating
to the Common Areas owned or under the control of the Association shall
be assessed against said property and shall be the sole responsibility
of the Association.
Section 10.04. Contracts. The Association shall have the power
To enter into any contracts and incur indebtedness on behalf of the
Association, but shall be specifically limited by those restrictions
contained in the Declaration.
Section 10.05. Inspection of Records. The Association shall
keep at its registered office records of proceedings of the Members and
of the Board of Directors, a register giving the names of the Members
and showing their respective last known addresses and the date on which
they acquired membership and a set of the By-Laws of the Association.
Each Member shall have the right to examine in person or by agent or
attorney at any reasonable time or times, for any reasonable purpose,
any and all of the books and records of the Association and to make
extracts therefrom.
IN WITNESS WHEREOF, the undersigned, being all of the Members of the
Board of Directors of the Association, have approved the foregoing
By-Laws of the Association and have hereunto set their hands this
________ day of ________________, 1998.
_____________________
A. Leon Blaser
_____________________
Bruce W. Blaser
STATE OF IDAHO )
) Ss:
County of Ada )
On this ____ day of ___________________ , 1998, before me, the
undersigned, a Notary Public in and for the State of Idaho, personally
appeared A. Leon Blaser and Bruce W. Blaser, known to me to be the
persons who executed the foregoing instrument on behalf of Pepper Hills
Home Owners' Association, and acknowledged to me that such Association
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
____________________________
Notary Public for Idaho
Residing at ___________________________ , Idaho
My Commission Expires: ________________________
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